exv4w1










 




    Exhibit
    4.1







    FREDDIE
    MAC



 


 




    SEVENTH
    AMENDED AND RESTATED CERTIFICATE OF DESIGNATION,

    POWERS, PREFERENCES, RIGHTS, PRIVILEGES, QUALIFICATIONS,

    LIMITATIONS, RESTRICTIONS, TERMS AND CONDITIONS

    of

    VOTING COMMON STOCK

    (Par Value $0.21 Per Share)



 



    I, ROBERT E. BOSTROM, Corporate Secretary of the Federal
    Home Loan Mortgage Corporation, a government-sponsored
    enterprise of the United States of America (“Freddie
    Mac”), do hereby certify, pursuant to Resolution FHLMC
    No. 2007-26
    adopted by the Board of Directors of Freddie Mac (the
    “Board of Directors”) on November 26, 2007 and
    the authority delegated to the authorized officers thereunder
    (which resolution is in full force and effect), that:



 



    — Pursuant to Section 304(a) of the Federal Home
    Loan Mortgage Corporation Act, as amended
    (12 U.S.C. §1453(a)) (the “Freddie Mac
    Act”), the voting common stock of Freddie Mac (the
    “Common Stock”) shall be issued to such holders and in
    the manner and amount, and subject to any limitations on
    concentration of ownership, as Freddie Mac prescribes; and



 



    — The Common Stock has the following designation,
    powers, rights, privileges, qualifications, limitations,
    restrictions, terms and conditions:



 




    1.
    Designation, Par Value and Number of Shares.



 



    The Common Stock of Freddie Mac shall be designated “Common
    Stock,” shall have a par value of $0.21 per share, and
    shall consist of 806,000,000 shares that have been issued or
    authorized for issuance (without limitation upon the authority
    of the Board of Directors to authorize the issuance of
    additional shares from time to time).



 




    2.
    Dividends.



 



    (a) The holders of outstanding shares of Common Stock shall
    be entitled to receive, ratably, dividends (in cash, stock or
    other property), when, as and if declared by the Board of
    Directors out of assets legally available therefor. The amount
    of dividends, if any, to be paid to holders of the outstanding
    Common Stock from time to time and the dates of payment shall be
    fixed by the Board of Directors. Each such dividend shall be
    paid to the holders of record of outstanding shares of the
    Common Stock as they appear in the books and records of Freddie
    Mac on such record date, not to be earlier than 45 days nor
    later than 10 days preceding the applicable dividend
    payment date, as shall be fixed in advance by the Board of
    Directors.



 



    (b) Holders of shares of Common Stock shall not be entitled
    to any dividends, in cash, stock or other 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. Voting
    Rights.



 



    (a) The holders of the outstanding shares of Common Stock
    shall have the right to vote (i) for the election of
    directors of Freddie Mac to the extent prescribed by applicable
    federal law, (ii) with respect to the amendment,
    alteration, supplementation or repeal of the provisions of this
    Certificate to the extent provided in Section 10(h) hereof,
    and (iii) with respect to such other matters, if any, as
    may be prescribed by the Board of Directors, in its sole
    discretion, or by applicable federal law; provided, however,
    that no vote shall be cast or counted in respect of any shares
    of Common Stock which, pursuant to procedures implemented in
    accordance with Section 7(b) hereof, may not be voted, nor
    shall such shares be considered outstanding for the purposes of
    calculating the requisite number or percentage of shares whose
    vote is required as to any matter.



 



    (b) Holders of the outstanding shares of Common Stock
    entitled to vote shall be entitled to one vote per share on all
    matters presented to them for their vote. Such vote shall be
    cast in person or by proxy at a meeting of such holders or, if
    so determined by the Board of Directors, by written consent of
    the holders of the requisite number of




    

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    shares of Common Stock. 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
    Common 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 vote of holders of Common Stock at any such meeting or
    otherwise, as to the conduct of such vote, as to quorum
    requirements therefor, as to the requisite number or percentage
    of affirmative votes required for the approval of any matter and
    as to all related questions. Such rules and procedures shall
    conform to the requirements of any national securities exchange
    on which the Common Stock may be listed.



