exv4w18







 




    Exhibit
    4.18



 




    FREDDIE
    MAC



 


 




    CERTIFICATE
    OF CREATION, DESIGNATION, POWERS,

    PREFERENCES, RIGHTS, PRIVILEGES, QUALIFICATIONS,

    LIMITATIONS, RESTRICTIONS, TERMS AND CONDITIONS

    of

    VARIABLE RATE, NON-CUMULATIVE PERPETUAL PREFERRED STOCK

    (Par Value $1.00 Per Share)



 



    I, KEVIN I. MACKENZIE, Assistant Secretary of the Federal
    Home Loan Mortgage Corporation, a government-sponsored
    enterprise of the United States of America (“Freddie
    Mac” or the “Corporation”), do hereby certify
    that, pursuant to authority vested in the Board of Directors of
    Freddie Mac by
    Section 306(f)
    of the Federal Home Loan Mortgage Corporation Act, as amended
    (12 U.S.C. §1455(f)),
    the Board of Directors adopted FHLMC Resolution
    2005-29 on
    October 5, 2005, which resolution is now, and at all times
    since such date has been, in full force and effect, and that the
    Chairman and Chief Executive Officer, pursuant to the authority
    delegated to him by such resolution, approved the final terms of
    the public issuance and sale of the preferred stock of Freddie
    Mac designated above.



 



    The Variable Rate, Non-Cumulative Preferred Stock shall have the
    following designation, powers, preferences, rights, privileges,
    qualifications, limitations, restrictions, terms and conditions:



 




    1. Designation,
    Par Value, Number of Shares and Seniority



 



    The class of preferred stock of Freddie Mac created hereby (the
    “Non-Cumulative
    Preferred Stock”) shall be designated “Variable Rate,
    Non-Cumulative
    Perpetual Preferred Stock,” shall have a par value of $1.00
    per share and shall consist of 15,000,000 shares. The Board of
    Directors shall be permitted to increase the authorized number
    of such shares at any time. The
    Non-Cumulative
    Preferred Stock shall rank prior to the Voting Common Stock of
    Freddie Mac (the “Common Stock”) to the extent
    provided in this Certificate and shall rank, both as to
    dividends and upon liquidation, on a parity with (a) the
    6.42% Non-Cumulative Preferred Stock issued on July 17,
    2006, (b) the 5.81% Non-Cumulative Preferred Stock issued
    on January 29, 2002, (c) the 5.7% Non-Cumulative
    Preferred Stock issued on October 30, 2001, (d) the 6%
    Non-Cumulative Preferred Stock issued on May 30, 2001,
    (e) the Variable Rate, Non-Cumulative Preferred Stock
    issued on May 30, 2001 and June 1, 2001, (f) the
    5.81% Non-Cumulative Preferred Stock issued on March 23,
    2001, (g) the Variable Rate, Non-Cumulative Preferred Stock
    issued on March 23, 2001, (h) the Variable Rate,
    Non-Cumulative Preferred Stock issued on January 26, 2001,
    (i) the Variable Rate, Non-Cumulative Preferred Stock
    issued on November 5, 1999, (j) the 5.79%
    Non-Cumulative Preferred Stock issued on July 21, 1999,
    (k) the 5.1% Non-Cumulative Preferred Stock issued on
    March 19, 1999, (l) the 5.3% Non-Cumulative Preferred
    Stock issued on October 28, 1998, (m) the 5.1%
    Non-Cumulative Preferred Stock issued on September 23,
    1998, (n) the Variable Rate, Non-Cumulative Preferred Stock
    issued on September 23, 1998 and September 29, 1998,
    (o) the 5% Non-Cumulative Preferred Stock issued on
    March 23, 1998, (p) the 5.81% Non-Cumulative Preferred
    Stock issued on October 27, 1997, (q) the 6.14% Non-













 






    Cumulative Preferred Stock issued on June 3, 1997 and
    (r) the Variable Rate, Non-Cumulative Preferred Stock
    issued on April 26, 1996 (collectively, the “Existing
    Preferred Stock”).



