exv4w26







 




    Exhibit 4.26



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION



 




    GLOBAL
    DEBT FACILITY AGREEMENT



 



    AGREEMENT, dated as of March 17, 2008, among the
    Federal Home Loan Mortgage Corporation (“Freddie
    Mac”) and Holders of Debt Securities (each as
    hereinafter defined).



 



    Whereas:



 



    (a)  Freddie Mac is a corporation duly organized and
    existing under and by virtue of the laws of the United States
    (Title III of the Emergency Home Finance Act of 1970, as
    amended (the “Freddie Mac Act”)) and has full
    corporate power and authority to enter into this Agreement and
    to undertake the obligations undertaken by it herein;



 



    (b)  Pursuant to Section 306(a) of the Freddie
    Mac Act, Freddie Mac is authorized, upon such terms and
    conditions as it may prescribe, to borrow, to pay interest or
    other return, and to issue notes, bonds or other obligations or
    securities; and



 



    (c)  To provide funds to permit Freddie Mac to engage
    in activities consistent with its statutory purposes, Freddie
    Mac has established a Global Debt Facility (the
    “Facility”) and authorized the issuance, from
    time to time, pursuant to this Agreement, of unsecured general
    obligations of Freddie Mac or, if so provided in the applicable
    Supplemental Agreement (as hereinafter defined), secured
    obligations or unsecured subordinated obligations of Freddie Mac
    (“Debt Securities”).



 



    NOW, THEREFORE, in consideration of the premises and
    mutual covenants herein contained, it is hereby agreed that the
    following terms and conditions of this Agreement (including, as
    to each issue of the Debt Securities, the applicable
    Supplemental Agreement) shall govern the Debt Securities and the
    rights and obligations of Freddie Mac and Holders with respect
    to the Debt Securities.



 




    ARTICLE I



 




    Definitions



 



    Whenever used in this Agreement, the following words and phrases
    shall have the following meanings, unless the context otherwise
    requires.



 



    Additional Debt Securities:  Debt Securities
    issued by Freddie Mac with the same terms (other than Issue
    Date, interest commencement date and issue price) and conditions
    as Debt Securities for which settlement has previously occurred
    so as to form a single series of Debt Securities as specified in
    the applicable Supplemental Agreement.



 



    Agreement:  This Global Debt Facility Agreement
    dated as of March 17, 2008, as it may be amended or
    supplemented from time to time, and successors thereto pursuant
    to which Freddie Mac issues the Debt Securities.



 



    Amortizing Debt Securities:  Debt Securities on
    which Freddie Mac makes periodic payments of principal during
    the terms of such Debt Securities as described in the related
    Supplemental Agreement.



 



    Beneficial Owner:  The entity or individual
    that beneficially owns a Debt Security.













 






    Bonds:  Callable or non-callable Debt
    Securities with maturities of more than ten years.



 



    Book-Entry Rules:  The Department of Housing
    and Urban Development regulations (24 C.F.R. Part 81,
    Subpart H) applicable to Freddie Mac’s book-entry
    securities and such procedures as to which Freddie Mac and the
    FRBNY may agree.



 



    Business Day:  (i) With respect to Fed
    Book-Entry Debt Securities, any day other than (a) a
    Saturday, (b) a Sunday, (c) a day on which the FRBNY
    is closed, (d) as to any Holder of a Fed Book-Entry Debt
    Security, a day on which the Federal Reserve Bank that maintains
    the Holder’s account is closed, or (e) a day on which
    Freddie Mac’s offices are closed; and (ii) with
    respect to Registered Debt Securities, any day other than
    (a) a Saturday, (b) a Sunday, (c) a day on which
    banking institutions are closed in (1) the City of New York
    or (2) if the Specified Payment Currency is other than U.S.
    dollars or euros, the Principal Financial Center of the country
    of such Specified Payment Currency, (d) if the Specified
    Payment Currency is euros, a day on which the TARGET system is
    not open for settlements, or a day on which payments in euros
    cannot be settled in the international interbank market as
    determined by the Global Agent, (e) for any required
    payment, a day on which banking institutions are closed in the
    place of payment, or (f) a day on which Freddie Mac’s
    offices are closed.



 



    Calculation Agent:  Freddie Mac or a bank or
    broker-dealer designated by Freddie Mac in the applicable
    Supplemental Agreement as the entity responsible for determining
    the interest rate on a Variable Rate Debt Security.



 



    Calculation Date:  In each year, each of those
    days in the calendar year that are specified in the applicable
    Supplemental Agreement as being the scheduled Interest Payment
    Dates regardless, for this purpose, of whether any such date is
    in fact an Interest Payment Date and, for the avoidance of
    doubt, a “Calculation Date” may occur prior to the
    Issue Date or after the last Principal Payment Date.



 



    Callable Reference Notes:  U.S. dollar
    denominated, callable Reference Securities with maturities of
    more than one year.



 



    Cap:  A maximum interest rate at which interest
    may accrue on a Variable Rate Debt Security during any Interest
    Reset Period.



 



    Citibank — London:  Citibank, N.A.,
    London office, the Global Agent for Registered Debt Securities.



 



    Citigroup — Frankfurt:  Citigroup
    Global Markets Deutschland AG & Co. KGaA, the
    Registrar for Registered Debt Securities.



 



    Clearstream, Luxembourg:  Clearstream Banking,
    societe anonyme, which holds securities for its participants and
    facilitates the clearance and settlement of securities
    transactions between its participants through electronic
    book-entry changes in accounts of its participants.



 



    CMS Determination Date:  The second New York
    Banking Day preceding the applicable Reset Date.



 



    CMS Rate:  The rate for U.S. dollar swap
    transactions for the applicable Index Currency and applicable
    Index Maturity, expressed as a percentage, as determined by the
    Calculation Agent in accordance with Section 2.07(i)(N).




    

    2








 






    CMT Determination Date:  The second New York
    Banking Day preceding the applicable Reset Date.



 



    CMT Rate:  The weekly average yield, expressed
    as a per annum rate, on U.S. Treasury Securities, adjusted to a
    specified constant maturity, as determined by the Calculation
    Agent in accordance with Section 2.07(i)(M).



 



    Code:  The Internal Revenue Code of 1986, as
    amended.



 



    Common Depositary:  The common depositary for
    Euroclear, Clearstream, Luxembourg and/or any other applicable
    clearing system, which will hold Other Registered Debt
    Securities on behalf of Euroclear, Clearstream, Luxembourg
    and/or any such other applicable clearing system.



 



    Currency Exchange Bank:  The currency exchange
    bank specified in the applicable Supplemental Agreement that
    will convert any amounts paid by Freddie Mac in a Specified
    Payment Currency on DTC Registered Debt Securities to U.S.
    Holders into U.S. dollars.



 



    CUSIP Number:  A unique nine-character
    designation assigned to each Debt Security by the CUSIP Service
    Bureau and used to identify each issuance of Debt Securities on
    the records of the Federal Reserve Banks or DTC, as applicable.



 



    Day Rate:  The arithmetic mean for each day in
    a Seven-Day Period as determined by the Calculation Agent in
    accordance with Section 2.07(i)(P)(2).



 



    Debt Securities:  Unsecured subordinated or
    unsubordinated notes, bonds and other debt securities issued
    from time to time by Freddie Mac under the Facility.



 



    Deleverage Factor:  A Multiplier of less than
    one by which an applicable Index is multiplied.



 



    Depository:  DTC or any successor.



 



    Deposits:  Deposits commencing on the
    applicable Reset Date.



 



    Designated EURIBOR Reuters Page:  The display
    on Reuters Page 248 or any successor page or such other page (or
    any successor page) on that service or any successor service
    specified in the applicable Supplemental Agreement for the
    purpose of displaying rates for Deposits in euros.



 



    Designated EUR-LIBOR Reuters Page:  The display
    on Reuters Page 3750 or any successor page or such other page
    (or any successor page) on that service or any successor service
    specified in the applicable Supplemental Agreement for the
    purpose of displaying rates for Deposits in euros.



 



    Designated Reuters Page:  The display on
    Reuters Page 3750 (or where the Index Currency is
    Australian dollars, Swiss francs or Yen, Page 3740) or
    any successor page or such other page (or any successor page) on
    that service or any successor service specified in the
    applicable Supplemental Agreement for the purpose of displaying
    British Bankers’ Association interest settlement rates for
    Deposits in the Index Currency.



 



    Determination Date:  The date as of which the
    rate of interest applicable to an Interest Reset Period is
    determined.



 



    Determination Period:  The period from, and
    including, one Calculation Date to, but excluding, the next
    Calculation Date.




    

    3








 






    DTC:  The Depository Trust Company, a
    limited-purpose trust company, which holds securities for DTC
    participants and facilitates the clearance and settlement of
    transactions between DTC participants through electronic
    book-entry changes in accounts of DTC participants.



 



    DTC Registered Debt Securities:  Registered
    Debt Securities registered in the name of a nominee of DTC,
    which will clear and settle through the system operated by DTC.



 



    EC:  The European Community.



 



    EURIBOR:  The rate for Deposits in euros
    designated as such and sponsored jointly by the European Banking
    Federation and ACI — the Financial Market Association
    (or any company established by the joint sponsors for purposes
    of compiling and publishing such rates), as determined by the
    Calculation Agent in accordance with Section 2.07(i)(J) or
    as provided in the applicable Supplemental Agreement.



 



    EURIBOR Determination Date:  The second TARGET
    Business Day preceding the applicable Reset Date, unless EURIBOR
    is determined in accordance with Section 2.07(i)(J)(3), in
    which case it means the applicable Reset Date.



 



    EUR-LIBOR:  The daily average of the London
    interbank offered rates for Deposits in euros having the Index
    Maturity, as determined by the Calculation Agent in accordance
    with Section 2.07(i)(I) or as provided in the applicable
    Supplemental Agreement.



 



    EUR-LIBOR Determination Date:  The second
    TARGET Business Day preceding the applicable Reset Date, unless
    EUR-LIBOR is determined in accordance with
    Section 2.07(i)(I)(3),
    in which case it means the applicable Reset Date.



 



    Euroclear:  Euroclear System, a depositary that
    holds securities for its participants and clears and settles
    transactions between its participants through simultaneous
    electronic book-entry delivery against payment.



 



    Euro Representative Amount:  A principal amount
    of not less than the equivalent of U.S. $1,000,000 in euros
    that, in the Calculation Agent’s sole judgment, is
    representative for a single transaction in the relevant market
    at the relevant time.



 



    Euro-Zone:  The region consisting of member
    states of the European Union that adopt the single currency in
    accordance with the Treaty.



 



    EMU:  European Monetary Union; the convergence
    of key features of the economies of certain participating
    European countries, including the adoption of a common monetary
    unit called the euro.



 



    Facility:  The Global Debt Facility described
    in the Offering Circular dated March 17, 2008 under which
    Freddie Mac issues the Debt Securities.



 



    Fed Book-Entry Debt Securities:  U.S. dollar
    denominated Debt Securities issued and maintained in book-entry
    form on the Fed Book-Entry System.



 



    Fed Book-Entry System:  The book-entry system
    of the Federal Reserve Banks which provides book-entry holding
    and settlement for U.S. dollar denominated securities issued by
    the U.S. Government, certain of its agencies, instrumentalities,
    government-sponsored enterprises and international organizations
    of which the United States is a member.




    

    4








 






    Federal Funds Rate (Daily):  The rate
    determined by the Calculation Agent in accordance with
    Section 2.07(i)(O).



 



    Federal Funds Rate (Daily) Determination
    Date:  The applicable Reset Date; provided,
    however, that if the Reset Date is not a Business Day, then the
    Federal Funds Rate (Daily) Determination Date means the Business
    Day immediately following the applicable Reset Date.



 



    Federal Funds Rate (Weekly Average):  The rate
    determined by the Calculation Agent in accordance with
    Section 2.07(i)(P).



 



    Federal Reserve Bank:  Each U.S. Federal
    Reserve Bank that maintains Debt Securities in book-entry form.



 



    Federal Reserve Banks:  Collectively, the
    Federal Reserve Banks.



 



    Fiscal Agency Agreement:  The Uniform Fiscal
    Agency Agreement between Freddie Mac and the FRBNY.



 



    Fiscal Agent:  The FRBNY is fiscal agent for
    Fed Book-Entry Debt Securities.



 



    Fixed Principal Repayment Amount:  An amount
    equal to 100% of the principal amount of a Debt Security,
    payable on the applicable Maturity Date or earlier date of
    redemption or repayment or a specified amount above or below
    such principal amount, as provided in the applicable
    Supplemental Agreement.



 



    Fixed Rate Debt Securities:  Debt Securities
    that bear interest at a single fixed rate.



 



    Fixed/Variable Rate Debt Securities:  Debt
    Securities that bear interest at a single fixed rate during one
    or more specified periods and at a variable rate determined by
    reference to one or more Indices, or otherwise, during one or
    more other periods. As to any such fixed rate period, the
    provisions of this Agreement relating to Fixed Rate Debt
    Securities shall apply, and, as to any such variable rate
    period, the provisions of this Agreement relating to Variable
    Rate Debt Securities shall apply.



 



    Floor:  A minimum interest rate at which
    interest may accrue on a Debt Security during any Interest Reset
    Period.



 



    Freddie Mac:  Federal Home Loan Mortgage
    Corporation, a stockholder-owned United States
    government-sponsored enterprise chartered pursuant to the
    Freddie Mac Act.



 



    Freddie Mac Act:  Title III of the
    Emergency Home Finance Act of 1970, as amended, 12 U.S.C.
    §1451-1459.



 



    FRBNY:  The Federal Reserve Bank of New York.



 



    Global Agency Agreement:  The agreement between
    Freddie Mac, the Global Agent and the Registrar.



 



    Global Agent:  The entity selected by Freddie
    Mac to act as its fiscal, transfer and paying agent for
    Registered Debt Securities.



 



    Holder:  In the case of Fed Book-Entry Debt
    Securities, the entity whose name appears on the book-entry
    records of a Federal Reserve Bank as Holder; in the case of
    Registered Debt Securities in global registered form, the
    depository, or its nominee, in whose name the Registered Debt
    Securities are registered on behalf of a related clearing
    system; and, in the case




    

    5








 






    of Registered Debt Securities in definitive registered form, the
    person or entity in whose name such Debt Securities are
    registered in the Register.



