exv10w60







 




    Exhibit 10.60



 




    INDEMNIFICATION
    AGREEMENT



 



    Agreement
    dated          ,
              ,
    between the Federal Home Loan Mortgage Corporation, a
    corporation organized and existing under the laws of the United
    States (the “Corporation”), and
              ,
    (the “Indemnitee”), a member of the Board of Directors
    of the Corporation.



 



    WHEREAS, persons have become reluctant to serve publicly-held
    corporations as directors, or in other capacities, unless they
    are provided with additional protection from the risk of claims
    and actions against them arising out of their service to and
    activities on behalf of such corporations; and



 



    WHEREAS, the current uncertainty as to the availability of
    adequate insurance and the uncertainties related to
    indemnification have increased the difficulty of attracting and
    retaining such persons; and



 



    WHEREAS, the Board of Directors of the Corporation (the
    “Board”) has determined that the inability to attract
    and retain such persons would be detrimental to the best
    interests of the Corporation’s stockholders and that such
    persons should be assured that they will have sufficient
    protection in the future; and



 



    WHEREAS, the Corporation desires to obligate itself
    contractually to indemnify such persons in accordance with the
    terms of this Agreement.



 



    NOW, THEREFORE, in consideration of the premises and the
    covenants contained herein, the Corporation and the Indemnitee
    hereby agree as follows:



 




    Section 1.
    Definitions.  
    



 



    For purposes of this Agreement:



 



    (a) “Change of Control” means a change in control
    of the Corporation of a nature that would be required to be
    reported in response to Item 6(e) of Schedule 14A of
    Regulation 14A promulgated under the Securities Exchange
    Act of 1934 (the “’34 Act”), if the Corporation
    were subject to such reporting requirement; provided a Change of
    Control shall be deemed to have occurred if (i) any
    “person” (as such term is used in Sections 13(d)
    and 14(d) of the ’34 Act) is or becomes the
    “beneficial owner” (as defined in
    Rule 13d-3
    under the ’34 Act) of securities of the Corporation
    representing 20% or more of the voting power of the
    Corporation’s then outstanding shares of voting common
    stock without the prior approval of at least two-thirds of the
    members of the Board in office immediately prior to such
    person’s attaining such percentage interest; (ii) the
    Corporation is a party to a merger, consolidation, sale of
    assets or other reorganization, or a proxy contest, as a
    consequence of which members of the Board elected by the
    stockholders in office immediately prior to such transaction or
    event constitute less than a majority of the members of the
    Board elected by the stockholders thereafter; or
    (iii) during any period of two consecutive years,
    individuals who at the beginning of such period constituted the
    members of the Board elected by the stockholders (including for
    this purpose any new director whose nomination for election by
    the Corporation’s stockholders was approved by a vote of at
    least two-thirds of the directors elected by the stockholders
    then still in office who were













 






    directors at the beginning of such period) cease for any reason
    to constitute at least a majority of the members of the Board
    elected by the stockholders. References to sections of the
    ’34 Act or to the rules or regulations promulgated
    thereunder shall be deemed to refer to any successor provisions
    or any other provisions with substantially the same import.



 



    (b) “Corporate Status” means the status of a
    person who is or was a director, officer or employee of the
    Corporation or who is or was serving at the request of the
    Corporation as a director, officer, partner, trustee, employee
    or agent of another corporation, partnership, joint venture,
    trust, employee benefit plan or other enterprise of the
    Corporation.



 



    (c) “Disinterested Director” means a director of
    the Corporation who is not and was not a party to the Proceeding
    in respect of which indemnification is sought by the Indemnitee.



 



    (d) “Expenses” means all reasonable
    attorneys’ fees, retainers, court costs, transcript costs,
    fees of experts, witness fees, travel expenses, duplicating
    costs, printing and binding costs, telephone charges, postage,
    delivery service fees, and all other disbursements or expenses
    of the types customarily incurred in connection with
    prosecuting, defending, preparing to prosecute or defend or
    investigating a Proceeding.