 




    2. Dividends



 



    (a) Holders of outstanding shares of Non-Cumulative
    Preferred Stock shall be entitled to receive, ratably, when, as
    and if declared by the Board of Directors, in its sole
    discretion, out of funds legally available therefor,
    non-cumulative cash dividends. Dividends on the Non-Cumulative
    Preferred Stock shall accrue from but not including
    July 17, 2006 and will be payable when, as and if declared
    by the Board of Directors quarterly on March 31,
    June 30, September 30 and December 31 of each
    year (each, a “Dividend Payment Date”), commencing on
    September 30, 2006. If a Dividend Payment Date is not a
    “Business Day,” the related dividend will be paid on
    the next Business Day with the same force and effect as though
    paid on the Dividend Payment Date, without any increase to
    account for the period from such Dividend Payment Date through
    the date of actual payment. “Business Day” means a day
    other than (i) a Saturday or Sunday, (ii) a day on
    which New York City banks are closed, or (iii) a day on
    which the offices of Freddie Mac are closed.



 



    If declared, the initial dividend, which will be for the period
    from but not including July 17, 2006 through and including
    September 30, 2006, will be 6.00% per annum or $0.625 per
    share. Thereafter, dividends will accrue from Dividend Period to
    Dividend Period at a variable per annum rate (not less than
    4.00% per annum) equal to the sum of
    3-Month
    LIBOR (as defined in clause (b) below) and 0.50% with the
    resulting dividend per share being rounded to the nearest cent
    (with one-half cent being rounded up). Except for the initial
    Dividend Payment Date, the “Dividend Period” relating
    to a Dividend Payment Date will be the period from but not
    including the preceding Dividend Payment Date through and
    including the related Dividend Payment Date. Freddie Mac will
    calculate the dividend rate for each Dividend Period based on
    3-Month
    LIBOR determined as of two London Business Days (defined as any
    day, other than a Saturday or Sunday, on which banks are open
    for business in London) prior to the first day of such Dividend
    Period (each, a “LIBOR Determination Date”). The
    amount of each dividend payable for any period shall be computed
    on the basis of the actual number of days elapsed during such
    period and a
    360-day year.



 



    Each such dividend shall be paid to the holders of record of
    outstanding shares of the Non-Cumulative Preferred Stock as they
    appear in the books and records of Freddie Mac on such record
    date as shall be fixed in advance by the Board of Directors, not
    to be earlier than 45 days nor less than 10 days
    preceding the applicable Dividend Payment Date. No dividends
    shall be declared or paid or set apart for payment on the Common
    Stock or any other class or series of stock ranking junior to or
    (except as hereinafter provided) on a parity with the
    Non-Cumulative Preferred Stock with respect to the payment of
    dividends unless dividends have been declared and paid or set
    apart (or ordered by the Board of Directors to be set apart) for
    payment on the outstanding Non-Cumulative Preferred Stock in
    respect of the then-current Dividend Period; provided, however,
    that the foregoing dividend preference shall not be cumulative
    and shall not in any way create any claim or right in favor of
    the holders of Non-Cumulative Preferred Stock in the event that
    Freddie Mac shall not have declared or paid or set apart (or the
    Board of Directors shall not have ordered to be set apart)
    dividends on the Non-Cumulative Preferred Stock in respect of
    any prior Dividend Period. In the event that Freddie Mac shall
    not pay any one or more dividends or any part thereof on the
    Non-Cumulative Preferred Stock, the holders of the
    Non-Cumulative Preferred Stock shall not













 






    have any claim in respect of such non-payment so long as no
    dividend is paid on any junior or parity stock in violation of
    the preceding sentence.