 



    H.15 (519): The weekly statistical release entitled
    “Statistical Release H.15 (519),” or any successor
    publication, published by the Board of Governors of the Federal
    Reserve System.



 



    Holding Institutions:  Entities eligible to
    maintain book-entry accounts with a Federal Reserve Bank.



 



    Index:  LIBOR, EUR-LIBOR, EURIBOR, Prime Rate,
    Treasury Rate, CMT Rate, CMS Rate, Federal Funds Rate (Daily),
    or Federal Funds (Weekly Average) or other specified interest
    rate, exchange rate or other index, as the case may be.



 



    Index Currency:  The currency or currency unit
    specified in the applicable Supplemental Agreement with respect
    to which an Index will be calculated for a Variable Rate Debt
    Security; provided, however, that if euros are substituted for
    such currency or currency unit, the Index Currency will be euros
    and, with respect to LIBOR, the determination provisions for
    EUR-LIBOR will apply to such Debt Securities upon such
    substitution. If no such currency or currency unit is specified
    in the applicable Supplemental Agreement, the Index Currency
    will be U.S. dollars.



 



    Index Maturity:  The period with respect to
    which an Index will be calculated for a Variable Rate Debt
    Security that is specified in the applicable Supplemental
    Agreement.



 



    Interest Component:  Each future interest
    payment, or portion thereof, due on or prior to the Maturity
    Date, or if the Debt Security is subject to redemption or
    repayment prior to the Maturity Date, the first date on which
    such Debt Security is subject to redemption or repayment.



 



    Interest Payment Date:  The date or dates on
    which interest on Debt Securities will be payable in arrears.



 



    Interest Payment Period:  Unless otherwise
    provided in the applicable Supplemental Agreement, the period
    beginning on (and including) the Issue Date or the most recent
    Interest Payment Date, as the case may be, and ending on (but
    excluding) the earlier of the next Interest Payment Date or the
    Principal Payment Date.



 



    Interest Reset Period:  The period beginning on
    the applicable Reset Date and ending on the calendar day
    preceding the next Reset Date.



 



    Issue Date:  The date on which Freddie Mac
    wires an issue of Debt Securities to Holders or other date
    specified in the applicable Supplemental Agreement.



 



    Leverage Factor:  A Multiplier of greater than
    one by which an applicable Index is multiplied.



 



    LIBOR:  The daily average of the London
    interbank offered rates for Deposits in the Index Currency
    having the Index Maturity, as determined by the Calculation
    Agent in accordance with Section 2.07(i)(H) or as provided
    in the applicable Supplemental Agreement.



 



    LIBOR Determination Date:  The second London
    Banking Day preceding the applicable Reset Date unless the Index
    Currency is Sterling, in which case it means the applicable
    Reset Date.




    

    6








 






    London Banking Day:  Any day on which
    commercial banks are open for business (including dealings in
    foreign exchange and deposits in the Index Currency) in London.



 



    Maturity Date:  The date, one day or longer
    from the Issue Date, on which a Debt Security will mature unless
    redeemed or repaid prior thereto.



 



    Multiplier:  A constant or variable number
    (which may be greater than or less than one) to be multiplied by
    the relevant Index for a Variable Rate Debt Security.



 



    Non-U.S. Currency: Specified Currency other than U.S.
    dollars.



 



    Notes:  Callable or non-callable Debt
    Securities with maturities of more than one year.



 



    New York Banking Day:  Any day other than
    (a) a Saturday, (b) a Sunday, (c) a day on which
    banking institutions in the City of New York are required or
    permitted by law or executive order to close, or (d) a day
    on which the FRBNY is closed.



 



    Offering Circular:  The Freddie Mac Global Debt
    Facility Offering Circular dated March 17, 2008 (including
    any related Offering Circular Supplement) and successors thereto.



 



    OID Determination Date:  The last day of the
    last accrual period ending prior to the date of the meeting of
    Holders (or, for consents not at a meeting, prior to a date
    established by Freddie Mac). The accrual period will be the same
    as the accrual period used by Freddie Mac to determine its
    deduction for accrued original issue discount under section 163
    (e) of the Code.



 



    Other Registered Debt Securities:  Registered
    Debt Securities that are not DTC Registered Debt Securities,
    that are deposited with a Common Depositary and that will clear
    and settle through the systems operated by Euroclear,
    Clearstream, Luxembourg and/or any such other applicable
    clearing system other than DTC.



 



    Pricing Supplement:  A supplement to the
    Offering Circular that describes the specific terms, of, and
    provides pricing information and other information for, an issue
    of Debt Securities or which otherwise amends, modifies or
    supplements the terms of the Offering Circular.



 



    Prime Rate:  The arithmetic mean of the U.S.
    dollar prime rates or base lending rates, as determined by the
    Calculation Agent in accordance with Section 2.07(i)(K).



 



    Prime Rate Determination Date:  The New York
    Banking Day preceding the applicable Reset Date.



 



    Principal Component:  The principal payment
    plus any interest payments that are either due after the date
    specified in, or are specified as ineligible for stripping in,
    the applicable Supplemental Agreement.



 



    Principal Financial Center:  The capital city
    of the country of the Specified Payment Currency, or solely with
    respect to the calculation of LIBOR, the Index Currency, as the
    case may be, as specified in the applicable Supplemental
    Agreement except that with respect to U.S. dollars, Sterling,
    Yen, the euro and Swiss francs, the Principal Financial Center
    shall be the City of New York, London, Tokyo, Brussels and
    Zurich, respectively.



 



    Principal Payment Date:  The Maturity Date, or
    the earlier date of redemption or repayment, if any (whether
    such redemption or repayment is in whole or in part).




    

    7








 






    Range Accrual Debt Securities:  Debt Securities
    on which no interest may accrue during periods when the
    applicable index is outside a specified range as described in
    the related Supplemental Agreement.



 



    Record Date:  As to Registered Debt Securities,
    the fifteenth calendar day preceding an Interest Payment Date.
    Interest on a Registered Debt Security will be paid to the
    Holder of such Registered Debt Security as of the close of
    business on the Record Date.



 



    Reference Bonds:  U.S. dollar denominated,
    non-callable Reference Securities with maturities of more than
    ten years.



 



    Reference Notes:  U.S. dollar denominated,
    non-callable Reference Securities with maturities of more than
    one year.



 



    Reference Securities:  Scheduled U.S. dollar
    denominated issues of Debt Securities in large principal
    amounts, which may be either Callable Reference Notes, Reference
    Bonds or Reference Notes.



 



    Register:  A register of the Holders of
    Registered Debt Securities maintained by the Registrar.



 



    Registered Debt Securities:  Debt Securities
    issued and maintained in global registered or definitive
    registered form on the books and records of the Registrar.



 



    Registrar:  The entity selected by Freddie Mac
    to maintain the Register.



 



    Reference Treasury Bill Auction:  The most
    recent auction of Treasury Bills prior to a given Reset Date.



 



    Representative Amount:  A principal amount of
    not less than U.S. $1,000,000 (or, if the Index Currency is
    other than U.S. dollars, a principal amount not less than the
    equivalent in the Index Currency) that, in the Calculation
    Agent’s sole judgment, is representative for a single
    transaction in the relevant market at the relevant time.



 



    Reset Date:  The date on which a new rate of
    interest on a Debt Security becomes effective.



 



    Reuters US PRIME1 Page:  The display designated
    as page “USPRIME1”’ on Reuters, or any successor
    page or such other page (or any successor page) on that service
    or any successor service specified in the applicable
    Supplemental Agreement.



 



    Reuters US/FEDRATES1 Page:  The display
    designated as page “US/FEDRATES1” on Reuters, or any
    successor page or such other page (or any successor page) on
    that service or any successor service specified in the
    applicable Supplemental Agreement.



 



    Senior Obligations:  Unsecured general
    obligations of Freddie Mac having the same priority as all other
    unsecured and unsubordinated debt of Freddie Mac and ranking
    senior to any Subordinated Debt Securities. For any Subordinated
    Debt Securities offering, the Senior Obligations will be
    identified by category in the applicable Supplemental Agreement.



 



    Seven-Day Period:  As defined in
    Section 2.07(i)(P)(1).



 



    Singapore Stock Exchange:  The Singapore
    Exchange Securities Trading Limited.




    

    8








 






    Specified Currency:  The currency or currency
    unit in which a Debt Security may be denominated and in which
    payments of principal of and interest on a Debt Security may be
    made.



 



    Specified Interest Currency:  The Specified
    Currency provided for the payment of interest on Debt Securities.



 



    Specified Payment Currency:  The term to which
    the Specified Interest Currency and Specified Principal Currency
    are referred collectively.



 



    Specified Principal Currency:  The Specified
    Currency provided for the payment of principal on Debt
    Securities.



 



    Spread:  A constant or variable number to be
    added to or subtracted from the relevant Index for a Variable
    Rate Debt Security.



 



    Step Debt Securities:  Debt Securities that
    bear interest at different fixed rates during different
    specified periods.



 



    Sterling:  British pounds sterling.



 



    Subordinated Debt Securities:  Unsecured
    subordinated obligations of Freddie Mac ranking junior to any
    Senior Obligations (as defined in the applicable Supplemental
    Agreement) and with such other terms, including, but not limited
    to, terms relating to payment priority or payment suspension,
    limitation or deferral (if any), as are set forth in the
    applicable Supplemental Agreement.



 



    Supplemental Agreement:  An agreement which, as
    to the related issuance of Debt Securities, supplements the
    other provisions of this Agreement and identifies and
    establishes the particular offering of Debt Securities issued in
    respect thereof. A Supplemental Agreement may be documented by a
    supplement to this Agreement, a Pricing Supplement, a
    confirmation or a terms sheet. A Supplemental Agreement may, as
    to any particular issuance of Debt Securities, modify, amend or
    supplement the provisions of this Agreement in any respect
    whatsoever. A Supplemental Agreement shall be effective and
    binding as of its publication, whether or not executed by
    Freddie Mac.



 



    TARGET:  The Trans-European Automated Real-Time
    Gross Settlement Express Transfer system.



 



    TARGET Business Day:  A day on which the TARGET
    system is operating.



 



    Targeted Registered Debt Securities:  Debt
    Securities “targeted to foreign markets” under U.S.
    Treasury regulations and offered or sold solely to persons
    outside the United States or its territories or possessions.



 



    Treaty:  The treaty establishing the EC, as
    amended by the treaty on European Union.



 



    Treasury Bills:  Direct obligations of the
    United States.



 



    Treasury Department:  United States Department
    of the Treasury.



 



    Treasury Rate:  The auction average rate for
    Treasury Bills, as determined by the Calculation Agent in
    accordance with Section 2.07(i)(L).




    

    9








 






    Variable Principal Repayment Amount:  The
    principal amount determined by reference to one or more Indices
    or otherwise, payable on the applicable Maturity Date or date of
    redemption or repayment of a Debt Security, as specified in the
    applicable Supplemental Agreement.



 



    Variable Rate Debt Securities:  Debt Securities
    that bear interest at a variable rate, and reset periodically,
    determined by reference to one or more Indices or otherwise.



 



    Yen:  Japanese yen.



 



    Zero Coupon Debt Securities:  Debt Securities
    that do not bear interest and are issued at a discount to their
    principal amount.



 




    ARTICLE II



 




    Authorization;
    Certain Terms



 



    Section 2.01. Authorization.



 



    Debt Securities shall be issued by Freddie Mac in accordance
    with the authority vested in Freddie Mac by Section 306(a)
    of the Freddie Mac Act. The indebtedness represented by the Debt
    Securities shall be unsecured general obligations of Freddie
    Mac, or, if so provided in the applicable Supplemental
    Agreement, secured obligations or unsecured subordinated
    obligations of Freddie Mac. Debt Securities shall be offered
    from time to time by Freddie Mac in an unlimited amount and
    shall be known by the designation given them, and have the
    Maturity Dates stated, in the applicable Supplemental Agreement.
    Freddie Mac, in its discretion and at any time, may offer
    Additional Debt Securities having the same terms and conditions
    as Debt Securities previously offered. The Debt Securities may
    be issued as Reference Securities, which includes Callable
    Reference Notes, Reference Notes and Reference Bonds, or may be
    issued as any other Debt Securities, denominated in U.S. dollars
    or other currencies, with maturities of one day or longer and
    may be in the form of Notes or Bonds or otherwise. Issuances may
    consist of new issues of Debt Securities or reopenings of an
    existing issue of Debt Securities.



 



    Section 2.02. Other Debt Securities Issued Hereunder.



 



    Freddie Mac may from time to time create and issue Debt
    Securities hereunder which contain terms and conditions not
    specified in this Agreement. Such Debt Securities shall be
    governed by the applicable Supplemental Agreement and, to the
    extent that the terms of this Agreement are not inconsistent
    with Freddie Mac’s intent in creating and issuing such Debt
    Securities, by the terms of this Agreement. Such Debt Securities
    shall be secured obligations or unsecured subordinated
    obligations of Freddie Mac. If the Debt Securities are secured
    obligations of Freddie Mac, the provisions of Article V
    hereof shall apply to such Debt Securities, and if the Debt
    Securities are unsecured subordinated obligations of Freddie
    Mac, the provisions of Article VI hereof shall apply to
    such Debt Securities.



 



    Section 2.03. Specified Currencies and Specified Payment
    Currencies.



 



    (a)  Each Debt Security shall be denominated and
    payable in such Specified Currency as determined by Freddie Mac.
    Fed Book-Entry Debt Securities will be denominated and payable
    in U.S. dollars only.



 



    (b)  Except under the circumstances provided in
    Section 2.03(c)(i) and (ii) and Article VI
    hereof, Freddie Mac shall make payments of any interest on Debt
    Securities in the Specified Interest Currency and shall make
    payments of the principal of Debt Securities in the Specified




    

    10








 






    Principal Currency. The Specified Currency for the payment of
    interest and principal with respect to any Debt Security shall
    be set forth in the applicable Supplemental Agreement.



 



    (c)  European Economic and Monetary Union and
    Unavailability



 



    (i)  European Economic and Monetary
    Union.  The Treaty contemplated that EMU would
    occur in three stages. On January 1, 1999 the third and
    final stage of the EMU commenced with the irrevocable fixing of
    the exchange rates of the currencies of the initial 11
    participating member states for interbank transfers in a single
    currency, the “euro”. Complete replacement of
    member currencies was completed in 2002. As of the date of this
    Agreement, the participating member states in the EMU are
    Austria, Belgium, Cyprus, Finland, France, Germany, Greece,
    Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal,
    Slovenia and Spain.



