exv10w44







 




    Exhibit 10.44



 


	 	 	 	 	 
	
    

	
    CONFIDENTIAL

	
    Date
    
	
 
	
    To
    
	
 
	
 

	
    June 1, 2006
	
 
	
    Eugene M. McQuade
	
 
	
 

	
    From
    
	
 
	
 
	
 
	
 

	
    Geoffrey T. Boisi
	
 
	
 
	
 
	
 

	
    Subject
    
	
 
	
 
	
 
	
 

	
    Your Short-term Incentive Target for 2006 Performance
	
 
	
 









 


 



    This memorandum sets forth the terms and conditions pertaining
    to your annual short-term incentive target under the officer
    short-term incentive program (the “Bonus Program”) for
    2006 performance (payable in 2007). The terms established in
    this memorandum are in lieu of the target Annual Bonus set forth
    in Section 4.2 of your August 3, 2004 Employment
    Agreement with Freddie Mac.



 



    Effective upon the execution date stated below, your annual
    short-term incentive target for the 2006 performance period
    (payable in 2007) under the Bonus Program shall be 180% of
    your base salary earnings (or $1,620,000) (the “Bonus
    Target”) and, as set forth in Section 4.2 of your
    Employment Agreement, the maximum annual short-term incentive
    payment for 2006 shall be 200% of the Bonus Target, provided
    that you remain actively employed with Freddie Mac through the
    end of 2006.



 



    In consideration of receiving the Bonus Target described above,
    you:



 



    1. Waive any rights you have under your Employment
    Agreement with respect to your short-term incentive for 2006
    (payable in 2007), including receipt of the Annual Bonus for
    2006 that otherwise may be payable pursuant to the terms set
    forth in Section 4.2 of your Employment Agreement.



 



    2. Agree that for performance years after 2006, the payment
    of an annual short-term incentive pursuant to the target
    specified in Section 4.2 of your Employment Agreement shall
    not constitute “Good Reason” as defined in
    Section 5.3 of your Employment Agreement (including without
    limitation under Section 5.3(i)).



 



    3. Agree that a termination of employment benefit paid
    pursuant to Section 6 of your Employment Agreement, if any,
    shall be based on the Annual Bonus target set forth in
    Section 4.2 of such Agreement and that the Bonus Target
    established by this Resolution shall not be used to calculate
    any termination of employment benefit that may be paid pursuant
    to any of the terms of your Employment Agreement.













 






    Eugene M. McQuade

    June 1, 2006

    Page 2



 


 



    As a result of your waiver in paragraph 1 above, this
    memorandum shall not be deemed to be an amendment to your
    Employment Agreement.



 



    This memorandum sets forth the entirety of Freddie Mac’s
    and your obligations with respect to the payment of annual
    short-term incentive target for the 2006 performance period
    (payable in 2007), if any, and such terms may be modified only
    by approval of the Compensation and Human Resources Committee of
    the Board and a written agreement entered into by both you and
    Freddie Mac. This memorandum shall be governed by and construed
    in accordance with the laws of the Commonwealth of Virginia,
    without regard to its conflict-of-laws provisions.



 



    Should you agree to the terms set forth herein, please return an
    executed copy of this memorandum to Paul George, Freddie
    Mac’s Executive Vice-President, Human Resources and to
    Robert Bostrom, Freddie Mac’s Executive Vice-President,
    General Counsel and Corporate Secretary.



 


	 	 	 
	
 
	
 
	
    FEDERAL HOME LOAN

    MORTGAGE CORPORATION

	
 
	
 
	
 

	

    Date:           June
    1, 2006

    




	
 
	
    By:  /s/  Geoffrey
    T. Boisi


    
Geoffrey
    T. Boisi

    Chair of the Compensation and 

      Human Resources Committee

	
 
	
 
	
 

	

    Date:           June
    6, 2006

    




	
 
	
    /s/  Eugene
    M. McQuade


    
Eugene
    M. McQuade