 



    (b) “3-Month
    LIBOR” means, with respect to a Dividend Period relating to
    a Dividend Payment Date (in the following order of priority):



 



    (i) the rate (expressed as a percentage per annum) for
    Eurodollar deposits having a three-month maturity that appears
    on Moneyline Telerate Page 3750 as of 11:00 a.m.
    (London time) on the related LIBOR Determination Date;



 



    (ii) if such rate does not appear on Moneyline Telerate
    Page 3750 as of 11:00 a.m. (London time) on the
    related LIBOR Determination Date,
    3-Month
    LIBOR shall be the arithmetic mean (if necessary rounded upwards
    to the nearest whole multiple of 1/128 of 1%) of the rates
    (expressed as a percentage per annum) for Eurodollar deposits
    having a three-month maturity that appear on Reuters Monitor
    Money Rates Page LIBO (“Reuters Page LIBO”) as of
    11:00 a.m. (London time) on such LIBOR Determination Date;



 



    (iii) if such rate does not appear on Reuters Page LIBO as
    of 11:00 a.m. (London time) on the related LIBOR
    Determination Date, Freddie Mac shall request the principal
    London offices of four leading banks in the London interbank
    market to provide such banks’ offered quotations (expressed
    as percentages per annum) to prime banks in the London interbank
    market for Eurodollar deposits having a three-month maturity as
    of 11:00 a.m. (London time) on such LIBOR Determination
    Date. If at least two quotations are provided,
    3-Month
    LIBOR shall be the arithmetic mean (if necessary rounded upwards
    to the nearest whole multiple of 1/128 of 1%) of such quotations;



 



    (iv) if fewer than two such quotations are provided as
    requested in clause (iii) above, Freddie Mac shall request
    four major New York City banks to provide such banks’
    offered quotations (expressed as percentages per annum) to
    leading European banks for loans in Eurodollars as of
    11:00 a.m. (London time) on such LIBOR Determination Date.
    If at least two such quotations are provided,
    3-Month
    LIBOR will be the arithmetic mean (if necessary rounded upwards
    to the nearest whole multiple of 1/128 of 1%) of such
    quotations; and



 



    (v) if fewer than two such quotations are provided as
    requested in clause (iv) above,
    3-Month
    LIBOR shall be the
    3-Month
    LIBOR determined with respect to the Dividend Period immediately
    preceding such current Dividend Period.



 



    If the rate for Eurodollar deposits having a three-month
    maturity that initially appears on Moneyline Telerate
    Page 3750 or Reuters Page LIBO, as the case may be, as of
    11:00 a.m. (London time) on the related LIBOR Determination
    Date is superseded on Moneyline Telerate Page 3750 or
    Reuters Page LIBO, as the case may be, by a corrected rate
    before 12:00 noon (London time) on such LIBOR Determination
    Date, such corrected rate as so substituted on the applicable
    page shall be the applicable
    3-Month
    LIBOR for such LIBOR Determination Date. In the absence of clear
    error, Freddie Mac’s determination of
    3-Month
    LIBOR and the dividend rate for the applicable Dividend Period
    will be final and binding.



 



    (c) Notwithstanding any other provision of this
    Certificate, the Board of Directors, in its discretion, may
    choose to pay dividends on the
    Non-Cumulative
    Preferred Stock without the payment of any dividends on the
    Common Stock or any other class or series of stock from time to













 






    time outstanding ranking junior to the
    Non-Cumulative
    Preferred Stock with respect to the payment of dividends.



 



    (d) No dividend shall be declared or paid or set apart for
    payment on any shares of the
    Non-Cumulative
    Preferred Stock if at the same time any arrears or default
    exists in the payment of dividends on any outstanding class or
    series of stock of Freddie Mac ranking prior to or (except as
    provided herein) on a parity with the
    Non-Cumulative
    Preferred Stock with respect to the payment of dividends. If and
    whenever dividends, having been declared, shall not have been
    paid in full, as aforesaid, on shares of the
    Non-Cumulative
    Preferred Stock and on the shares of any other class or series
    of stock of Freddie Mac ranking on a parity with the
    Non-Cumulative
    Preferred Stock with respect to the payment of dividends, all
    such dividends that have been declared on shares of the
    Non-Cumulative
    Preferred Stock and on the shares of any such other class or
    series shall be paid pro rata, so that the respective amounts of
    dividends paid per share on the
    Non-Cumulative
    Preferred Stock and on such other class or series shall in all
    cases bear to each other the same ratio that the respective
    amounts of dividends declared but unpaid per share on the shares
    of the
    Non-Cumulative
    Preferred Stock and on the shares of such other class or series
    bear to each other.