 



    (ii)  Unavailability.  Except as set
    forth below, if the principal of, premium, if any, or interest
    on, any Debt Security is payable in a Specified Currency other
    than U.S. dollars and such Specified Currency is not available
    to Freddie Mac for making required payments due to the
    imposition of exchange controls, its replacement or disuse or
    other circumstances beyond the control of Freddie Mac, then
    Freddie Mac shall be entitled to satisfy its obligations to
    Holders of the Debt Securities by making such payments in U.S.
    dollars on the basis of the noon U.S. dollar buying rate in New
    York City for cable transfers for such Specified Currency
    published by the FRBNY on the date of such payment, or, if such
    currency exchange rate is not available on such date, as of the
    most recent prior practicable date. Notwithstanding the
    provisions of the preceding sentence, if euros have replaced
    such Specified Currency as described under
    Section 2.03(c)(i) above, Freddie Mac may, at its option
    (or shall, if so required by applicable law) without the consent
    of the Holders of such Debt Securities effect the payment of
    principal of, premium, if any, or interest on, any Debt Security
    denominated in such Specified Currency in euros in lieu of such
    Specified Currency, in conformity with legally applicable
    measures taken pursuant to, or by virtue of the Treaty or other
    applicable legal or regulatory requirements.



 



    Section 2.04. Minimum Denominations.



 



    The Debt Securities shall be issued and maintained in the
    minimum denominations of U.S. $1,000 and additional increments
    of U.S. $1,000 for U.S. dollar denominated Debt Securities,
    unless otherwise provided in the applicable Supplemental
    Agreement and as may be allowed or required from time to time by
    the relevant regulatory authority or any laws or regulations
    applicable to the relevant Specified Currency. In the case of
    Zero Coupon Debt Securities, denominations will be expressed in
    terms of the principal amount payable on the Maturity Date.



 



    Section 2.05. Maturity.



 



    (a)  Each Debt Security shall mature on its Maturity
    Date, as provided in the applicable Supplemental Agreement,
    unless redeemed at the option of Freddie Mac or repaid at the
    option of the Holder prior thereto in accordance with the
    provisions described under Section 2.06. Debt Securities
    may be issued with minimum or maximum maturities or variable
    maturities allowed or required from time to time by the relevant
    regulatory or stock exchange authority or clearing systems or
    any laws or regulations applicable to the Specified Currency.




    

    11








 






    (b)  The principal amount payable on the Maturity Date
    of a Debt Security shall be a Fixed Principal Repayment Amount
    or a Variable Principal Repayment Amount, in each case as
    provided in the applicable Supplemental Agreement.



 



    Section 2.06. Optional Redemption and Optional
    Repayment.



 



    (a)  The Supplemental Agreement for any particular
    issue of Debt Securities shall provide whether such Debt
    Securities may be redeemed at Freddie Mac’s option or
    repayable at the Holder’s option, in whole or in part,
    prior to their Maturity Date. If so provided in the applicable
    Supplemental Agreement, an issue of Debt Securities shall be
    subject to redemption at the option of Freddie Mac, or repayable
    at the option of the Holders, in whole or in part, on one or
    more specified dates, at any time on or after a specified date,
    or during one or more specified periods of time. The redemption
    or repayment price for such Debt Securities (or such part of
    such Debt Securities as is redeemed or repaid) shall be an
    amount provided in, or determined in a manner provided in, the
    applicable Supplemental Agreement, together with accrued and
    unpaid interest to the date fixed for redemption or repayment.



 



    (b)  Unless otherwise provided in the applicable
    Supplemental Agreement, notice of optional redemption shall be
    given to Holders of the related Debt Securities not less than 5
    Business Days nor more than 60 calendar days prior to the date
    of redemption in the manner provided in Section 9.07.



 



    (c)  In the case of a partial redemption of an issue
    of Fed Book-Entry Debt Securities by Freddie Mac, such Fed
    Book-Entry Debt Securities shall be redeemed pro rata. In the
    case of a partial redemption of an issue of Registered Debt
    Securities by Freddie Mac, one or more of such Registered Debt
    Securities shall be reduced by the Global Agent in the amount of
    such redemption, subject to the principal amount of such
    Registered Debt Securities after redemption remaining in an
    authorized denomination. The effect of any partial redemption of
    an issue of Registered Debt Securities on the Beneficial Owners
    of such Registered Debt Securities will depend on the procedures
    of the applicable clearing system and, if such Beneficial Owner
    is not a participant therein, on the procedures of the
    participant through which such Beneficial Owner owns its
    interest.



 



    (d)  If so provided in the applicable Supplemental
    Agreement, certain Debt Securities shall be repayable, in whole
    or in part, by Freddie Mac at the option of the relevant Holders
    thereof, on one or more specified dates, at any time on or after
    a specified date, or during one or more specified periods of
    time, upon terms and procedures provided in the applicable
    Supplemental Agreement. Unless otherwise provided in the
    applicable Supplemental Agreement, in the case of a Registered
    Debt Security, to exercise such option, the Holder shall deposit
    with the Global Agent (i) such Registered Debt Security;
    and (ii) a duly completed notice of optional repayment in
    the form obtainable from the Global Agent, in each case not more
    than the number of days nor less than the number of days
    specified in the applicable Supplemental Agreement prior to the
    date fixed for repayment. Unless otherwise specified in the
    applicable Supplemental Agreement, no such Registered Debt
    Security (or notice of repayment) so deposited may be withdrawn
    without the prior consent of Freddie Mac or the Global Agent.
    Unless otherwise provided in the applicable Supplemental
    Agreement, in the case of a Fed Book-Entry Debt Security, if the
    Beneficial Owner wishes to exercise such option, then the
    Beneficial Owner shall give notice thereof to Freddie Mac
    through the relevant Holding Institution as provided in the
    applicable Supplemental Agreement.




    

    12








 






    (e)  The principal amount payable upon redemption or
    repayment of a Debt Security shall be a Fixed Principal
    Repayment Amount or a Variable Principal Repayment Amount, in
    each case as provided in the applicable Supplemental Agreement.



 



    Section 2.07. Payment Terms of the Debt Securities.



 



    (a)  Debt Securities shall bear interest at one or
    more fixed rates or variable rates or may not bear interest. If
    so provided in the applicable Supplemental Agreement, Debt
    Securities may be separated by a Holder into one or more
    Interest Components and Principal Components. The Offering
    Circular or the applicable Supplemental Agreement for such Debt
    Securities shall specify the procedure for stripping such Debt
    Securities into such Interest and Principal Components.



 



    (b)  The applicable Supplemental Agreement shall
    specify the frequency with which interest, if any, is payable on
    the related Debt Securities. Interest on Debt Securities shall
    be payable in arrears on the Interest Payment Dates specified in
    the applicable Supplemental Agreement and on each Principal
    Payment Date.



 



    (c)  Each issue of interest-bearing Debt Securities
    shall bear interest during each Interest Payment Period. No
    interest on the principal of any Debt Security will accrue on or
    after the Principal Payment Date on which such principal is
    repaid.



 



    (d)  The determination by the Calculation Agent of the
    interest rate on, or any Index in relation to, a Variable Rate
    Debt Security and the determination of any payment on any Debt
    Security (or any interim calculation in the determination of any
    such interest rate, index or payment) shall, absent manifest
    error, be final and binding on all parties. If a principal or
    interest payment error occurs, Freddie Mac may correct it by
    adjusting payments to be made on later Interest Payment Dates or
    Principal Payment Dates (as appropriate) or in any other manner
    Freddie Mac considers appropriate. If the source of an Index
    changes in format, but the Calculation Agent determines that the
    Index source continues to disclose the information necessary to
    determine the related interest rate substantially as required,
    the Calculation Agent will amend the procedure for obtaining
    information from that source to reflect the changed format. All
    Index values used to determine principal or interest payments
    are subject to correction within 30 days from the
    applicable payment. The source of a corrected value must be the
    same source from which the original value was obtained. A
    correction might result in an adjustment on a later date to the
    amount paid to the Holder.



 



    (e)  Payments on Debt Securities shall be rounded, in
    the case of U.S. dollars, to the nearest cent or, in the case of
    a Specified Payment Currency other than U.S. dollars, to the
    nearest smallest transferable unit (with one-half cent or unit
    being rounded upwards).



 



    (f)  In the event that any jurisdiction imposes any
    withholding or other tax on any payment made by Freddie Mac (or
    our agent or any other person potentially required to withhold)
    with respect to a Debt Security, Freddie Mac (or our agent or
    such other person) will deduct the amount required to be
    withheld from such payment, and Freddie Mac (or our agent or
    such other person) will not be required to pay additional
    interest or other amounts, or redeem or repay the Debt
    Securities prior to maturity, as a result.



 



    (g)  Fixed Rate Debt Securities



 



    Fixed Rate Debt Securities shall bear interest at a single fixed
    interest rate. The applicable Supplemental Agreement shall
    specify the fixed interest rate per annum on a Fixed




    

    13








 






    Rate Debt Security.  Unless otherwise specified in the
    applicable Supplemental Agreement, interest on a Fixed Rate Debt
    Security shall be computed on the basis of a
    360-day year
    consisting of twelve
    30-day
    months.



 



    (h)  Step Debt Securities



 



    Step Debt Securities shall bear interest from their Issue Date
    to a specified date at their initial fixed interest rate and
    from that date to their Maturity Date at one or more different
    fixed interest rates that shall be prescribed as of the Issue
    Date. A Step Debt Security will have one or more step periods.
    The applicable Supplemental Agreement shall specify the fixed
    interest rate per annum payable on Step Debt Securities for each
    related period from issuance to maturity. Unless otherwise
    specified in the applicable Supplemental Agreement, interest on
    a Step Debt Security shall be computed on the basis of a
    360-day year
    consisting of twelve
    30-day
    months.



 



    (i)  Variable Rate Debt Securities



 



    (A)  Variable Rate Debt Securities shall bear interest
    at a variable rate determined on the basis of a direct or an
    inverse relationship to one or more specified Indices or
    otherwise, (x) plus or minus a Spread, if any, or
    (y) multiplied by one or more Leverage or Deleverage
    Factors, if any, as specified in the applicable Supplemental
    Agreement. Variable Rate Debt Securities also may bear interest
    in any other manner described in the applicable Supplemental
    Agreement.



 



    (B)  Variable Rate Debt Securities may have a Cap
    and/or a Floor.



 



    (C)  The applicable Supplemental Agreement shall
    specify the accrual method (i.e., the day count convention) for
    calculating interest or any relevant accrual factor on the
    related Variable Rate Debt Securities. The accrual method may
    incorporate one or more of the following defined terms:



 



    “Actual/360” shall mean that interest or any
    other relevant accrual factor shall be calculated on the basis
    of the actual number of days elapsed in a year of 360 days.



 



    “Actual/365 (fixed)” shall mean that interest
    or any other relevant accrual factor shall be calculated on the
    basis of the actual number of days elapsed in a year of
    365 days, regardless of whether accrual or payment occurs
    during a calendar leap year.



 



    “Actual/Actual” shall mean, unless otherwise
    indicated in the applicable Supplemental Agreement, that
    interest or any other relevant accrual factor shall be
    calculated on the basis of (x) the actual number of days
    elapsed in the Interest Payment Period divided by 365, or
    (y) if any portion of the Interest Payment Period falls in
    a calendar leap year, (A) the actual number of days in that
    portion divided by 366 plus (B) the actual number of days
    in the remaining portion divided by 365. If so indicated in the
    applicable Supplemental Agreement, “Actual/Actual”
    shall mean interest or any other relevant accrual factor shall
    be calculated in accordance with the definition of
    “Actual/Actual” adopted by the International
    Securities Market Association (“Actual/Actual
    (ISMA)”), which means a calculation on the basis of the
    following:



 



    (1)  where the number of days in the relevant Interest
    Payment Period is equal to or shorter than the Determination
    Period during which such Interest Payment Period ends, the
    number of days in such Interest Payment Period divided by the




    

    14








 






    product of (A) the number of days in such Determination
    Period and (B) the number of Interest Payment Dates that
    would occur in one calendar year; or



 



    (2)  where the Interest Payment Period is longer than
    the Determination Period during which the Interest Payment
    Period ends, the sum of (A) the number of days in such
    Interest Payment Period falling in the Determination Period in
    which the Interest Payment Period begins divided by the product
    of (X) the number of days in such Determination Period and
    (Y) the number of Interest Payment Dates that would occur
    in one calendar year; and (B) the number of days in such
    Interest Payment Period falling in the next Determination Period
    divided by the product of (X) the number of days in such
    Determination Period and (Y) the number of Interest Payment
    Dates that would occur in one calendar year.



 



    (D)  The applicable Supplemental Agreement shall
    specify the frequency with which the rate of interest on the
    related Variable Rate Debt Securities shall reset. The
    applicable Supplemental Agreement also shall specify the Reset
    Date. If the interest rate will reset within an Interest Payment
    Period, then the interest rate in effect on the sixth Business
    Day preceding an Interest Payment Date will be the interest rate
    for the remainder of that Interest Payment Period and the first
    day of each Interest Payment Period also will be a Reset Date.
    Variable Rate Debt Securities may bear interest prior to the
    initial Reset Date at an initial interest rate, if any,
    specified in the applicable Supplemental Agreement. If so, then
    the first day of the first Interest Payment Period will not be a
    Reset Date. The rate of interest applicable to each Interest
    Reset Period shall be determined as provided below or in the
    applicable Supplemental Agreement.



 



    Except for a Variable Rate Debt Security as to which the rate of
    interest thereon is determined by reference to LIBOR, EUR-LIBOR,
    EURIBOR, Prime Rate, Treasury Rate, CMT Rate, CMS Rate, Federal
    Funds Rate (Daily), or Federal Funds Rate (Weekly Average) or as
    otherwise set forth in the applicable Supplemental Agreement,
    the Determination Date for a Variable Rate Debt Security means
    the second Business Day preceding the Reset Date applicable to
    an Interest Reset Period.