 



    (e) “Independent Counsel” means a law firm, or a
    member of a law firm, that is experienced in matters of
    corporation law and neither presently is, nor in the past five
    years has been, retained to represent (i) the Corporation
    or the Indemnitee in any matter material to either such party,
    or (ii) any other party to the Proceeding giving rise to a
    claim for indemnification pursuant to this Agreement.
    Notwithstanding the foregoing, the term “Independent
    Counsel” shall not include any person who, under the
    applicable standards of professional conduct then prevailing,
    would have a conflict of interest in representing either the
    Corporation or the Indemnitee in an action to determine the
    Indemnitee’s rights in this Agreement.



 



    (f) “Proceeding” means any action, suit,
    arbitration, alternative dispute resolution mechanism,
    investigation, administrative hearing or any other proceeding,
    whether civil, criminal, administrative or investigative, and
    whether formal or informal.



 




    Section 2.
    Indemnification —
    Proceedings.  
    



 



    The Indemnitee shall be entitled to the rights of
    indemnification provided in this Agreement if, by reason of his
    Corporate Status, he is, or is threatened to be made, a party to
    any threatened, pending, or completed Proceeding, as follows:



 



    2.1. Proceedings — General.  The
    Indemnitee shall be indemnified against all liabilities
    (including the obligation to pay a judgment (and interest
    thereon), settlement, penalty or fine, including any excise tax
    with respect to an employee benefit plan) and Expenses
    reasonably incurred or suffered by the Indemnitee or on his
    behalf in connection with any such Proceeding, except such
    liabilities or Expenses as are incurred because of the
    Indemnitee’s willful misconduct or knowing violation of the
    criminal law, or are incurred in connection with a Proceeding
    charging personal benefit to the Indemnitee, whether or not
    involving action in the




    

    2








 






    Indemnitee’s official capacity, to the extent the
    Indemnitee was adjudged liable on the basis that personal
    benefit was improperly received by the Indemnitee. The
    Indemnitee shall notify the Corporation in writing within thirty
    days after being served with any summons, citation, subpoena,
    complaint, indictment, information or other document relating to
    any Proceeding or matter which may be subject to indemnification
    or advancement of Expenses covered by this Agreement.



 



    2.2. Successful Defense of
    Proceedings.  Notwithstanding any other provision
    of this Agreement, to the extent the Indemnitee is, by reason of
    his Corporate Status, a party to, and is successful, on the
    merits or otherwise, in any Proceeding, the Indemnitee shall be
    indemnified against all Expenses actually and reasonably
    incurred by him or on his behalf in connection therewith. If the
    Indemnitee is not wholly successful in such Proceeding, but is
    successful, on the merits or otherwise, as to one or more but
    less than all claims, issues or matters in the Proceeding, the
    Corporation shall indemnify the Indemnitee against all Expenses
    actually and reasonably incurred by him or on his behalf in
    connection with each successfully resolved claim, issue or
    matter. For the purposes of this Section 2.2, and without
    limiting the generality of the foregoing, the termination of any
    claim, issue or matter in the Proceeding by dismissal, with or
    without prejudice, shall be deemed to be a successful result as
    to such claim, issue or matter.



 



    2.3. Proceedings Initiated by the
    Indemnitee.  Except as provided in
    Section 6.1 of this Agreement, the Corporation shall
    indemnify the Indemnitee in connection with a Proceeding (or
    part thereof) initiated by the Indemnitee only if the Proceeding
    (or part thereof) was authorized by the Board.



 



    2.4. Retention of Counsel in
    Proceedings.  The Indemnitee shall be entitled to
    select counsel to defend the Indemnitee in any threatened,
    pending or completed Proceeding, subject to the approval by a
    majority of the Disinterested Directors of the full Board, by a
    majority of the Disinterested Directors of a committee selected
    by the Board, by outside counsel representing the Corporation in
    the Proceeding or by the General Counsel of the Corporation,
    which approval may not be withheld unreasonably.



 




    Section 3.
    Advancement of
    Expenses.  
    