 



    (e) Holders of shares of the Non-Cumulative Preferred Stock
    shall not be entitled to any dividends, in cash or in property,
    other than as herein provided and shall not be entitled to
    interest, or any sum in lieu of interest, on or in respect of
    any dividend payment.



 




    3. Optional
    Redemption



 



    (a) The Non-Cumulative Preferred Stock shall not be
    redeemable prior to June 30, 2011. Subject to this
    limitation and the notice provisions set forth in
    Section 3(b) below and to any further limitations which may
    be imposed by law, Freddie Mac may redeem the
    Non-Cumulative
    Preferred Stock, in whole or in part, at any time or from time
    to time, out of funds legally available therefor, at the
    redemption price of $50.00 per share plus an amount, determined
    in accordance with Section 2(a) above, equal to the amount
    of the dividend, if any, otherwise payable for the then-current
    Dividend Period accrued through and including the date of such
    redemption, whether or not declared. If less than all of the
    outstanding shares of the
    Non-Cumulative
    Preferred Stock are to be redeemed, Freddie Mac shall select
    shares to be redeemed from the outstanding shares not previously
    called for redemption by lot or pro rata (as nearly as possible)
    or by any other method which Freddie Mac in its sole discretion
    deems equitable. If Freddie Mac redeems the Non-Cumulative
    Preferred Stock, the dividend that would otherwise be payable
    for the Dividend Period ending on the date of redemption will be
    included in the redemption price of the shares redeemed and will
    not be separately payable.



 



    (b) In the event Freddie Mac shall redeem any or all of the
    Non-Cumulative Preferred Stock as aforesaid, notice of such
    redemption shall be given by Freddie Mac by first class mail,
    postage prepaid, mailed neither less than 30 nor more than 60
    days prior to the redemption date, to each holder of record of
    the shares of the
    Non-Cumulative
    Preferred Stock being redeemed, at such holder’s address as
    the same appears in the books and records of Freddie Mac. Each
    such notice shall state the number of shares being redeemed, the
    redemption price, the redemption date and the place at which
    such holder’s certificate(s) representing shares of the
    Non-Cumulative
    Preferred Stock must be presented for cancellation or exchange,
    as the case may be, upon such redemption. Failure to give
    notice, or any defect in the notice, to any holder of the
    Non-Cumulative Preferred













 






    Stock shall not affect the validity of the proceedings for the
    redemption of shares of any other holder of the
    Non-Cumulative
    Preferred Stock being redeemed.



 



    (c) Notice having been mailed as aforesaid, from and after
    the redemption date specified therein and upon payment of the
    consideration set forth in Section 3(a) above, said shares
    of the
    Non-Cumulative
    Preferred Stock shall no longer be deemed to be outstanding, and
    all rights of the holders thereof as holders of the
    Non-Cumulative
    Preferred Stock shall cease, with respect to shares so redeemed,
    other than the right to receive the redemption price for such
    redeemed shares.



 



    (d) Any shares of the Non-Cumulative Preferred Stock which
    shall have been redeemed shall, after such redemption, no longer
    have the status of authorized, issued or outstanding shares.



 




    4. No
    Voting Rights



 



    Except as set forth in Section 9(h) below, the shares of
    the
    Non-Cumulative
    Preferred Stock shall not have any voting powers, either general
    or special.



 




    5. No
    Conversion or Exchange Rights



 



    The holders of shares of the
    Non-Cumulative
    Preferred Stock shall not have any right to convert such shares
    into or exchange such shares for any other class or series of
    stock or obligations of Freddie Mac.



 




    6. No
    Preemptive Rights



 



    No holder of the
    Non-Cumulative
    Preferred Stock shall as such holder have any preemptive right
    to purchase or subscribe for any other shares, rights, options
    or other securities of any class of Freddie Mac which at any
    time may be sold or offered for sale by Freddie Mac.