 



    (E)  If the rate of interest on a Variable Rate Debt
    Security is subject to adjustment within an Interest Payment
    Period, accrued interest shall be calculated by multiplying the
    principal amount of such Variable Rate Debt Security by an
    accrued interest factor. Unless otherwise specified in the
    applicable Supplemental Agreement, this accrued interest factor
    shall be computed by adding the interest factor calculated for
    each Interest Reset Period in such Interest Payment Period and
    rounding the sum to nine decimal places. The interest factor for
    each such Interest Reset Period shall be computed by
    (1) multiplying the number of days in the Interest Reset
    Period by the interest rate (expressed as a decimal) applicable
    to such Interest Reset Period; and (2) dividing the product
    by the number of days in the year referred to in the accrual
    method specified in the applicable Supplemental Agreement.



 



    (F)  If and so long as an issue of Variable Rate Debt
    Securities is admitted for trading on the Euro MTF Market and
    listed on the Official List of the Luxembourg Stock Exchange
    and/or the Singapore Stock Exchange and such stock exchange or
    stock exchanges so require, the Calculation Agent shall cause
    the interest rate for the applicable Interest Reset Period and
    the amount of interest on the minimum denomination in respect




    

    15








 






    of such issue that would accrue through the last day of such
    Interest Reset Period, as well as the last day of such Interest
    Reset Period, to be provided to such stock exchange or stock
    exchanges as soon as practicable, but in no event later than the
    applicable Reset Date.



 



    (G)  For each issue of Variable Rate Debt Securities,
    the Calculation Agent shall also cause the interest rate for the
    applicable Interest Reset Period and the amount of interest
    accrued on the minimum denomination specified for such issue to
    be made available to Holders as soon as practicable after its
    determination but in no event later than two Business Days
    thereafter. Such interest amounts so made available may
    subsequently be amended (or appropriate alternative arrangements
    made by way of adjustment) without notice in the event of an
    extension or shortening of the Interest Reset Period.



 



    (H)  If the applicable Supplemental Agreement
    specifies LIBOR as the applicable Index for determining the rate
    of interest for the related Variable Rate Debt Security, the
    following provisions shall apply (unless otherwise specified in
    the applicable Supplemental Agreement):



 



    “LIBOR” shall mean, with respect to any Reset
    Date (in the following order of priority):



 



    (1)  the rate (expressed as a percentage per annum)
    for Deposits in the Index Currency having the Index Maturity
    that appears on the Designated Reuters Page at 11:00 a.m.
    (London time) on such LIBOR Determination Date;



 



    (2)  if such rate does not so appear, the Calculation
    Agent shall request the principal London offices of four leading
    banks in the London interbank market selected by the Calculation
    Agent (after consultation with Freddie Mac, if Freddie Mac is
    not then acting as Calculation Agent) to provide such
    banks’ offered quotations (expressed as a percentage per
    annum) to prime banks in the London interbank market for
    Deposits in the Index Currency having the Index Maturity at
    11:00 a.m. (London time) on such LIBOR Determination Date
    and in a Representative Amount. If at least two quotations are
    provided, LIBOR shall be the arithmetic mean (if necessary
    rounded upwards) of such quotations;



 



    (3)  if fewer than two such quotations are provided as
    requested in clause (2) above, the Calculation Agent shall
    request four major banks in the applicable Principal Financial
    Center selected by the Calculation Agent (after consultation
    with Freddie Mac, if Freddie Mac is not then acting as
    Calculation Agent) to provide such banks’ offered
    quotations (expressed as a percentage per annum) to leading
    European banks for a loan in the Index Currency for a period of
    time corresponding to the Index Maturity, commencing on such
    Reset Date, at approximately 11:00 a.m. in the Principal
    Financial Center on such LIBOR Determination Date and in a
    Representative Amount. If at least two such quotations are
    provided, LIBOR shall be the arithmetic mean (if necessary
    rounded upwards) of such quotations; and



 



    (4)  if fewer than two such quotations are provided as
    requested in clause (3) above, LIBOR shall be LIBOR
    determined with respect to the Reset Date immediately preceding
    such Reset Date or, in the case of the first Reset Date,




    

    16








 






    shall be the rate for Deposits in the Index Currency having the
    Index Maturity at 11:00 a.m. (London time) on the most
    recent London Banking Day preceding the related LIBOR
    Determination Date for which such rate shall have been displayed
    on the Designated Reuters Page with respect to Deposits
    commencing on the second London Banking Day following such date
    (or, if the Index Currency is Sterling, commencing on such date).



 



    (I)  If the applicable Supplemental Agreement
    specifies EUR-LIBOR as the applicable Index for determining the
    rate of interest for the related Variable Rate Debt Security,
    the following provisions shall apply (unless otherwise specified
    in the applicable Supplemental Agreement):



 



    “EUR-LIBOR” shall mean, with respect to any
    Reset Date (in the following order of priority):



 



    (1)  the rate (expressed as a percentage per annum)
    for Deposits in euros having the Index Maturity that appears on
    the Designated EUR-LIBOR Reuters Page at 11:00 a.m. (London
    time) on the related EUR-LIBOR Determination Date;



 



    (2)  if such rate does not so appear, the Calculation
    Agent shall request the principal London offices of four leading
    banks in the London interbank market selected by the Calculation
    Agent (after consultation with Freddie Mac, if Freddie Mac is
    not then acting as Calculation Agent) to provide such
    banks’ offered quotations (expressed as a percentage per
    annum) to prime banks in the London interbank market for
    Deposits in euros having the Index Maturity at 11:00 a.m.
    (London time) on such EUR-LIBOR Determination Date and in a Euro
    Representative Amount. If at least two quotations are provided,
    EUR-LIBOR shall be the arithmetic mean (if necessary rounded
    upwards) of such quotations;



 



    (3)  if fewer than two such quotations are provided as
    requested in clause (2) above, the Calculation Agent shall
    request four major banks in London selected by the Calculation
    Agent (after consultation with Freddie Mac, if Freddie Mac is
    not then acting as Calculation Agent) to provide such
    banks’ offered quotations (expressed as a percentage per
    annum) to leading European banks for a loan in euros for a
    period of time corresponding to the Index Maturity, commencing
    on such Reset Date, at approximately 11:00 a.m. (London
    time) on such EUR-LIBOR Determination Date and in a Euro
    Representative Amount. If at least two such quotations are
    provided, EUR-LIBOR shall be the arithmetic mean (if necessary
    rounded upwards) of such quotations; and



 



    (4)  if fewer than two such quotations are provided as
    requested in clause (3) above, EUR-LIBOR shall be EUR-LIBOR
    determined with respect to the Reset Date immediately preceding
    such Reset Date or, in the case of the first Reset Date, shall
    be the rate for Deposits in euros having the Index Maturity at
    11:00 a.m. (London time) on the most recent TARGET Business
    Day preceding the related EUR-LIBOR Determination Date for which
    such rate shall have been displayed on the Designated EUR-LIBOR
    Reuters Page with respect to Deposits commencing on the second
    TARGET Business Day following such date.




    

    17








 






    (J)  If the applicable Supplemental Agreement
    specifies EURIBOR as the applicable Index for determining the
    rate of interest for the related Variable Rate Debt Security,
    the following provisions shall apply (unless otherwise specified
    in the applicable Supplemental Statement):



 



    “EURIBOR” shall mean, with respect to a Reset
    Date (in the following order of priority):



 



    (1)  the rate (expressed as a percentage per annum)
    for Deposits in euros having the Index Maturity that appears on
    the Designated EURIBOR Reuters Page at 11:00 a.m., Brussels
    time, on the relevant EURIBOR Determination Date;



 



    (2)  if such rate does not so appear, then the
    Calculation Agent will request the principal offices of four
    major banks in the Euro-Zone selected by the Calculation Agent
    (after consultation with Freddie Mac, if Freddie Mac is not then
    acting as Calculation Agent) to provide such banks’ offered
    quotations (expressed as a percentage per annum) to prime banks
    in the Euro-Zone interbank market for Deposits in euros having
    the Index Maturity at 11:00 a.m. Brussels time on such
    EURIBOR Determination Date and in a Euro Representative Amount.
    If at least two quotations are provided, EURIBOR for that date
    will be the arithmetic mean (if necessary, rounded upwards) of
    the quotations; and



 



    (3)  If fewer than two such quotations are provided as
    requested, EURIBOR for that date will be the arithmetic mean (if
    necessary, rounded upwards) of the rates quoted by major banks
    in the Euro-Zone, selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent), at approximately 11:00 a.m.,
    Brussels time, on the EURIBOR Determination Date for loans in
    euros to leading European banks for a period of time
    corresponding to the Index Maturity and in a Euro Representative
    Amount.



 



    (K)  If the applicable Supplemental Agreement
    specifies the Prime Rate as the applicable Index for determining
    the rate of interest for the related Variable Rate Debt
    Securities, the following provisions shall apply:



 



    The “Prime Rate” means, with respect to any
    Reset Date (in the following order of priority):



 



    (1)  the arithmetic mean, determined by the
    Calculation Agent, of the rates (after eliminating certain
    rates, as described below in this clause (1)) that appear, at
    11:00 a.m. on the Prime Rate Determination Date, on Reuters
    USPRIME1 Page as the U.S. dollar prime rate or base lending rate
    of each bank appearing on that page; provided, that at least
    three rates appear. In determining the arithmetic mean:



 



    (i)  if 20 or more rates appear, the highest five
    rates (or in the event of equality, five of the highest) and the
    lowest five rates (or in the event of equality, five of the
    lowest) will be eliminated,



 



    (ii)  if fewer than 20 but 10 or more rates appear,
    the highest two rates (or in the event of equality, two of the
    highest) and the lowest two rates (or in the event of equality,
    two of the lowest) will be eliminated, or




    

    18








 






    (iii)  if fewer than 10 but five or more rates appear,
    the highest rate (or in the event of equality, one of the
    highest) and the lowest rate (or in the event of equality, one
    of the lowest) will be eliminated;



 



    (2)  if fewer than three rates so appear, then the
    Calculation Agent will request five major banks in the City of
    New York selected by the Calculation Agent (after consultation
    with Freddie Mac, if Freddie Mac is not then acting as
    Calculation Agent) to provide a quotation of such banks’
    U.S. dollar prime rates or base lending rates on the basis of
    the actual number of days in the year divided by 360 as of the
    close of business on the Prime Rate Determination Date. If at
    least three quotations are provided, then the Prime Rate will be
    the arithmetic mean determined by the Calculation Agent of the
    quotations obtained (and, if five quotations are provided,
    eliminating the highest quotation (or in the event of equality,
    one of the highest) and the lowest quotation (or in the event of
    equality, one of the lowest));



 



    (3)  if fewer than three quotations are so provided,
    the Calculation Agent will request five banks or trust companies
    organized and doing business under the laws of the United States
    or any state, each having total equity capital of at least U.S.
    $500,000,000 and being subject to supervision or examination by
    federal or state authority, selected by the Calculation Agent
    (after consultation with Freddie Mac, if Freddie Mac is not then
    acting as Calculation Agent), to provide a quotation of such
    banks’ or trust companies’ U.S. dollar prime rates or
    base lending rates on the basis of the actual number of days in
    the year divided by 360 as of the close of business on the Prime
    Rate Determination Date. In making such selection of five banks
    or trust companies, the Calculation Agent will include each
    bank, if any, that provided a quotation as requested in clause
    (3) above and exclude each bank that failed to provide a
    quotation as requested in clause (3). If at least three
    quotations are provided, then the Prime Rate will be the
    arithmetic mean determined by the Calculation Agent of the
    quotations obtained; and



 



    (4)  if fewer than three quotations are so provided,
    then the Prime Rate will be the Prime Rate determined for the
    immediately preceding Reset Date. If the applicable Reset Date
    is the first Reset Date, then the Prime Rate will be the rate
    calculated pursuant to clause (1) or (2) for the most
    recent New York Banking Day preceding the Reset Date for which
    at least three rates appeared at 11:00 a.m. on Reuters
    USPRIME1 Page.



 



    (L)  If the applicable Supplemental Agreement
    specifies the Treasury Rate as the applicable Index for
    determining the rate of interest for the related Variable Rate,
    the following provisions shall apply:



 



    The “Treasury Rate” means, with respect to any
    Reset Date (in the following order of priority):



 



    (1)  the auction average rate for Treasury Bills
    having the Index Maturity obtained from the applicable Reference
    Treasury Bill Auction as announced by the Treasury Department in
    the form of a press release under the heading “Investment
    Rate” by 3:00 p.m. on such Reset Date;




    

    19








 






    (2)  if such rate is not so announced, then the
    Treasury Rate will be the auction average rate for Treasury
    Bills having the Index Maturity obtained from the Reference
    Treasury Bill Auction as otherwise announced by the Treasury
    Department by 3:00 p.m. on the Reset Date as determined by
    the Calculation Agent;



 



    (3)  if such rate is not so announced, the Calculation
    Agent will request five leading primary United States government
    securities dealers in the City of New York selected by the
    Calculation Agent (after consultation with Freddie Mac, if
    Freddie Mac is not then acting as Calculation Agent) to provide
    a quotation of such dealers’ secondary market bid yields,
    as of 3:00 p.m. on such Reset Date, for Treasury Bills with
    a remaining maturity closest to the Index Maturity (or, in the
    event that the remaining maturities are equally close, the
    longer remaining maturity). If at least three quotations are
    provided, then the Treasury Rate will be the arithmetic mean
    determined by the Calculation Agent of the quotations obtained;
    and



 



    (4)  if fewer than three quotations are so provided,
    the Treasury Rate will be the Treasury Rate for the immediately
    preceding Reset Date. If the applicable Reset Date is the first
    Reset Date, the Treasury Rate will be the auction average rate
    for Treasury Bills having the Index Maturity from the most
    recent auction of Treasury Bills prior to the Reset Date for
    which such rate was announced by the Treasury Department in the
    form of a press release under the heading “Investment
    Rate.”



 



    The auction average rate for Treasury Bills and the secondary
    market bid yield for Treasury Bills will be expressed as a bond
    equivalent on the basis of a year of 365 or 366 days, as
    applicable (or, if not so expressed, will be converted by the
    Calculation Agent to such a bond equivalent yield).