 



    The Corporation shall advance all Expenses incurred by or on
    behalf of the Indemnitee in connection with any Proceeding for
    which the Indemnitee would be entitled to indemnification
    pursuant to the terms of Section 2.1 of this Agreement
    within twenty days after the receipt by the Corporation of a
    statement or statements from the Indemnitee requesting such
    advance or advances from time to time, whether prior to or after
    final disposition of such Proceeding. Such statement or
    statements shall reasonably evidence the Expenses incurred by or
    on behalf of the Indemnitee and shall include or be preceded by
    (a) a written statement by the Indemnitee of the
    Indemnitee’s good faith belief that the Indemnitee has met
    the standard of conduct required for indemnification pursuant to
    the terms of Section 2.1 of this Agreement and (b) a
    written undertaking by or on behalf of the Indemnitee to repay
    any Expenses advanced if it shall ultimately be determined that
    the Indemnitee is not entitled to be indemnified against such
    Expenses.




    

    3








 







    Section 4.  Procedure
    for Determination of Entitlement to
    Indemnification.  
    



 



    4.1.  Written Requests.  To obtain
    indemnification under this Agreement in connection with any
    Proceeding, the Indemnitee shall submit to the Secretary of the
    Corporation a written request, including such documentation and
    information as is reasonably available to the Indemnitee and is
    reasonably necessary to determine whether and to what extent the
    Indemnitee is entitled to indemnification. The Secretary of the
    Corporation shall, promptly upon receipt of any such request for
    indemnification, advise the Board in writing that the Indemnitee
    has requested indemnification.



 



    4.2.  Determination of Entitlement; Authorization
    of Payments.  Upon written request by the
    Indemnitee for indemnification as provided in Section 4.1
    of this Agreement, a determination with respect to the
    Indemnitee’s entitlement thereto shall be made, as follows:



 



    (a) if there has not been a Change of Control of the
    Corporation, the full Board shall elect one of the following
    methods to determine whether the Indemnitee shall be entitled to
    indemnification under this Agreement (and directors who are not
    Disinterested Directors may participate in such election):



 



    (i) by a majority vote of a quorum of the Board consisting
    of Disinterested Directors,



 



    (ii) by a majority vote of a committee (consisting of two
    or more Disinterested Directors) selected by the Board,



 



    (iii) by a written opinion of Independent Counsel,
    (A) selected by the Board or a committee in the manner
    prescribed by Subsections (a)(i) and (ii) of this
    Section 4.2 or (B) if a quorum of the Board cannot be
    obtained in the manner prescribed by Subsection (a)(i) of this
    Section 4.2 and a committee cannot be selected in the
    manner prescribed by Subsection (a)(ii) of this Section 4.2,
    selected by a majority vote of the full Board (and directors who
    are not Disinterested Directors may participate in such
    selection), a copy of which written opinion shall be delivered
    to the Indemnitee, or



 



    (iv) by a majority vote of the stockholders of the
    Corporation, excluding any shares owned by or voted under the
    control of any director who is not a Disinterested Director; or,



 



    (b) if there has been a Change of Control of the
    Corporation, Independent Counsel, selected in the manner
    provided in Subsection (a)(iii) of this Section 4.2, shall
    determine whether the Indemnitee shall be entitled to
    indemnification under this Agreement by written opinion, a copy
    of which shall be delivered to the Indemnitee, provided that, if
    the Indemnitee so requests, such determination shall be made by
    the




    

    4








 






    Board, in the manner provided in
    Subsection (a)(i)
    of this Section 4.2, or a committee selected by the Board,
    in the manner provided in
    Subsection (a)(ii)
    of this Section 4.2.



 



    If it is determined that the Indemnitee is entitled to
    indemnification, then, absent an intentional misstatement by the
    Indemnitee of a material fact, or an intentional omission of a
    material fact necessary to make the Indemnitee’s request
    for indemnification (and all documentation and information
    supplied in connection therewith) not materially misleading,
    payment to the Indemnitee shall be made within ten days after
    such determination.