 




    7. Liquidation
    Rights and Preference



 



    (a) Except as otherwise set forth herein, upon the
    voluntary or involuntary dissolution, liquidation or winding up
    of Freddie Mac, after payment of or provision for the
    liabilities of Freddie Mac and the expenses of such dissolution,
    liquidation or winding up, the holders of the outstanding shares
    of the
    Non-Cumulative
    Preferred Stock shall be entitled to receive out of the assets
    of Freddie Mac available for distribution to stockholders,
    before any payment or distribution shall be made on the Common
    Stock or any other class or series of stock of Freddie Mac
    ranking junior to the
    Non-Cumulative
    Preferred Stock upon liquidation, the amount of $50.00 per share
    plus an amount, determined in accordance with Section 2(a)
    above, equal to the dividend, if any, otherwise payable for the
    then-current
    Dividend Period accrued through and including the date of
    payment in respect of such dissolution, liquidation or winding
    up, and the holders of the outstanding shares of any class or
    series of stock of Freddie Mac ranking on a parity with the
    Non-Cumulative
    Preferred Stock upon liquidation shall be entitled to receive
    out of the assets of Freddie Mac available for distribution to
    stockholders, before any such payment or distribution shall be
    made on the Common Stock or any other class or series of stock
    of Freddie Mac ranking junior to the
    Non-Cumulative
    Preferred Stock and to such parity stock upon liquidation, any
    corresponding preferential amount to which the holders of such
    parity stock may, by the terms thereof, be entitled; provided,
    however, that if the assets of Freddie Mac available for
    distribution to stockholders shall be insufficient for the
    payment of the amount which the holders of the outstanding
    shares of the
    Non-Cumulative
    Preferred Stock and the holders of the outstanding shares of
    such parity stock shall be entitled to













 






    receive upon such dissolution, liquidation or winding up of
    Freddie Mac as aforesaid, then, subject to paragraph (b) of
    this Section 7, all of the assets of Freddie Mac available
    for distribution to stockholders shall be distributed to the
    holders of outstanding shares of the
    Non-Cumulative
    Preferred Stock and to the holders of outstanding shares of such
    parity stock pro rata, so that the amounts so distributed to
    holders of the
    Non-Cumulative
    Preferred Stock and to holders of such classes or series of such
    parity stock, respectively, shall bear to each other the same
    ratio that the respective distributive amounts to which they are
    so entitled bear to each other. After the payment of the
    aforesaid amounts to which they are entitled, the holders of
    outstanding shares of the
    Non-Cumulative
    Preferred Stock and the holders of outstanding shares of any
    such parity stock shall not be entitled to any further
    participation in any distribution of assets of Freddie Mac.



 



    (b) Notwithstanding the foregoing, upon the dissolution,
    liquidation or winding up of Freddie Mac, the holders of shares
    of the
    Non-Cumulative
    Preferred Stock then outstanding shall not be entitled to be
    paid any amounts to which such holders are entitled pursuant to
    paragraph (a) of this Section 7 unless and until the
    holders of any classes or series of stock of Freddie Mac ranking
    prior upon liquidation to the Non-Cumulative Preferred Stock
    shall have been paid all amounts to which such classes or series
    are entitled pursuant to their respective terms.



 



    (c) Neither the sale of all or substantially all of the
    property or business of Freddie Mac, nor the merger,
    consolidation or combination of Freddie Mac into or with any
    other corporation or entity, shall be deemed to be a
    dissolution, liquidation or winding up for the purpose of this
    Section 7.



 




    8. Additional
    Classes or Series of Stock



 



    The Board of Directors shall have the right at any time in the
    future to authorize, create and issue, by resolution or
    resolutions, one or more additional classes or series of stock
    of Freddie Mac, and to determine and fix the distinguishing
    characteristics and the relative rights, preferences, privileges
    and other terms of the shares thereof. Any such class or series
    of stock may rank prior to or on a parity with or junior to the
    Non-Cumulative Preferred Stock as to dividends or upon
    liquidation or otherwise.