 



    (M)  If the applicable Supplemental Agreement
    specifies the CMT Rate as the applicable Index for determining
    the rate of interest for the related Variable Rate, the
    following provisions shall apply:



 



    The “CMT Rate” means, with respect to any Reset
    Date (in the following order of priority):



 



    (1)  for any CMT Determination Date, the daily rate
    for the Index Maturity that appears on page “7051” on
    Reuters (or any other page that replaces the 7051 page on that
    service or any successor service) under the heading
    “...Treasury Constant Maturities. Federal Reserve Board
    Release H.15...Mondays Approximately 3:45 p.m.”;



 



    (2)  if the applicable rate described in clause
    (1) is not displayed on Reuters page 7051 at
    3:45 p.m., New York City time, on the CMT Determination
    Date, then the CMT Rate will be the Treasury constant maturity
    rate applicable for the Index Maturity as published in H.15
    (519);




    

    20








 






    (3)  if the CMT Rate is not determined pursuant to
    clause (1) and the applicable rate described in
    clause (2) does not appear in H.15 (519) at
    3:45 p.m., New York City time, on the CMT Determination
    Date, then the CMT Rate will be the Treasury constant maturity
    rate, or other U.S. Treasury rate, applicable to an Index
    Maturity with reference to the CMT Determination Date, that:



 


			
	 	    • 
	
    is published by the Board of Governors of the Federal Reserve
    System or the U.S. Department of the Treasury; and

	 
	 	    • 
	
    Freddie Mac has determined to be comparable to the applicable
    rate formerly displayed on Reuters page 7051 and published in
    H.15 (519);




 



    (4)  if the CMT Rate is not determined pursuant to
    clause (1) or (2) and the rate described in
    clause (3) above does not appear at 3:45 p.m.,
    New York City time, on the CMT Determination Date, then the CMT
    Rate will be the yield to maturity of the arithmetic mean of the
    secondary market offered rates for U.S. Treasury securities with
    an original maturity longer than the Index Maturity and a
    remaining term to maturity closest to the Index Maturity, and in
    a Representative Amount, as of approximately 3:45 p.m., New
    York City time, on the CMT Determination Date, as quoted by
    three primary U.S. government securities dealers in New York
    City that Freddie Mac selects. In selecting these offered rates,
    Freddie Mac will request quotations from five primary dealers
    and will disregard the highest quotation or, if there is
    equality, one of the highest and the lowest quotation or, if
    there is equality, one of the lowest. If two U.S. Treasury
    securities with an original maturity longer than the Index
    Maturity have remaining terms to maturity that are equally close
    to the Index Maturity, Freddie Mac will obtain quotations for
    the U.S. Treasury security with the shorter remaining term to
    maturity;



 



    (5)  if the CMT Rate is not determined pursuant to
    clause (1), (2) or (3) and fewer than five but
    more than two primary dealers are quoting offered rates as
    described in clause (4), then the CMT Rate for the CMT
    Determination Date will be based on the arithmetic mean of the
    offered rates so obtained, and neither the highest nor the
    lowest of those quotations will be disregarded.



 



    (6)  if the CMT Rate is not determined pursuant to
    clause (1), (2), (3) or (4) and two or fewer
    primary dealers are quoting offered rates as described in
    clause (5), then the CMT Rate will be the yield to maturity
    of the arithmetic mean of the secondary market offered rates for
    U.S. Treasury securities having an original maturity of
    approximately the Index Maturity and a remaining term to
    maturity of not less than one year, and in a Representative
    Amount, as of approximately 3:45 p.m., New York City time,
    on the CMT Determination Date, as quoted by three primary U.S.
    government securities dealers in New York City that Freddie Mac
    selects. In selecting these offered rates, Freddie Mac will
    request quotations from five primary dealers and will disregard
    the highest quotation, or, if there is equality, one of the
    highest and the lowest quotation or, if there is equality, one of




    

    21








 






    the lowest; and



 



    (7)  if Freddie Mac is unable to obtain three
    quotations of the kind described in clause (6), the CMT Rate in
    effect for the new Interest Reset Period will be the CMT Rate in
    effect for the prior Interest Rate Period.



 



    (N)  If the applicable Supplemental Agreement
    specifies the CMS Rate as the applicable Index for determining
    the rate of interest for the related Variable Rate, the
    following provisions shall apply:



 



    The “CMS Rate” means, with respect to any Reset
    Date:



 



    (1)  the most recent rate for U.S. dollar swap
    transactions for the applicable Index Currency and applicable
    Index Maturity, as specified in the applicable Supplemental
    Agreement for the Debt Securities, expressed as a percentage,
    which appears on the Reuters page “ISDAFIX1” (or such
    other page that may replace that page on that service or a
    successor service) at 11:00 a.m. (New York City Time) on
    the applicable CMS Determination Date;



 



    (2)  if the most recent CMS Rate as described in
    clause (1) above was first available prior to ten calendar
    days before the applicable CMS Determination Date, then the CMS
    Rate will be determined by the Calculation Agent on the basis of
    the mid-market semi-annual swap rate quotations provided by the
    five leading swaps dealers in the New York City interbank market
    (which may include Dealers and their affiliates), and for this
    purpose, “mid-market semi-annual swap rate” means the
    arithmetic mean of the bid and offered rate quotations for the
    semi-annual fixed leg, calculated on a 30/360 day count
    basis, of a
    fixed-for-floating
    United States dollars denominated interest rate swap transaction
    with the applicable Index Currency and Index Maturity, as
    specified in the applicable Supplemental Agreement for the Debt
    Securities, commencing on the Reset Date for the relevant
    Interest Period, and for a relevant representative amount in the
    relevant market at the relevant time, with an acknowledged
    dealer of good credit in the swap market, where the floating
    leg, calculated on an Actual/360 day count basis, is
    equivalent to USD-LIBOR-BBA (as defined in the 2006 ISDA
    Definitions published by the International Swaps and Derivatives
    Association, Inc.) with a designated maturity of three months.
    The Calculation Agent will request the principal New York City
    office of each of the five leading swaps dealers selected by the
    Calculation Agent to provide a quotation of its rate. If at
    least five quotations are provided, the rate for that CMS
    Determination Date will be the arithmetic mean of the
    quotations, eliminating the highest quotation (or, in the event
    of equality, one of the highest) and the lowest quotation (or,
    in the event of equality, one of the lowest);



 



    (3)  if two, three or four (and not five) of such
    swaps dealers are quoting as described in clause (2) above,
    then the CMS Rate will be based on the arithmetic mean of the
    bid prices obtained and neither the highest nor lowest of such
    quotations will be eliminated; and




    

    22








 






    (4)  if fewer than two rate quotations are provided,
    then the CMS Rate for the Reset Date will be the CMS Rate in
    effect on the preceding Reset Date.



 



    (O)  If the applicable Supplemental Agreement
    specifies the Federal Funds Rate (Daily) as the applicable Index
    for determining the rate of interest for the related Variable
    Rate, the following provisions shall apply:



 



    The “Federal Funds Rate (Daily)” means, with
    respect to any Reset Date:



 



    (1)  the most recent rate that appears by
    5:00 p.m. on the Federal Funds Rate (Daily) Determination
    Date on Reuters US/FEDRATES1 Page for the Business Day preceding
    the Federal Funds Rate (Daily) Determination Date;



 



    (2)  if the most recent rate specified in
    (1) above does not so appear, the Calculation Agent will
    request five leading brokers (which may include the related
    Dealers or their affiliates) of federal funds transactions in
    the City of New York selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent) each to provide a quotation of the
    broker’s effective rate for transactions in overnight
    federal funds arranged by the broker settling on the Business
    Day preceding the Federal Funds Rate (Daily) Determination Date.
    If at least two quotations are provided, then the Federal Funds
    Rate (Daily) will be the arithmetic mean determined by the
    Calculation Agent of the quotations obtained (and, if five
    quotations are provided, eliminating the highest quotation (or,
    in the event of equality, one of the highest) and the lowest
    quotation (or, in the event of equality, one of the lowest));



 



    (3)  if fewer than two quotations are so provided,
    then the Calculation Agent will request five leading brokers
    (which may include the related Dealers or their affiliates) of
    federal funds transactions in the City of New York selected by
    the Calculation Agent (after consultation with Freddie Mac, if
    Freddie Mac is not then acting as Calculation Agent) each to
    provide a quotation of the broker’s rates for the last
    transaction in overnight federal funds arranged by the broker as
    of 11:00 a.m. on the Business Day preceding the Federal
    Funds Rate (Daily) Determination Date. If at least two
    quotations are provided, then the Federal Funds Rate (Daily)
    will be the arithmetic mean determined by the Calculation Agent
    of the quotations obtained (and, if five quotations are
    provided, eliminating the highest quotation (or, in the event of
    equality, one of the highest) and the lowest quotation (or, in
    the event of equality, one of the lowest)); and



 



    (4)  if fewer than two quotations are so provided,
    then the Federal Funds Rate (Daily) as of such Federal Funds
    Rate (Daily) Determination Date will be the Federal Funds Rate
    (Daily) determined for the immediately preceding Reset Date. If
    the applicable Reset Date is the first Reset Date, then the
    Federal Funds Rate (Daily) will be the daily federal funds rate
    that appeared by 5:00 p.m. on the most recent Business Day
    preceding the Reset Date for which the rate was displayed on
    Reuters US/FEDRATES1 Page.




    

    23








 






    (P)  If the applicable Supplemental Agreement
    specifies the Federal Funds Rate (Weekly Average) as the
    applicable Index for determining the rate of interest for the
    related Variable Rate, the following provisions shall apply:



 



    The “Federal Funds Rate (Weekly Average)”
    means, with respect to any Reset Date:



 



    (1)  the most recent rate published in the latest
    H.15(519) available by 5:00 p.m. on the Reset Date,
    opposite the caption “Federal funds (effective)” and
    under the caption “Week Ending” for the Friday
    immediately preceding the Reset Date. (As described in the
    footnotes to the H.15(519), the rate shown for the week ending
    on a Friday preceding a Reset Date actually will be the rate for
    the week ending on (and including) the Wednesday preceding the
    Reset Date (the “Seven-Day Period”).);



 



    (2)  if a rate is not so published, then the Federal
    Funds Rate (Weekly Average) will be the arithmetic mean
    determined by the Calculation Agent of the rate, determined in
    the manner described in subclauses (y) and (z) below
    (as applicable), for each day in the Seven-Day Period (each a
    “Day Rate”); provided, that the Calculation
    Agent determines a Day Rate for each day in the Seven-Day Period;



 



    (y)  The Day Rate for a Business Day will be the rate
    that appears, by 5:00 p.m. on the Reset Date, on Reuters
    US/FEDRATES1 Page for that Business Day. If a rate for that
    Business Day does not appear on Reuters US/FEDRATES1 Page by
    5:00 p.m. on the Reset Date, the Calculation Agent will
    request five leading brokers (which may include the related
    Dealers or their affiliates) of federal funds transactions in
    the City of New York selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent) each to provide a quotation of the
    broker’s rate for the last transaction in overnight federal
    funds arranged by the broker as of 11:00 a.m. on that
    Business Day. If at least two quotations are provided, then the
    Day Rate will be the arithmetic mean determined by the
    Calculation Agent of the quotations obtained (and, if five
    quotations are provided, eliminating the highest quotation (or,
    in the event of equality, one of the highest) and the lowest
    quotation (or, in the event of equality, one of the lowest)); and



 



    (z)  The Day Rate for a day other than a Business Day
    will be the rate for the preceding Business Day, whether or not
    the Business Day falls within the relevant Seven-Day Period,
    determined in accordance with the provisions of subclause
    (y) above; and



 



    (3)  if the Day Rate for each day in the Seven-Day
    Period is not so determined, then the Federal Funds Rate (Weekly
    Average) as of such Reset Date will be the Federal Funds Rate
    (Weekly Average) determined for the immediately preceding Reset
    Date. If the applicable Reset Date is the first Reset Date, then
    the Federal Funds Rate (Weekly Average) will be the rate
    published in the latest H.15(519)




    

    24








 






    available by 5:00 p.m. on the Reset Date, opposite the
    caption “Federal funds (effective)” and under the
    caption “Week Ending” for the Friday most recently
    preceding the Reset Date. The Federal Funds Rate (Weekly
    Average) as published in the H.15(519) is a weekly average,
    while the Federal Funds Rate (Weekly Average) as calculated
    under clause (2) is based on an average of daily rates.



 



    (j)  Fixed/Variable Rate Debt Securities



 



    Fixed/Variable Rate Debt Securities shall bear interest at a
    single fixed rate for one or more specified periods and at a
    rate determined by reference to one or more Indices, or
    otherwise, for one or more other specified periods.
    Fixed/Variable Rate Debt Securities also may bear interest at a
    rate that Freddie Mac may elect to convert from a fixed rate to
    a variable rate or from a variable rate to a fixed rate, if so
    provided in the applicable Supplemental Agreement.



 



    If Freddie Mac may convert the interest rate on a Fixed/Variable
    Rate Debt Security from a fixed rate to a variable rate, or from
    a variable rate to a fixed rate, accrued interest for each
    Interest Payment Period may be calculated using an accrued
    interest factor in the manner described in
    Section 2.07(i)(E).



 



    (k)  Zero Coupon Debt Securities



 



    Zero Coupon Debt Securities shall not bear interest.



 



    (l)  Amortizing Debt Securities



 



    Amortizing Debt Securities are those on which Freddie Mac makes
    periodic payments of principal during the terms of such Debt
    Securities as described in the related Supplemental Agreement.



 



    (m)  Debt Securities with Variable Principal
    Repayment Amounts



 



    Variable Principal Repayment Amount Debt Securities are those on
    which the amount of principal payable is determined with
    reference to an index specified in the related Supplemental
    Agreement.



 



    (n)  Range Accrual Debt Securities



 



    Range Accrual Debt Securities are those on which no interest may
    accrue during periods when the applicable index is outside a
    specified range as described in the related Supplemental
    Agreement.



 



    Section 2.08. Business Day Convention.



 



    Unless otherwise specified in the applicable Supplemental
    Agreement, in any case in which an Interest Payment Date or
    Principal Payment Date is not a Business Day, payment of any
    interest on or the principal of the Debt Securities shall not be
    made on such date but shall be made on the next Business Day
    with the same force and effect as if made on such Interest
    Payment Date or Principal Payment Date, as the case may be.
    Unless otherwise provided in the applicable Supplemental
    Agreement, no interest on such payment shall accrue for the
    period from and after such Interest Payment Date or Principal
    Payment Date, as the case may be, to the actual date of such
    payment.




    

    25








 






    Section 2.09. Subordinated Debt Securities.