 



    Notwithstanding anything to the contrary contained herein, in
    the event Independent Counsel shall have made a determination
    with respect to the Indemnitee’s entitlement to
    indemnification as provided in this Section 4.2, the
    authorization of the amount of liabilities and Expenses payable
    hereunder (i) shall be determined by the Board, in the
    manner provided in Subsection (a)(i) of this Section 4.2,
    or a committee selected by the Board, in the manner provided in
    Subsection (a)(ii) of this Section 4.2, or, (ii) if a
    quorum of the Board cannot be obtained under Subsection (a)(i)
    of this Section 4.2 and a committee cannot be selected
    under Subsection (a)(ii) of this Section 4.2, shall be
    determined by a majority vote of the full Board (and directors
    who are not Disinterested Directors may participate in such
    determination). The Indemnitee shall cooperate with the person,
    persons or entity making the determination with respect to the
    Indemnitee’s entitlement to indemnification, including
    providing to such person, persons or entity upon reasonable
    advance request any documentation or information which is not
    privileged or otherwise protected from disclosure and which is
    reasonably available to the Indemnitee and reasonably necessary
    to such determination. Any costs or expenses incurred by the
    Indemnitee in cooperating with the person, persons or entity
    making such determination shall be borne by the Corporation
    (irrespective of the determination as to the Indemnitee’s
    entitlement to indemnification), and the Corporation shall
    indemnify and hold the Indemnitee harmless from such costs or
    expenses.



 



    4.3.  Selection of Independent
    Counsel.  The Corporation shall give written
    notice to the Indemnitee advising the Indemnitee of the identity
    of any Independent Counsel selected. The Indemnitee, within
    seven days after such written notice of selection shall have
    been given, may deliver to the Corporation a written objection
    to such selection. Such objection may be asserted only on the
    ground that Independent Counsel so selected does not meet the
    requirements of “Independent Counsel” as defined in
    Section 1 of this Agreement, and the objection shall set
    forth with particularity the factual basis of such assertion. If
    such written objection is made, either the Corporation or the
    Indemnitee may petition the United States District Court for the
    district within which the Corporation’s principal office is
    located or the court where the Proceeding in respect of which
    indemnification is sought by the Indemnitee is pending, if any,
    for resolution of the objection
    and/or for
    the appointment as Independent Counsel of a person selected by
    such court or by such other person as the court shall designate,
    and the person with respect to whom an objection is so resolved
    or the person so appointed shall act as Independent Counsel
    under Section 4.2 of this Agreement. The Corporation shall
    pay any and all reasonable fees and expenses of Independent
    Counsel incurred by such Independent Counsel in connection with
    its actions pursuant to this Agreement, and the Corporation
    shall pay all reasonable fees and expenses incident to the
    procedures of this Section 4.3.




    

    5








 







    Section 5.
    Presumptions and Effect of Certain
    Proceedings.  
    



 



    5.1.  Presumptions as to Entitlement to
    Indemnification. If the person, persons or entity empowered or
    selected under Section 4.2 of this Agreement to determine
    whether the Indemnitee is entitled to indemnification shall not
    have made a determination within ninety days after receipt by
    the Corporation of the request therefor, the requisite
    determination of entitlement to indemnification shall be deemed
    to have been made, and the Indemnitee shall be entitled to such
    indemnification, absent (a) an intentional misstatement by
    the Indemnitee of a material fact, or an intentional omission of
    a material fact necessary to make the Indemnitee’s request
    for indemnification (and all documentation and information
    supplied in connection therewith) not materially misleading or
    (b) prohibition of such indemnification under applicable
    law. Notwithstanding the foregoing, the provisions of this
    Section 5.1 set forth above shall not apply (i) if the
    determination of entitlement to indemnification is to be made by
    the stockholders pursuant to Section 4.2 of this Agreement
    and if (A) within twenty days after receipt by the
    Corporation of the request for such determination the Board has
    resolved to submit such determination to the stockholders for
    their consideration at an annual meeting to be held within
    eighty days after such determination is made at such meeting, or
    (B) a special meeting of stockholders is called within
    twenty days after such receipt for the purpose of making such
    determination, such meeting is held for such purpose within
    eighty days after having been so called and such determination
    is made at such meeting, or (ii) if the determination of
    entitlement to indemnification is to be made by Independent
    Counsel pursuant to Section 4.2 of this Agreement.