 




    9. Miscellaneous



 



    (a) Any stock of any class or series of Freddie Mac shall
    be deemed to rank:



 



    (i) prior to the shares of the
    Non-Cumulative
    Preferred Stock, either as to dividends or distributions upon
    liquidation, if the holders of such class or series shall be
    entitled to the receipt of dividends or of amounts distributable
    upon dissolution, liquidation or winding up of Freddie Mac, as
    the case may be, in preference or priority to the holders of
    shares of the
    Non-Cumulative
    Preferred Stock;



 



    (ii) on a parity with shares of the Non-Cumulative
    Preferred Stock, either as to dividends or distributions upon
    liquidation, whether or not the dividend rates or amounts,
    dividend payment dates or redemption or liquidation prices per
    share, if any, be different from those of the
    Non-Cumulative
    Preferred Stock, if the holders of such class or series shall be
    entitled to the receipt of dividends or of amounts distributable
    upon dissolution, liquidation or winding up of Freddie Mac, as
    the case may be, in proportion to their respective dividend
    rates or amounts













 






    or liquidation prices, without preference or priority, one over
    the other, as between the holders of such class or series and
    the holders of shares of the
    Non-Cumulative
    Preferred Stock; and



 



    (iii) junior to shares of the
    Non-Cumulative
    Preferred Stock, either as to dividends or distributions upon
    liquidation, if such class or series shall be Common Stock, or
    if the holders of shares of the
    Non-Cumulative
    Preferred Stock shall be entitled to receipt of dividends or of
    amounts distributable upon dissolution, liquidation or winding
    up of Freddie Mac, as the case may be, in preference or priority
    to the holders of shares of such class or series.



 



    (b) Freddie Mac and any agent of Freddie Mac may deem and
    treat the holder of a share or shares of
    Non-Cumulative
    Preferred Stock, as shown in Freddie Mac’s books and
    records, as the absolute owner of such share or shares of
    Non-Cumulative
    Preferred Stock for the purpose of receiving payment of
    dividends in respect of such share or shares of
    Non-Cumulative
    Preferred Stock and for all other purposes whatsoever, and
    neither Freddie Mac nor any agent of Freddie Mac shall be
    affected by any notice to the contrary. All payments made to or
    upon the order of any such person shall be valid and, to the
    extent of the sum or sums so paid, effectual to satisfy and
    discharge liabilities for moneys payable by Freddie Mac on or
    with respect to any such share or shares of
    Non-Cumulative
    Preferred Stock.



 



    (c) The shares of the
    Non-Cumulative
    Preferred Stock, when duly issued, shall be fully paid and
    non-assessable.



 



    (d) The
    Non-Cumulative
    Preferred Stock shall be issued, and shall be transferable on
    the books of Freddie Mac, only in whole shares, it being
    intended that no fractional interests in shares of
    Non-Cumulative
    Preferred Stock shall be created or recognized by Freddie Mac.



 



    (e) For purposes of this Certificate, the term
    “Freddie Mac” means the Federal Home Loan Mortgage
    Corporation and any successor thereto by operation of law or by
    reason of a merger, consolidation or combination.



 



    (f) This Certificate and the respective rights and
    obligations of Freddie Mac and the holders of the
    Non-Cumulative
    Preferred Stock with respect to such
    Non-Cumulative
    Preferred Stock shall be construed in accordance with and
    governed by the laws of the United States, provided that the law
    of the Commonwealth of Virginia shall serve as the federal rule
    of decision in all instances except where such law is
    inconsistent with Freddie Mac’s enabling legislation, its
    public purposes or any provision of this Certificate.



 



    (g) Any notice, demand or other communication which by any
    provision of this Certificate is required or permitted to be
    given or served to or upon Freddie Mac shall be given or served
    in writing addressed (unless and until another address shall be
    published by Freddie Mac) to Freddie Mac, 8200 Jones Branch
    Drive, McLean, Virginia 22102, Attn: Vice President and
    Deputy General Counsel — Securities. Such notice,
    demand or other communication to or upon Freddie Mac shall be
    deemed to have been sufficiently given or made only upon actual
    receipt of a writing by Freddie Mac. Any notice, demand or other
    communication which by any provision of this Certificate is
    required or permitted to be given or served by Freddie Mac
    hereunder may be given or served by being deposited first class,
    postage prepaid, in the United States mail addressed (i) to
    the holder as such holder’s name and address may appear at
    such time in the books and records of Freddie Mac or
    (ii) if to a person or entity other than a holder of record
    of the Non-Cumulative Preferred Stock, to such person or entity
    at such address as appears to Freddie Mac to be appropriate at
    such time.