 



    If so provided in the applicable Supplemental Agreement, the
    indebtedness represented by the Subordinated Debt Securities and
    the payment of principal of and interest on such Subordinated
    Debt Securities will be subordinated to prior payment in full of
    all Senior Obligations of Freddie Mac, which are due and
    payable. Such Senior Obligations will be identified by category
    in the applicable Supplemental Agreement. In addition, there may
    be other terms applicable to specific offerings of Subordinated
    Debt Securities that would defer, limit or suspend Freddie
    Mac’s obligation to make any payment of principal of or
    interest on such Subordinated Debt Securities under certain
    specified conditions. Any such terms and conditions will be
    specified in the Supplemental Agreement.



 



    Section 2.10. Targeted Registered Issues.



 



    Any Debt Securities that are Targeted Registered Debt Securities
    shall be considered to be “targeted to foreign
    markets” as provided under U.S. Treasury regulations.



 



    Section 2.11. Reopened Issues and Repurchases.



 



    Freddie Mac reserves the right, in its discretion and at any
    time, to offer additional Debt Securities which have the same
    terms (other than Issue Date, interest commencement date and
    issue price) and conditions as Debt Securities for which
    settlement has previously occurred or been scheduled so as to
    form a single series of Debt Securities as specified in the
    applicable Supplemental Agreement.



 



    Freddie Mac reserves the right, in its discretion and at any
    time, to purchase Debt Securities or otherwise acquire (either
    for cash or in exchange for securities) some or all of an issue
    of Debt Securities at any price or prices in the open market or
    otherwise. Such Debt Securities may be held, resold or canceled
    by Freddie Mac.



 




    ARTICLE III



 




    Form;
    Clearance and Settlement Procedures



 



    Section 3.01. Form of Fed Book-Entry Debt Securities.



 



    (a)  General



 



    Fed Book-Entry Debt Securities shall be issued and maintained
    only on the Fed Book-Entry System. Fed Book-Entry Debt
    Securities shall not be exchangeable for definitive Debt
    Securities. The Book-Entry Rules are applicable to Fed
    Book-Entry Debt Securities.



 



    (b)  Title



 



    Fed Book-Entry Debt Securities shall be held of record only by
    Holding Institutions. Such entities whose names appear on the
    book-entry records of a Federal Reserve Bank as the entities to
    whose accounts Fed Book-Entry Debt Securities have been
    deposited shall be the Holders of such Fed Book-Entry Debt
    Securities. The rights of the Beneficial Owner of a Fed
    Book-Entry Debt Security with respect to Freddie Mac and the
    Federal Reserve Banks may be exercised only through the Holder
    of the Fed Book-Entry Debt Security. Freddie Mac and the Federal
    Reserve Banks shall have no direct obligation to a Beneficial
    Owner of a Fed Book-Entry Debt Security that is not also the
    Holder of the Fed Book-Entry Debt Security. The Federal Reserve
    Banks shall act only upon the instructions of the Holder in
    recording transfers of a Debt Security maintained on the Fed
    Book-Entry System. Freddie Mac and the Federal




    

    26








 






    Reserve Banks may treat the Holders as the absolute owners of
    Fed Book-Entry Debt Securities for the purpose of making
    payments in respect thereof and for all other purposes, whether
    or not such Fed Book-Entry Debt Securities shall be overdue and
    notwithstanding any notice to the contrary.



 



    The Holders and each other financial intermediary holding such
    Fed Book-Entry Debt Securities directly or indirectly on behalf
    of the Beneficial Owners shall have the responsibility of
    remitting payments for the accounts of their customers. All
    payments on Fed Book-Entry Debt Securities shall be subject to
    any applicable law or regulation.



 



    (c)  Fiscal Agent



 



    The FRBNY shall be the Fiscal Agent for Fed Book-Entry Debt
    Securities.



 



    In acting under the Fiscal Agency Agreement, the FRBNY shall act
    solely as Fiscal Agent of Freddie Mac and does not assume any
    obligation or relationship of agency or trust for or with any
    Holder of a Fed Book-Entry Debt Security.



 



    Section 3.02. Form of Registered Debt Securities.



 



    (a)  General



 



    As specified in the applicable Supplemental Agreement,
    Registered Debt Securities shall be deposited with (i) a
    custodian for, and registered in the name of a nominee of, DTC,
    or (ii) a Common Depositary, and registered in the name of
    such Common Depositary or a nominee of such Common Depositary.



 



    (b)  Title



 



    The person in whose name a Registered Debt Security is
    registered in the Register shall be the Holder of such
    Registered Debt Security. Beneficial interests in a Registered
    Debt Security shall be represented, and transfers thereof shall
    be effected, only through book-entry accounts of financial
    institutions acting on behalf of the Beneficial Owners of such
    Registered Debt Security, as a direct or indirect participant in
    the applicable clearing system for such Registered Debt Security.



 



    Freddie Mac, the Global Agent and the Registrar may treat the
    Holders as the absolute owners of Registered Debt Securities for
    the purpose of making payments and for all other purposes,
    whether or not such Registered Debt Securities shall be overdue
    and notwithstanding any notice to the contrary. Owners of
    beneficial interests in a Registered Debt Security shall not be
    considered by Freddie Mac, the Global Agent or the Registrar as
    the owner or Holder of such Registered Debt Security and, except
    as provided in Section 4.02(a), shall not be entitled to
    have Debt Securities registered in their names and shall not
    receive or be entitled to receive definitive Debt Securities.
    Any Beneficial Owner shall rely on the procedures of the
    applicable clearing system and, if such Beneficial Owner is not
    a participant therein, on the procedures of the participant
    through which such Beneficial Owner holds its interest, to
    exercise any rights of a Holder of such Registered Debt
    Securities.



 



    Payments by DTC participants to Beneficial Owners of DTC
    Registered Debt Securities held through DTC participants shall
    be the responsibility of such participants. Payments with
    respect to Other Registered Debt Securities held through
    Euroclear, Clearstream, Luxembourg or any other applicable
    clearing system shall be credited to Euroclear participants,
    Clearstream,




    

    27








 






    Luxembourg participants or participants of any other applicable
    clearing system in accordance with the relevant system’s
    rules and procedures.



 



    (c)  Global Agent



 



    In acting under the Global Agency Agreement, the Global Agent
    acts solely as a fiscal agent of Freddie Mac and does not assume
    any obligation or relationship of agency or trust for or with
    any Holder of a Registered Debt Security, except that any moneys
    held by the Global Agent for payment on a Registered Debt
    Security shall be held in trust for the Holder as provided in
    the Global Agency Agreement.



 



    (d)  Registrar



 



    In acting under the Global Agency Agreement, the Registrar does
    not assume any obligation or relationship of agency or trust
    for, or with, any Holder of a Registered Debt Security.



 



    Section 3.03. Clearance and Settlement Procedures.



 



    (a)  General



 



    Unless otherwise provided in the applicable Supplemental
    Agreement:



 



    (i)  Most Debt Securities denominated and payable in
    U.S. dollars and distributed within the United States shall
    clear and settle through the Fed Book-Entry System.



 



    (ii)  Most Debt Securities denominated and payable in
    U.S. dollars and distributed simultaneously within and outside
    of the United States, including all Reference Securities, shall
    clear and settle, within the United States, through the Fed
    Book-Entry System and, outside of the United States, through the
    systems operated by Euroclear, Clearstream, Luxembourg and/or
    any other designated clearing system.



 



    (iii)  Debt Securities denominated or payable in a
    Specified Currency other than U.S. dollars (and Debt Securities
    denominated and payable in U.S. dollars that are not cleared and
    settled in accordance with clauses (i) and (ii) above)
    and distributed solely within the United States shall clear and
    settle through the system operated by DTC.



 



    (iv)  Debt Securities denominated or payable in a
    Specified Currency other than U.S. dollars (and Debt Securities
    denominated and payable in U.S. dollars that are not cleared and
    settled in accordance with clauses (i) and (ii) above)
    and distributed simultaneously within and outside of the United
    States shall clear and settle through the systems operated by
    DTC, Euroclear, Clearstream, Luxembourg and/or any other
    designated clearing system.



 



    (v)  Debt Securities, irrespective of the Specified
    Currency in which such Debt Securities are denominated or
    payable, distributed solely outside of the United States shall
    clear and settle through the systems operated by Euroclear,
    Clearstream, Luxembourg and/or any other designated clearing
    system or, in certain cases, DTC.



 



    (b)  Primary Distribution



 



    (i)  General. On initial issue, Debt Securities
    shall be credited through one or more of the systems specified
    below or any other system specified in the applicable
    Supplemental Agreement.




    

    28








 






    (ii)  Federal Reserve Banks. Fed Book-Entry
    Debt Securities shall be issued and settled through the
    Fed-Book-Entry System in same-day funds and shall be held by
    designated Holding Institutions. After initial issue, all Fed
    Book-Entry Debt Securities shall continue to be held by such
    Holding Institutions in the Fed Book-Entry System unless
    arrangements are made for the transfer thereof to another
    Holding Institution. Fed Book-Entry Debt Securities shall not be
    exchangeable for definitive Debt Securities.



 



    (iii)  DTC. DTC participants acting on behalf
    of investors holding DTC Registered Debt Securities through DTC
    shall follow the delivery practices applicable to securities
    eligible for DTC’s Same-Day Funds Settlement System. DTC
    Registered Debt Securities shall be credited to DTC
    participants’ securities accounts following confirmation of
    receipt of payment to Freddie Mac on the relevant Issue Date.



 



    (iv)  Euroclear and Clearstream, Luxembourg.
    Investors holding Other Registered Debt Securities through
    Euroclear, Clearstream, Luxembourg or such other clearing system
    shall follow the settlement procedures applicable to
    conventional Eurobonds in registered form. Such Other Registered
    Debt Securities shall be credited to Euroclear, Clearstream,
    Luxembourg or such other clearing system participants’
    securities accounts either on the relevant Issue Date or on the
    settlement day following the relevant Issue Date against payment
    in same-day funds (for value on the relevant Issue Date).



 



    (c)  Secondary Market Transfers



 



    (i)  Fed Book-Entry Debt Securities. Transfers
    of Fed Book-Entry Debt Securities shall take place only in
    book-entry form on the Fed Book-Entry System. Such transfers
    shall occur between Holding Institutions in accordance with the
    rules of the Fed Book-Entry System.



 



    (ii)  Registered Debt Securities. Transfers of
    beneficial interests in Registered Debt Securities within the
    various systems that may be clearing and settling interests
    therein shall be made in accordance with the usual rules and
    operating procedures of the relevant system applicable to the
    Specified Currency in which such Registered Debt Securities are
    denominated or payable and the nature of the transfer.



 



    (iii)  Freddie Mac shall not bear responsibility for
    the performance by any system or the performance of the
    system’s respective direct or indirect participants or
    accountholders of the respective obligations of such
    participants or account holders under the rules and procedures
    governing such system’s operations.



 




    ARTICLE IV



 




    Payments,
    Exchange for Definitive Debt Securities



 



    Section 4.01. Payments.



 



    (a)  Payments on Fed Book-Entry Debt Securities



 



    Payments of principal of and any interest on Fed Book-Entry Debt
    Securities shall be made in U.S. dollars (except as otherwise
    provided in the applicable Supplemental Agreement) on the
    applicable payment dates to Holders thereof as of the end of the
    Business Day preceding each such payment date. Payments on Fed
    Book-Entry Debt Securities shall be made by credit of the
    payment amount to the Holders’ accounts at the relevant
    Federal Reserve Bank. All




    

    29








 






    payments to or upon the order of a Holder shall be valid and
    effective to discharge the liability of Freddie Mac in respect
    of the related Fed Book-Entry Debt Securities.



 



    (b)  Payments on Registered Debt Securities



 



    (i)  Payments in respect of Registered Debt Securities
    shall be made to DTC, Euroclear, Clearstream, Luxembourg or any
    other applicable clearing system, or their respective nominees,
    as the case may be, as the Holders thereof. Except as provided
    in Section 2.03(c) and Article VII hereof, such
    payments shall be made in the Specified Payment Currency. All
    payments to or upon the order of the Holder of a Registered Debt
    Security shall be valid and effective to discharge the liability
    of Freddie Mac in respect of such Registered Debt Security.
    Ownership positions within each system shall be determined in
    accordance with the normal conventions observed by such system.
    Freddie Mac, the Global Agent and the Registrar shall not have
    any responsibility or liability for any aspect of the records
    relating to or payments made on account of beneficial ownership
    interests in a Registered Debt Security or for maintaining,
    supervising or reviewing any records relating to such beneficial
    ownership interests.



 



    (ii)  Interest on a Registered Debt Security shall be
    paid on the applicable Interest Payment Date. Such interest
    payment shall be made to the Holder of such Registered Debt
    Security as of the close of business on the related Record Date.
    The first payment of interest on any Registered Debt Security
    originally issued between a Record Date and the related Interest
    Payment Date shall be made on the Interest Payment Date
    following the next Record Date to the Holder on such next Record
    Date. The principal of each Registered Debt Security, together
    with accrued and unpaid interest thereon, shall be paid to the
    Holder thereof against presentation and surrender of such
    Registered Debt Security.



 



    (iii)  All payments on Registered Debt Securities are
    subject to any applicable law or regulation. If a payment
    outside the United States is illegal or effectively precluded by
    exchange controls or other similar restrictions, payments in
    respect of the related Registered Debt Securities shall be made
    at the office of any paying agent in the United States.



 



    Section 4.02. Exchange for Definitive Debt
    Securities.



 



    In the event that Freddie Mac issues definitive Debt Securities
    in exchange for Registered Debt Securities issued in global
    form, such definitive Debt Securities shall have terms identical
    to the Registered Debt Securities for which they were exchanged
    except as described below.