 




    4. No
    Redemption.



 



    Freddie Mac shall not, and shall not have the right to, redeem
    any shares of Common Stock whether for cash, stock or other
    property.



 




    5. No
    Conversion Rights.



 



    The holders of shares of Common Stock shall not have any right
    to convert such shares into or exchange such shares for any
    other class or series of stock or obligation of Freddie Mac.



 




    6. No
    Preemptive Rights.



 



    No holder of Common 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.
    Ownership Reports.



 



    (a) Except as otherwise provided herein, any beneficial
    owner (as such term is defined in Securities and Exchange
    Commission (“SEC”)
    Rule 13d-3
    under the Securities Exchange Act of 1934 (the “Exchange
    Act”)) of the outstanding Common Stock shall furnish in
    writing to Freddie Mac and to each exchange where the Common
    Stock is listed such statements of beneficial ownership of the
    Common Stock, and amendments thereto, on such forms, in such
    time periods and in such manner as would be required by Exchange
    Act Sections 13(d) and 13(g) and by SEC regulations
    thereunder if the Common Stock were an equity security of a
    class registered under Exchange Act Section 12. Statements
    of beneficial ownership furnished to Freddie Mac under this
    Section 7 shall be publicly available and may be furnished
    to any person upon request and payment of any costs therefor,
    and Freddie Mac shall assume no liability for the contents of
    such documents. All references to the Exchange Act and any rules
    and regulations promulgated thereunder shall mean such statute,
    or such rules and regulations, as amended and in effect from
    time to time, including any successor statute, rules or
    regulations.



 



    (b) The CEO or his designee shall be empowered to take such
    steps and implement such procedures as he deems to be necessary
    or appropriate to ensure compliance with the reporting
    requirements set forth in this Section 7, including the
    refusal to permit the voting of any excess shares of Common
    Stock beneficially owned by any person failing to comply with
    such requirements. For purposes of this Section 7, excess
    shares shall include all shares of Common Stock beneficially
    owned by a person other than that number of shares the
    beneficial ownership of which would not give rise to a reporting
    obligation if such number constituted all of the shares
    beneficially owned by such person.



 



    (c) Any beneficial owner of shares of Common Stock believed
    by Freddie Mac to be in violation of the reporting requirements
    imposed by this Section 7 shall be required to respond to
    inquiries by the CEO or his designee made for the purpose of
    determining the existence, nature or extent of any such
    violation. Such inquiry shall be made in writing sent by first
    class mail, postage prepaid, shall set forth the reporting
    requirements referred to in this Section 7 and shall
    require such beneficial owner to provide Freddie Mac with such
    information concerning such beneficial ownership as may be
    specified in such inquiry. If such inquiry shall not have been
    responded to in a manner satisfactory to Freddie Mac within five
    business days after the date on which it was mailed, the shares
    to which the inquiry pertains shall be considered for all
    purposes to be beneficially owned in violation of the reporting
    requirements imposed by this Section 7, and the CEO or his
    designee shall be authorized to invoke the measures authorized
    by paragraph (b) of this Section 7, including the
    refusal to permit the voting of such shares.




    

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    (d) Any resolution or determination of, or decision or
    exercise of any discretion or power by, the Board of Directors
    or the officers, employees and agents of Freddie Mac hereunder
    shall be conclusive and binding on any beneficial owner of
    Common Stock affected and all persons concerned and shall not be
    open to challenge, whether as to its validity or otherwise, on
    any grounds whatsoever, and the Board of Directors, Freddie Mac
    and its officers, employees and agents shall not have any
    liability whatsoever in respect thereof.



 



    (e) Each certificate representing a share or shares of
    Common Stock issued after December 10, 1990 shall bear a
    conspicuous legend to the effect that ownership of the Common
    Stock is subject to the reporting requirements of this
    Section 7.



 



    (f) The Board of Directors shall have the right at any time
    to remove, relax or grant exceptions to the reporting
    requirements imposed under this Section 7.