 






    Such notice, demand or other communication shall be deemed to
    have been sufficiently given or made, for all purposes, upon
    mailing.



 



    (h) Freddie Mac, by or under the authority of the Board of
    Directors, may amend, alter, supplement or repeal any provision
    of this Certificate pursuant to the following terms and
    conditions:



 



    (i) Without the consent of the holders of the
    Non-Cumulative Preferred Stock, Freddie Mac may amend, alter,
    supplement or repeal any provision of this Certificate to cure
    any ambiguity, to correct or supplement any provision herein
    which may be defective or inconsistent with any other provision
    herein, or to make any other provisions with respect to matters
    or questions arising under this Certificate, provided that such
    action shall not materially and adversely affect the interests
    of the holders of the Non-Cumulative Preferred Stock.



 



    (ii) The consent of the holders of at least 66 2/3% of
    all of the shares of the Non-Cumulative Preferred Stock at the
    time outstanding, given in person or by proxy, either in writing
    or by a vote at a meeting called for the purpose at which the
    holders of shares of the
    Non-Cumulative
    Preferred Stock shall vote together as a class, shall be
    necessary for authorizing, effecting or validating the
    amendment, alteration, supplementation or repeal of the
    provisions of this Certificate if such amendment, alteration,
    supplementation or repeal would materially and adversely affect
    the powers, preferences, rights, privileges, qualifications,
    limitations, restrictions, terms or conditions of the
    Non-Cumulative Preferred Stock. The creation and issuance of any
    other class or series of stock, or the issuance of additional
    shares of any existing class or series of stock of Freddie Mac
    (including the
    Non-Cumulative
    Preferred Stock), whether ranking prior to, on a parity with or
    junior to the Non-Cumulative Preferred Stock, shall not be
    deemed to constitute such an amendment, alteration,
    supplementation or repeal.



 



    (iii) Holders of the Non-Cumulative Preferred Stock shall
    be entitled to one vote per share on matters on which their
    consent is required pursuant to subparagraph (ii) of this
    paragraph (h). In connection with any meeting of such
    holders, the Board of Directors shall fix a record date, neither
    earlier than 60 days nor later than 10 days prior to
    the date of such meeting, and holders of record of shares of the
    Non-Cumulative
    Preferred Stock on such record date shall be entitled to notice
    of and to vote at any such meeting and any adjournment. The
    Board of Directors, or such person or persons as it may
    designate, may establish reasonable rules and procedures as to
    the solicitation of the consent of holders of the
    Non-Cumulative
    Preferred Stock at any such meeting or otherwise, which rules
    and procedures shall conform to the requirements of any national
    securities exchange on which the
    Non-Cumulative
    Preferred Stock may be listed at such time.













 






    (i) RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF THE
    NON-CUMULATIVE PREFERRED STOCK BY OR ON BEHALF OF A HOLDER SHALL
    CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER (AND ALL
    OTHERS HAVING BENEFICIAL OWNERSHIP OF SUCH SHARE OR SHARES) OF
    ALL OF THE TERMS AND PROVISIONS OF THIS CERTIFICATE. NO
    SIGNATURE OR OTHER FURTHER MANIFESTATION OF ASSENT TO THE TERMS
    AND PROVISIONS OF THIS CERTIFICATE SHALL BE NECESSARY FOR ITS
    OPERATION OR EFFECT AS BETWEEN FREDDIE MAC AND THE HOLDER (AND
    ALL SUCH OTHERS).



 



    IN WITNESS WHEREOF, I have hereunto set my hand and the seal of
    Freddie Mac this 17th day of July, 2006.



 


 




    [Seal]
    




    /s/  Kevin
    I. MacKenzie








    Kevin I. MacKenzie,
    Assistant Secretary