 



    (a)  Issuance of Definitive Debt Securities



 



    Unless otherwise provided in the applicable Supplemental
    Agreement, beneficial interests in Registered Debt Securities
    issued in global form shall be subject to exchange for
    definitive Debt Securities only if such exchange is permitted by
    applicable law and (i) in the case of a DTC Registered Debt
    Security, DTC notifies Freddie Mac that it is no longer willing
    or able to discharge properly its responsibilities as depositary
    with respect to such DTC Registered Debt Security, or ceases to
    be a “clearing agency” registered under the Securities
    Exchange Act of 1934 (if so required), or is at any time no
    longer eligible to act as such, and in each case Freddie Mac is
    unable to locate a successor within 90 calendar days of
    receiving notice of such ineligibility on the part of DTC;
    (ii) in the case of any Other Registered Debt Security, if
    all of




    

    30








 






    the systems through which it is cleared or settled are closed
    for business for a continuous period of 14 calendar days (other
    than by reason of holidays, statutory or otherwise) or are
    permanently closed for business or have announced an intention
    permanently to cease business and in any such situations Freddie
    Mac is unable to locate a single successor within 90 calendar
    days of such closure; (iii) a Holder has instituted a
    judicial proceeding in a court to enforce its rights under such
    Registered Debt Security and such Holder has been advised by
    counsel that in connection with such proceeding it is necessary
    for such Holder to obtain possession of definitive Debt
    Securities; (iv) Freddie Mac (at its discretion), upon the
    request of a Holder and at such Holder’s expense, elects to
    issue definitive Debt Securities; or (v) Freddie Mac (at
    its discretion) elects to issue definitive Debt Securities. In
    such circumstances, Freddie Mac shall cause sufficient
    definitive Debt Securities to be executed and delivered as soon
    as practicable (and in any event within 45 calendar days of
    Freddie Mac’s receiving notice of the occurrence of such
    circumstances) to the Global Agent or its agent for completion,
    authentication and delivery to the relevant registered holders
    of such definitive Debt Securities. A person having an interest
    in a DTC Registered Debt Security or Other Registered Debt
    Security issued in global form shall provide Freddie Mac or the
    Global Agent with a written order containing instructions and
    such other information as Freddie Mac or the Global Agent may
    require to complete, execute and deliver such definitive Debt
    Securities in authorized denominations.



 



    (b)  Title



 



    The person in whose name a definitive Debt Security is
    registered in the Register shall be the “Holder”
    of such definitive Debt Security. Freddie Mac, the Global
    Agent and the Registrar may treat the Holders as the absolute
    owners of definitive Debt Securities for the purpose of making
    payments and for all other purposes, whether or not such
    definitive Debt Securities shall be overdue and notwithstanding
    any notice to the contrary.



 



    (c)  Payments



 



    Interest on a definitive Debt Security shall be paid on the
    applicable Interest Payment Date. Such interest payments shall
    be made by check mailed to the Holder thereof at the close of
    business on the Record Date preceding such Interest Payment Date
    at such Holder’s address appearing in the Register. The
    principal of each definitive Debt Security, together with
    accrued and unpaid interest thereon, shall be due on the
    Principal Payment Date (subject to the right of the Holder
    thereof on the related Record Date to receive interest due on an
    Interest Payment Date that is on or prior to such Principal
    Payment Date) and shall be paid against presentation and
    surrender of such definitive Debt Security at the offices of the
    Global Agent or other paying agent. Payments on the Principal
    Payment Date shall be made by check provided at the appropriate
    office of the Global Agent or other paying agent or mailed by
    the Global Agent to the Holder of such definitive Debt Security.
    U.S. dollar checks shall be drawn on a bank in the United
    States. Checks in a Specified Payment Currency other than U.S.
    dollars shall be drawn on a bank office located outside the
    United States.



 



    Notwithstanding the provisions described in the preceding
    paragraph relating to payments by check, the Holder of an
    aggregate principal amount of at least $10,000,000 of an issue
    of Debt Securities of which definitive Debt Securities form a
    part (or, in the case of a definitive Debt Security denominated
    in a Specified Currency other than U.S. dollars, the Specified
    Currency equivalent of at least $10,000,000) may elect to
    receive payments thereon by wire transfer of immediately
    available funds in the Specified Payment Currency to an account
    in such Specified




    

    31








 






    Payment Currency with a bank designated by such Holder that is
    acceptable to Freddie Mac; provided, that such bank has
    appropriate facilities therefor and accepts such transfer and
    such transfer is permitted by any applicable law or regulation
    and will not subject Freddie Mac to any liability, requirement
    or unacceptable charge. In order for such Holder to receive such
    payments, the relevant paying agent (including the Global Agent)
    must receive at its office from such Holder (i) in the case
    of payments on an Interest Payment Date, a written request
    therefor not later than the close of business on the related
    Record Date; or (ii) in the case of payments on the
    Principal Payment Date, a written request therefor not later
    than the close of business on the date 15 days prior to
    such Principal Payment Date and the related definitive Debt
    Security not later than two Business Days prior to such
    Principal Payment Date. Such written request must be delivered
    to the relevant paying agent (including the Global Agent) by
    mail, by hand delivery or by tested or authenticated telex. Any
    such request shall remain in effect until the relevant paying
    agent receives written notice to the contrary.



 



    All payments on definitive Debt Securities shall be subject to
    any applicable law or regulation. If a payment outside the
    United States is illegal or effectively precluded by exchange
    controls or similar restrictions, payments in respect of the
    related definitive Debt Securities may be made at the office of
    any paying agent in the United States.



 



    (d)  Partial Redemption



 



    Definitive Debt Securities subject to redemption in part by
    Freddie Mac shall be selected by the Global Agent by lot or in
    such other manner as the Global Agent deems fair and
    appropriate, subject to the requirement that the principal
    amount of each outstanding definitive Debt Security after such
    redemption is in an authorized denomination.



 



    (e)  Transfer and Exchange



 



    Definitive Debt Securities shall be presented for registration
    of transfer or exchange (with the form of transfer included
    thereon properly endorsed, or accompanied by a written
    instrument of transfer, with such evidence of due authorization
    and guaranty of signature as may be required by the Registrar,
    duly executed) at the office of the Registrar or any other
    transfer agent upon payment of any taxes and other governmental
    charges and other amounts, but without payment of any service
    charge to the Registrar or such transfer agent for such transfer
    or exchange. A transfer or exchange shall not be effective
    unless, and until, recorded in the Register.



 



    A transfer or exchange of a definitive Debt Security shall be
    effected upon satisfying the Registrar with regard to the
    documents and identity of the person making the request and
    subject to such reasonable regulations as Freddie Mac may from
    time to time agree with the Registrar. Such documents may
    include forms prescribed by U.S. tax authorities to establish
    the applicability of, or the exemption from, withholding or
    other taxes regarding the transferee Holder. Definitive Debt
    Securities may be transferred or exchanged in whole or in part
    only in the authorized denominations of the DTC Registered Debt
    Securities or Other Registered Debt Securities issued in global
    form for which they were exchanged. In the case of a transfer of
    a definitive Debt Security in part, a new definitive Debt
    Security in respect of the balance not transferred shall be
    issued to the transferor. In addition, replacement of mutilated,
    destroyed, stolen or lost definitive Debt Securities also is
    subject to the conditions discussed above with respect to
    transfers and exchanges generally. Each new definitive Debt
    Security to be issued upon transfer of such a definitive Debt
    Security, as well as the definitive Debt Security issued in
    respect of the balance not transferred, shall be mailed to such
    address as may be specified in the




    

    32








 






    form or instrument of transfer at the risk of the Holder
    entitled thereto in accordance with the customary procedures of
    the Registrar.



 




    ARTICLE V



 




    Secured
    Debt Securities



 



    If so provided in the applicable Supplemental Agreement, the
    indebtedness represented by certain Debt Securities shall be
    secured obligations of Freddie Mac. In such event, the
    description of the security interest and the terms of the grant
    of the security interest shall be set forth in the applicable
    Supplemental Agreement.



 




    ARTICLE VI



 




    Subordinated
    Debt Securities



 



    If so provided in the applicable Supplemental Agreement, the
    indebtedness represented by the Subordinated Debt Securities and
    the payment of principal of and interest on such Subordinated
    Debt Securities will be subordinated to prior payment in full of
    all Senior Obligations of Freddie Mac that are due and payable.
    Such Senior Obligations will be identified by category in the
    applicable Supplemental Agreement. In addition, there may be
    other terms applicable to specific offerings of Subordinated
    Debt Securities that would defer, limit or suspend Freddie
    Mac’s obligation to make any payment of principal of or
    interest on such Subordinated Debt Securities under certain
    specified conditions. Any such terms and conditions will be
    specified in the Supplemental Agreement.



 




    ARTICLE VII



 




    Currency
    Conversions



 



    Section 7.01. Currency Conversions for DTC Registered
    Debt Securities.



 



    (a)  In the case of DTC Registered Debt Securities
    whose Specified Payment Currency is other than U.S. dollars, the
    Currency Exchange Bank specified in the applicable Supplemental
    Agreement, for Holders of such DTC Registered Debt Securities,
    shall convert any amounts paid by Freddie Mac in such Specified
    Payment Currency into U.S. dollars, unless such Holders elect to
    receive payments in such Specified Payment Currency as
    hereinafter described. Freddie Mac shall have no responsibility
    for the conversion of the Specified Payment Currency for such
    DTC Registered Debt Securities into U.S. dollars.



 



    (b)  The U.S. dollar amount to be received by a Holder
    of a DTC Registered Debt Security in respect of which payments
    are to be converted from the Specified Payment Currency into
    U.S. dollars shall be determined by the Currency Exchange Bank
    in the morning of the day that would be considered the date for
    “spot” settlement of the Specified Payment Currency on
    the applicable payment date in accordance with market convention
    (generally two New York business days prior to such payment
    date) at the market rate determined by the Currency Exchange
    Bank to accomplish the conversion on such payment date of the
    aggregate amount of the Specified Payment Currency payable in
    respect of DTC Registered Debt Securities scheduled to receive
    payments converted into U.S. dollars. All currency exchange
    costs shall be borne by the Holders of such DTC Registered Debt
    Securities (and, accordingly, by the related Beneficial Owners)
    by deductions from such payments. In the event all or any
    portion of a Specified Payment Currency is not convertible into
    U.S. dollars, Holders of such DTC Registered Debt Securities
    shall receive payment in the Specified Payment Currency.




    

    33








 






    (c)  A Holder of a DTC Registered Debt Security to be
    paid in a Specified Payment Currency other than U.S. dollars
    shall have the option to receive payments of the principal of
    and any interest on such DTC Registered Debt Security in the
    Specified Payment Currency by notifying DTC no later than the
    third New York business day after the related Record Date, in
    the case of payments on an Interest Payment Date, or the date
    12 days prior to the Principal Payment Date, in the case of
    payments on the Principal Payment Date.



 




    ARTICLE VIII



 




    Events of
    Default and Remedies



 



    Section 8.01. Events of Default.



 



    (a)  An Event of Default with respect to a specific
    issue of Debt Securities (other than Subordinated Debt
    Securities) shall consist of (i) any failure by Freddie Mac
    to pay to Holders of such Debt Securities any required payment
    that continues unremedied for 30 days; (ii) any
    failure by Freddie Mac to perform in any material respect any
    other covenant or agreement in this Agreement, which failure
    continues unremedied for 60 days after the giving of notice
    of such failure to Freddie Mac by the Holders of not less than
    25% of the outstanding principal amount (or notional principal
    amount) of such Debt Securities; (iii) a court having
    jurisdiction in the premises shall enter a decree or order for
    relief in respect of Freddie Mac in an involuntary case under
    any applicable bankruptcy, insolvency or other similar law now
    or hereafter in effect, or appoint a receiver, liquidator,
    assignee, custodian, or sequestrator (or other similar official)
    of Freddie Mac or for all or substantially all of its property,
    or order the winding up or liquidation of its affairs, and such
    decree or order shall remain unstayed and in effect for a period
    of 60 consecutive days; or (iv) Freddie Mac shall commence
    a voluntary case under any applicable bankruptcy, insolvency or
    other similar law now or hereafter in effect, or shall consent
    to the entry of an order for relief in an involuntary case under
    any such law, or shall consent to the appointment of or taking
    possession by a receiver, liquidator, assignee, trustee,
    custodian, or sequestrator (or other similar official) of
    Freddie Mac or any substantial part of its property, or shall
    make any general assignment for the benefit of creditors, or
    shall fail generally to pay its debts as they become due.



 



    The appointment of a conservator (or other similar official) by
    a regulator having jurisdiction over Freddie Mac, whether or not
    Freddie Mac consents to such appointment, will not constitute an
    Event of Default. Any payment made in U.S. dollars or in euros
    as provided under Section 2.03(c)(i) shall not constitute
    an Event of Default.



 



    (b)  The Supplemental Agreement for any issue of
    Subordinated Debt Securities will specify the Events of Default
    that will apply to any such Subordinated Debt Securities.



 



    (c)  Any event associated with EMU (an “EMU
    Event”) shall not give rise to an Event of Default. An EMU
    Event may include, without limitation, each (and any
    combination) of (i) the fixing of exchange rates between
    the currency of a member state of the European Union and euros
    or between the currencies of member states of the European
    Union; (ii) the introduction of euros as lawful currency in
    a member state of the European Union; or (iii) the
    disappearance or replacement of a relevant rate option or other
    price source for the national currency of any member state of
    the European Union, or the failure of the agreed sponsor (or a
    successor sponsor) to publish or display a relevant rate, index,
    price, page or screen.



 



    Section 8.02. Rights Upon Event of Default.




    

    34








 






    (a)  As long as an Event of Default under this
    Agreement remains unremedied, Holders of not less than 50% of
    the outstanding principal amount (or notional principal amount)
    of an issue of Debt Securities to which such Event of Default
    relates may, by written notice to Freddie Mac, declare such Debt
    Securities due and payable and accelerate the maturity of such
    Debt Securities. Upon such acceleration, the principal amount of
    such Debt Securities and the interest accrued thereon shall be
    due and payable.



 



    (b)  No Holder has any right under this Agreement to
    institute any action or proceeding at law or in equity or in
    bankruptcy or otherwise, or for the appointment of a receiver or
    trustee, or for any other remedy, unless (i) such Holder
    previously has given to Freddie Mac written notice of an Event
    of Default and of the continuance thereof; (ii) the Holders
    of not less than 50% of the outstanding principal amount (or
    notional principal amount) of an issue of Debt Securities to
    which such Event of Default relates have given written notice to
    Freddie Mac of such Event of Default; and (iii) such Event
    of Default continues uncured for a period of 60 days
    following such notice. No Holder of an issue of Debt Securities
    has any right in any manner whatsoever by virtue of or by
    availing itself of any provision of this Agreement to affect,
    disturb or prejudice the rights of any other such Holder, or to
    obtain or seek to obtain preference or priority over any other
    such Holder or to enforce any right under this Agreement, except
    in the manner provided in this Agreement and for the ratable and
    common benefit of all such Holders and except for the priority
    rights of Holders of Senior Obligations over the rights of
    Holders of Subordinated Debt Securities.