 




    8.
    Liquidation Rights.



 



    (a) Upon the 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, and after any payment or distribution shall have
    been made on any other class or series of stock of Freddie Mac
    ranking prior to the Common Stock upon liquidation, the holders
    of the outstanding shares of the Common 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 any other class or series of stock of Freddie
    Mac ranking junior to the Common Stock upon liquidation, the
    amount of $0.21 per share, plus a sum equal to all dividends
    declared but unpaid on such shares to the date of final
    distribution. The holders of the outstanding shares of any class
    or series of stock of Freddie Mac ranking prior to, on a parity
    with or junior to the Common Stock upon liquidation shall also
    receive out of such assets payment of any corresponding
    preferential amount to which the holders of such stock may, by
    the terms thereof, be entitled. Thereafter, subject to the
    foregoing and to the provisions of paragraph (b) of this
    Section 8, the balance of any assets of Freddie Mac
    available for distribution to stockholders upon such
    dissolution, liquidation or winding up shall be distributed to
    the holders of outstanding Common Stock in the aggregate.



 



    (b) Notwithstanding the foregoing, upon the dissolution,
    liquidation or winding up of Freddie Mac, the holders of shares
    of the Common 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 8 unless and until the
    holders of any classes or series of stock of Freddie Mac ranking
    prior upon liquidation to the Common Stock have been paid all
    amounts to which such classes or series of stock are entitled
    pursuant to their respective terms.



 



    (c) Neither the sale of all or substantially all 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 8.



 




    9.
    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
    Common Stock as to dividends or upon liquidation or otherwise.



 




    10.
    Miscellaneous.



 



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



 



    (i) prior to the shares of the Common Stock, either as to
    dividends or upon liquidation, if the holder 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 Common Stock;



 



    (ii) on a parity with shares of the Common Stock, either as
    to dividends or upon liquidation, whether or not the dividend
    rates or amounts, dividend payment dates or redemption or
    liquidation prices per share, if any,




    

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    be different from those of the Common 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 Common Stock; and



 



    (iii) junior to shares of the Common Stock, either as to
    dividends or upon liquidation, if the holders of shares of the
    Common Stock 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 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 Common Stock, as shown
    in Freddie Mac’s books and records, as the absolute owner
    of such share or shares of Common Stock for the purpose of
    receiving payment of dividends in respect of such share or
    shares of Common 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 Common Stock.



 



    (c) The shares of the Common Stock, when duly issued, shall
    be fully paid and non-assessable. Any shares owned by Freddie
    Mac shall retain the status of issued shares, unless and until
    Freddie Mac shall retire and cancel the same, but such shares
    shall not be regarded as outstanding while so owned.



 



    (d) Except as otherwise provided in Freddie Mac’s
    Employee Stock Purchase Plan or any other executive compensation
    or employee benefit plan or any direct stock purchase plan
    currently in effect or hereafter adopted by Freddie Mac, the
    Common Stock shall be issued, and shall be transferable on the
    books of Freddie Mac, only in whole shares, it being intended
    that, except as provided in said Plan or plans, no fractional
    interests in shares of the Common Stock shall be created or
    recognized by Freddie Mac.



 



    (e) For the 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 Common Stock with
    respect to such Common 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 the Federal Home Loan Mortgage
    Corporation, 8200 Jones Branch Drive, McLean, Virginia
    22102, Attn: Executive Vice President, General Counsel and
    Corporate Secretary. 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 a United
    States post office letter box 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 Common Stock,
    to such person or entity at such address as appears to Freddie
    Mac to be appropriate at such time.



 



    (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 affirmative vote of the holders of the
    Common 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 Common Stock.




    

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    (ii) The affirmative vote by the holders of shares
    representing at least 66 2/3% of all of the shares of the
    Common Stock at the time outstanding and entitled to vote,
    voting together as a class, shall be necessary for authorizing,
    effecting or validating the amendment, alteration,
    supplementation or repeal of any 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 Common Stock. The
    creation and issuance of any other class or series of stock of
    Freddie Mac, whether ranking prior to, on a parity with or
    junior to the Common Stock, or any split or reverse split of the
    Common Stock (including any attendant proportionate adjustment
    to the par value thereof), shall not be deemed to constitute
    such an amendment, alteration, supplementation or repeal.



 



    (i) RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF
    COMMON 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 executed this Certificate as of this
    27th day of February, 2008.



 


 




    [Seal]



 



                        




    /s/  Robert
    E. Bostrom









    Robert E. Bostrom,
    Corporate Secretary
    




    

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