 



    5.2.  Effect of Certain
    Proceedings.  The termination of any Proceeding or
    of any claim, issue or matter therein, by settlement, judgment,
    order or conviction, or upon a plea of nolo
    contendere or its equivalent, shall not (except as
    otherwise expressly provided in this Agreement) of itself
    adversely affect the right of the Indemnitee to indemnification
    or create a presumption that the Indemnitee did not meet the
    standard of conduct required for indemnification pursuant to the
    terms of Section 2.1 of this Agreement.



 



    5.3.  Presumptions — Change of
    Control.  If a Change of Control shall have
    occurred, in making a determination with respect to entitlement
    to indemnification under this Agreement, the Board, committee or
    stockholders (but not Independent Counsel) making such
    determination shall presume that the Indemnitee is entitled to
    indemnification under this Agreement if the Indemnitee has
    submitted a request for indemnification in accordance with the
    terms of Section 4.1 of this Agreement, and the Corporation
    shall have the burden of proof to overcome that presumption in
    connection with the making by any person, persons or entity of
    any determination contrary to that presumption.



 




    Section 6.
    Remedies of the
    Indemnitee.  
    



 



    6.1 Remedies.  In the event that
    (a) payment of indemnification is not made pursuant to
    Section 2.2 of this Agreement within ninety days after
    receipt by the Corporation of a written request therefor,
    (b) advancement of Expenses is not made pursuant to
    Section 3 of this Agreement within twenty days after
    receipt by the Corporation of a written request therefor,
    (c) a determination is made pursuant to Section 4 of
    this Agreement that the




    

    6








 






    Indemnitee is not entitled to indemnification under this
    Agreement, (d) a determination is not made pursuant to
    Section 4 of this Agreement with respect to the
    Indemnitee’s entitlement to indemnification within ninety
    days after receipt by the Corporation of a written request
    therefor (or such longer period of time as may be set forth for
    a determination by the stockholders or by Independent Counsel as
    set forth in Section 5.1 of this Agreement), or
    (e) payment of indemnification is not made within ten days
    after a determination has been made pursuant to Section 4
    of this Agreement or deemed to have been made pursuant to
    Section 5 of this Agreement that the Indemnitee is entitled
    to indemnification, the Indemnitee shall be entitled to an
    adjudication in the United States District Court for the
    district within which the Corporation’s principal office is
    located or the court where the Proceeding in respect of which
    indemnification is sought by the Indemnitee is pending, if any,
    of his entitlement to such indemnification or advancement of
    Expenses. Alternatively, the Indemnitee, at his option, may seek
    an award in arbitration to be conducted by a single arbitrator
    pursuant to the rules of the American Arbitration Association.
    The Indemnitee shall commence such proceeding seeking an
    adjudication or an award in arbitration within one hundred
    eighty days following the date on which the Indemnitee first has
    the right to commence such proceeding pursuant to this
    Section 6.1. The Corporation shall not oppose the
    Indemnitee’s right to seek any such adjudication or award
    in arbitration.



 



    6.2.  Presumptions in Judicial or Arbitration
    Proceedings.  If a determination shall have been
    made pursuant to Section 4 of this Agreement that the
    Indemnitee is not entitled to indemnification, any judicial
    proceeding or arbitration commenced pursuant to Section 6.1
    of this Agreement shall be conducted in all respects as a
    de novo trial or arbitration on the merits, and
    the Indemnitee shall not be prejudiced by reason of the prior
    adverse determination.



 



    6.3.  Corporation Bound by
    Determinations.  If a determination shall have
    been made pursuant to Section 4 of this Agreement or deemed
    to have been made pursuant to Section 5 of this Agreement
    that the Indemnitee is entitled to indemnification, the
    Corporation shall be bound by such determination in any judicial
    proceeding or arbitration commenced pursuant to Section 6.1
    of this Agreement, absent (a) an intentional misstatement
    by the Indemnitee of a material fact, or an intentional omission
    of a material fact necessary to make the Indemnitee’s
    request for indemnification (and all documentation and
    information supplied in connection therewith) not materially
    misleading in connection with the request for indemnification,
    or (b) prohibition of such indemnification under applicable
    law.