 



    (c)  Events of Default that apply to an issue of
    Senior Obligations may not be Events of Default for an issue of
    Subordinated Debt Securities. As a result, Holders of an issue
    of Subordinated Debt Securities may not have the same
    acceleration rights as Holders of other Debt Securities, as
    provided in the applicable Supplemental Agreement.



 



    (d)  Prior to or after the institution of any action
    or proceeding relating to an issue of Debt Securities, the
    Holders of not less than 50% of the outstanding principal amount
    (or notional principal amount) of such Debt Securities may waive
    an Event of Default, whether or not it has resulted in a
    declaration of an acceleration of the maturity of such Debt
    Securities, and may rescind and annul any previously declared
    acceleration.



 



    (e)  Whenever in this Agreement it is provided that
    the Holders of a specified percentage in outstanding principal
    amount (or notional principal amount) of an issue of Debt
    Securities may take any action (including the making of any
    demand or request, or the giving of any authorization, notice,
    consent or waiver), the fact that at the time of taking any such
    action the Holders of such specified percentage have joined
    therein may be evidenced by a writing, or any number of writings
    of similar tenor, executed by Holders in person, or by an agent
    or proxy appointed in writing.



 




    ARTICLE IX



 




    Miscellaneous
    Provisions



 



    Section 9.01. Limitations on Liability of Freddie Mac
    and Others.



 



    Neither Freddie Mac nor any of its directors, officers,
    employees or agents shall be under any liability to the Holders
    or Beneficial Owners for any action taken, or not taken, by them
    in good faith under this Agreement or for errors in judgment.
    This provision will not protect Freddie Mac or any other related
    person against any liability which would otherwise be imposed




    

    35








 






    by reason of willful misfeasance, bad faith or gross negligence
    or by reason of reckless disregard of obligations and duties
    under this Agreement. Freddie Mac and such related persons shall
    have no liability of whatever nature for special, indirect or
    consequential damages, lost profits or business, or any other
    liability or claim (other than for direct damages), even if
    reasonably foreseeable or Freddie Mac has been advised of the
    possibility of such loss, damage, liability or claim.



 



    In performing its responsibilities under this Agreement, Freddie
    Mac may employ agents or independent contractors. Except upon an
    Event of Default (as defined herein), Freddie Mac shall not be
    subject to the control of Holders in any manner in the discharge
    of its responsibilities pursuant to this Agreement.



 



    Freddie Mac shall not be under any obligation to appear in,
    prosecute or defend any legal action that is not incidental to
    its responsibilities under this Agreement and which in its
    opinion may involve it in any expense or liability. However,
    Freddie Mac may in its discretion undertake any such legal
    action which it may deem necessary or desirable in the interests
    of the Holders. In such event, the legal expenses and costs of
    such action shall be expenses and costs of Freddie Mac.



 



    Section 9.02. Binding Effect of this Agreement.



 



    (a)  By receiving and accepting a Debt Security, each
    Holder, financial intermediary and Beneficial Owner of such Debt
    Security unconditionally agrees, without any signature or
    further manifestation of assent, to be bound by the terms and
    conditions of this Agreement, as supplemented, modified or
    amended pursuant to its terms.



 



    (b)  This Agreement shall be binding upon and inure to
    the benefit of any successor to Freddie Mac.



 



    Section 9.03. Replacement.



 



    Any Registered Debt Security in definitive form that becomes
    mutilated, destroyed, stolen or lost shall be replaced by
    Freddie Mac at the expense of the Holder upon delivery to the
    Global Agent of evidence of the destruction, theft or loss
    thereof, and an indemnity satisfactory to Freddie Mac and the
    Global Agent. Upon the issuance of any substituted Registered
    Debt Security, Freddie Mac or the Global Agent may require the
    payment by the Holder of a sum sufficient to cover any taxes and
    expenses connected therewith.



 



    Section 9.04. Conditions to Payment, Transfer or
    Exchange.



 



    Freddie Mac, its agent or any other person potentially required
    to withhold with respect to payments on a Debt Security shall
    have the right to require a Holder of a Debt Security, as a
    condition to payment of principal of or interest on such Debt
    Security, or as a condition to transfer or exchange of such Debt
    Security, to present at such place as Freddie Mac, its agent or
    such other person shall designate a certificate in such form as
    Freddie Mac, its agent or such other person may from time to
    time prescribe, to enable Freddie Mac, its agent or such other
    person to determine its duties and liabilities with respect to
    (i) any taxes, assessments or governmental charges which
    Freddie Mac, any Federal Reserve Bank, the Global Agent or such
    other person, as the case may be, may be required to deduct or
    withhold from payments in respect of such Debt Security under
    any present or future law of the United States or jurisdiction
    therein or any regulation or interpretation of any taxing
    authority thereof; and (ii) any reporting or other
    requirements under such laws, regulations or interpretations.
    Freddie Mac, its agent or




    

    36








 






    such other person shall be entitled to determine its duties and
    liabilities with respect to such deduction, withholding,
    reporting or other requirements on the basis of information
    contained in such certificate or, if no certificate shall be
    presented, on the basis of any presumption created by any such
    law, regulation or interpretation, and shall be entitled to act
    in accordance with such determination.



 



    Section 9.05. Amendment.



 



    (a)  Freddie Mac may modify, amend or supplement this
    Agreement and the terms of an issue of Debt Securities, without
    the consent of the Holders or Beneficial Owners, (i) to
    cure any ambiguity, or to correct or supplement any defective
    provision or to make any other provision with respect to matters
    or questions arising under this Agreement or the terms of any
    Debt Security that are not inconsistent with any other provision
    of this Agreement or the Debt Security; (ii) to add to the
    covenants of Freddie Mac for the benefit of the Holders or
    surrender any right or power conferred upon Freddie Mac;
    (iii) to evidence the succession of another entity to
    Freddie Mac and its assumption of the covenants of Freddie Mac;
    (iv) to conform the terms of an issue of Debt Securities or
    cure any ambiguity or discrepancy resulting from any changes in
    the Book-Entry Rules or any regulation or document that are
    applicable to book-entry securities of Freddie Mac; (v) to
    increase the amount of an issue of Debt Securities as
    contemplated under Section 2.07; or (vi) in any other
    manner that Freddie Mac may determine and that will not
    adversely affect in any material respect the interests of
    Holders or Beneficial Owners at the time of such modification,
    amendment or supplement.



 



    (b)  In addition, either (i) with the written
    consent of the Holders of at least a majority of the aggregate
    then outstanding principal amount or notional principal amount
    of an issue of Debt Securities affected thereby, excluding any
    such Debt Securities owned by Freddie Mac; or (ii) by the
    adoption of a resolution at a meeting of Holders at which a
    quorum is present, by the Holders of at least a majority of the
    aggregate then outstanding principal amount or notional
    principal amount of an issue of Debt Securities represented at
    such meeting, excluding any such Debt Securities owned by
    Freddie Mac, Freddie Mac may from time to time and at any time
    modify, amend or supplement the terms of an issue of Debt
    Securities for the purpose of adding any provisions to or
    changing in any manner or eliminating any provisions of such
    Debt Securities or modifying in any manner the rights of the
    Holders; provided, however, that no such modification, amendment
    or supplement may, without the written consent or affirmative
    vote of each Holder of a Debt Security; (A) change the
    Maturity Date or any Interest Payment Date of such Debt
    Security; (B) materially modify the redemption or repayment
    provisions, if any, relating to the redemption or repayment
    price of, or any redemption or repayment date or period for,
    such Debt Security; (C) reduce the principal amount of,
    delay the principal payment of, or materially modify the rate of
    interest or the calculation of the rate of interest on, such
    Debt Security; (D) in the case of Registered Debt
    Securities only, change the Specified Payment Currency of such
    Registered Debt Security; or (E) reduce the percentage of
    Holders whose consent or affirmative vote is necessary to
    modify, amend or supplement the terms of the relevant issue of
    Debt Securities. A quorum at any meeting of Holders called to
    adopt a resolution shall be Holders entitled to vote a majority
    of the then aggregate outstanding principal amount or notional
    principal amount of an issue of such Debt Securities called to
    such meeting and, at any reconvened meeting adjourned for lack
    of a quorum, 25% of the then aggregate outstanding principal
    amount or notional principal amount of such issue of Debt
    Securities, in both cases excluding any such Debt Securities
    owned by Freddie Mac. It shall not be necessary




    

    37








 






    for the Holders to approve the particular form of any proposed
    amendment, but it shall be sufficient if such consent or
    resolution approves the substance of such change. If any
    modification, amendment or supplement of the terms of an issue
    of Debt Securities that have been separated into Interest and
    Principal Components requires the consent of Holders, only the
    Holders of the Principal Components will be entitled to give or
    withhold that consent. Holders of Interest Components will have
    no right to give or withhold such consent.



 



    (c)  The “principal amount,” for purposes of
    the preceding paragraph, for a Debt Security that is a Zero
    Coupon Debt Security or for a Debt Security issued at an
    “issue price” of 80% or less of its principal amount
    will be equal to (i) the issue price of such Debt Security;
    plus (ii) the original issue discount that has accrued from
    the Issue Date of such Debt Security to the OID Determination
    Date; minus (iii) any amount considered as part of the
    “stated redemption price at maturity” of such Debt
    Security that has been paid from the Issue Date of such Debt
    Security to the OID Determination Date.



 



    The “principal amount,” for purposes of the second
    preceding paragraph, of a Debt Security whose Specified
    Principal Currency is other than U.S. dollars will be the U.S.
    dollar equivalent, determined on the Issue Date, of the
    principal amount (or, in the case of the Debt Securities
    referred to in the preceding paragraph, the amount determined in
    accordance with the provisions described in such preceding
    paragraph) of such Debt Security. The “principal
    amount” of a Debt Security with principal determined by
    reference to an Index will be described in the applicable
    Supplemental Agreement.



 



    (d)  Freddie Mac may establish a record date for the
    determination of Holders entitled to vote at any meeting of
    Holders of Debt Securities, to grant any consent in respect of
    Debt Securities and to notice with respect to any such meeting
    or consent.



 



    (e)  Any instrument given by or on behalf of any
    Holder of a Debt Security in connection with any consent to any
    such modification, amendment or supplement shall be irrevocable
    once given and shall be conclusive and binding on all subsequent
    Holders of such Debt Security or any Debt Security issued,
    directly or indirectly, in exchange or substitution therefor,
    irrespective of whether or not notation in regard thereto is
    made thereon. Any modification, amendment or supplement of this
    Agreement or of the terms of Debt Securities shall be conclusive
    and binding on all Holders of Debt Securities affected thereby,
    whether or not they have given such consent or were present at
    any meeting (unless by the terms of this Agreement a written
    consent or an affirmative vote of such Holders is required), and
    whether or not notation of such modification, amendment or
    supplement is made upon the Debt Securities.



 



    Section 9.06. Securities Acquired by Freddie Mac.



 



    Freddie Mac may, from time to time, repurchase or otherwise
    acquire (either for cash or in exchange for newly-issued Debt
    Securities) all or a portion of any issue of Debt Securities.
    Any Debt Securities owned by Freddie Mac shall have an equal and
    proportionate benefit under the provisions of this Agreement,
    without preference, priority or distinction as among such Debt
    Securities, except that in determining whether the Holders of
    the required percentage of the outstanding principal amount (or
    notional principal amount) of an issue of Debt Securities have
    given any required demand, authorization, notice, consent or
    waiver under this Agreement, any Debt Securities owned by
    Freddie Mac or any person directly or indirectly controlling or
    controlled by or under direct or indirect common control with
    Freddie Mac shall be disregarded and deemed not to be
    outstanding for the purpose of such determination.




    

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    Section 9.07. Notice.



 



    (a)  Any notice, demand or other communication which
    by any provision of this Agreement is required or permitted to
    be given to or served upon any Holder may be given or served in
    writing by deposit thereof, postage prepaid, in the mail,
    addressed to such Holder as such Holder’s name and address
    may appear in the records of Freddie Mac, a Federal Reserve Bank
    or the Registrar, as the case may be, or, in the case of a
    Holder of a Fed Book-Entry Debt Security, by transmission to
    such Holder through the communication system linking the Federal
    Reserve Banks. Such notice, demand or other communication to or
    upon any Holder shall be deemed to have been sufficiently given
    or made, for all purposes, upon mailing or transmission.



 



    (b)  If and so long as an issue of Debt Securities is
    admitted for trading on the Euro MTF Market and listed on the
    Official List of the Luxembourg Stock Exchange and the rules of
    the Luxembourg Stock Exchange so require, notices with respect
    to such issue of Debt Securities also shall be published in a
    newspaper of general circulation in Luxembourg or, if such
    publication is not practical, elsewhere in Europe. If and so
    long as an issue of Debt Securities is listed on the Singapore
    Stock Exchange and the rules of the Singapore Stock Exchange so
    require, notices with respect to such issue of Debt Securities
    shall be published in a newspaper of general circulation in
    Singapore or, if such publication is not practical, elsewhere in
    Asia. Notice by publication shall be deemed to have been given
    on the date of publication or, if published more than once, on
    the date of first publication.



 



    (c)  Any notice, demand or other communication which
    by any provision of this Agreement is required or permitted to
    be given to or served upon Freddie Mac shall be given in writing
    addressed (until another address is published by Freddie Mac) as
    follows: Federal Home Loan Mortgage Corporation, 8200 Jones
    Branch Drive, McLean, Virginia 22102 Attention: General Counsel
    and 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 the writing by Freddie Mac.



 



    Section 9.08. Governing Law.



 



    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE HOLDERS AND
    FREDDIE MAC WITH RESPECT TO THE DEBT SECURITIES SHALL BE
    CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
    UNITED STATES. INSOFAR AS THERE MAY BE NO APPLICABLE PRECEDENT,
    AND INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF THE
    FREDDIE MAC ACT OR ANY PROVISION OF THIS AGREEMENT OR THE
    TRANSACTIONS GOVERNED THEREBY, THE LAWS OF THE STATE OF NEW YORK
    SHALL BE DEEMED REFLECTIVE OF THE LAWS OF THE UNITED STATES.



 



    Section 9.09. Headings.



 



    The Article, Section and Subsection headings are for convenience
    only and shall not affect the construction of this Agreement.



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION




    

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