Exhibit 10.6
FIRST AMENDMENT
TO THE
FEDERAL HOME LOAN MORTGAGE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(As Amended and Restated
January 1, 2008)
FIRST AMENDMENT TO THE FEDERAL HOME
LOAN MORTGAGE CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (as
amended and restated January 1, 2008) (the “Plan”)
by the FEDERAL HOME LOAN MORTGAGE CORPORATION (the
“Corporation”), a corporation organized and existing
under the laws of the United States of America.
W I T N E S S E T H:
WHEREAS, the Plan was restated
effective January 1, 2008, and
WHEREAS, the Corporation desires to
amend the Plan to reflect regulations and other guidance issued
pursuant to Section 409A of the Internal Revenue Code of 1986,
as amended, and
WHEREAS, the appropriate officer of
the Corporation has been duly authorized to execute this
amendment.
NOW THEREFORE the Plan is amended
effective October 15, 2008 (unless otherwise noted), as
follows:
1. Plan Section 1.2 is
amended to read as follows :
1.2.
Effective Date . Unless otherwise indicated herein, this
Plan as amended and restated shall be effective as of
January 1, 2008 (“Effective Date”).
2. Plan Sections 2.18 and
2.24 are amended to delete the definitions contained therein, and
the remaining Sections in Article II are renumbered
accordingly.
3. Plan Section 3.3 is
amended to read as follows :
3.3.
Revocation . Once made, neither a Bonus Deferral Election
nor a Salary Deferral Election may be revoked, except as provided
in Section 5.3; provided, however , that a Participant
may also revoke an election as provided in
Section 5.2(c).
4. Plan Section 5.2(c)(1)
is amended to read as follows, effective November 1,
2008 :
(1) Delayed
Payment of Deferrals to Key Employees . In the case of any
distribution triggered by a Termination of Employment of a
Participant who, at the date of such Termination of Employment for
a reason other than death, is a Key
Employee, if any distribution
(including an initial or subsequent installment) would be payable
under this Section 5 at a date that is less than six months
after the date of such Termination of Employment and if payment at
such date would not comply with Code section 409A, such
distribution shall instead be paid at the date six months after the
Termination of Employment (without affecting the timing of any
subsequent installment that is not within the six-month period
following Termination of Employment). Any calculation of the amount
of the interest due on the distribution (or installment) shall be
calculated as of the day immediately preceding the date of such
delayed distribution. Except as otherwise permitted under Code
section 409A and guidance thereunder, a distribution subject
to this Section 5.2(c)(1) cannot be paid out during the six
month period upon the occurrence of any other event except in the
event of death of the Participant.
5. Plan Section 5.2(c)(2)
is amended to read as follows:
(2) Certain
Revocations Permitted By October 31, 2008 .
(i) Permitted
Revocations . (A) Subject to Section 5.2(c)(2)(iv)
below, Participants who are actively employed may revoke their
designations made under Section 5.1(b)(1) in 2008 or earlier
for all Deferred Compensation credited to their Account through
December 31, 2008 (“Primary Designation”),
including earnings thereon (“December 2008 Account
Balance”), (B) Subject to Section 5.2(c)(2)(iv)
below as applicable to their December 31, 2008 Account
Balance, Participants who have experienced a Termination of
Employment prior to October 31, 2008 may revoke their
designation made under Section 5.1(b)(2) (“Secondary
Designation”) (together with the revocation opportunity under
(A) hereof called the “Revocation Opportunity”),
and (C) Parti