 



    6.4.  Corporation Bound by Procedures and
    Presumptions.  The Corporation shall be precluded
    from asserting in any judicial proceeding or arbitration
    commenced pursuant to Section 6.1 of this Agreement that
    the procedures and presumptions of this Agreement are not valid,
    binding and enforceable and shall stipulate in any such court or
    before any such arbitrator that the Corporation is bound by all
    the provisions of this Agreement.



 



    6.5.  Indemnification if Indemnitee Prevails in
    Judicial or Arbitration Proceedings.  In the event
    the Indemnitee, pursuant to Section 6.1 of this Agreement,
    seeks a judicial adjudication, or an award in arbitration, of
    the Indemnitee’s rights under, or to recover damages for
    breach of, this Agreement, the Indemnitee shall be entitled to
    recover from the




    

    7








 






    Corporation, and shall be indemnified by the Corporation
    against, any and all expenses (of the kinds described in the
    definition of Expenses) actually and reasonably incurred by him
    in such judicial adjudication or arbitration, but only if the
    Indemnitee prevails therein. If it shall be determined in such
    judicial adjudication or arbitration that the Indemnitee is
    entitled to receive part but not all of the indemnification or
    advancement of Expenses sought, the expenses incurred by the
    Indemnitee in connection with such judicial adjudication or
    arbitration shall be prorated.



 




    Section 7.
    Non-Exclusivity; Insurance;
    Subrogation.  
    



 



    7.1.  Non-Exclusivity.  The rights of
    indemnification and to receive advancement of Expenses as
    provided by this Agreement shall not be deemed exclusive of any
    other rights to which the Indemnitee may at any time be entitled
    under applicable law (including the Corporation’s enabling
    legislation), the Bylaws of the Corporation, any agreement, vote
    of stockholders, resolution of directors, or otherwise.



 



    7.2.  Insurance.  To the extent that
    the Corporation maintains an insurance policy or policies
    providing liability insurance for directors, officers or
    employees of the Corporation, or directors, officers, partners,
    trustees, employees or agents of another corporation,
    partnership, joint venture, trust, employee benefit plan or
    other enterprise which such person serves at the request of the
    Corporation, the Indemnitee shall be covered by such policy or
    policies in accordance with its or their terms to the maximum
    extent of the coverage available for any such director, officer
    or employee under such policy or policies.



 



    7.3.  Subrogation by the
    Corporation.  In the event of any payment under
    this Agreement, the Corporation shall be subrogated to the
    extent of such payment to all of the rights of recovery of the
    Indemnitee, who shall execute all papers required and take all
    action necessary to secure such rights, including execution of
    such documents as are necessary to enable the Corporation to
    bring suit to enforce such rights.



 



    7.4.  Limitation on Liability.  The
    Corporation shall not be liable under this Agreement to make any
    payment of amounts otherwise indemnifiable hereunder if and to
    the extent that the Indemnitee has otherwise actually received
    such payment under any insurance policy, contract, agreement or
    otherwise.



 




    Section 8.
    Termination.  
    



 



    This Agreement shall be terminable by the Board upon sixty days
    prior written notice to the Indemnitee in the event the Board
    shall have determined it to be advisable for the Corporation to
    terminate all current indemnification agreements with directors.
    Such termination shall in no event affect the Indemnitee’s
    rights of indemnification provided in this Agreement for
    liabilities and Expenses in connection with Proceedings arising
    out of or relating to any action taken or omitted to be taken by
    the Indemnitee prior to the date this Agreement shall have been
    terminated in accordance with the terms of this Section 8.




    

    8








 







    Section 9.
    Notices.  
    



 



    All notices, requests, demands and other communications
    hereunder shall be in writing, and shall be deemed to have been
    duly given, if delivered by hand, or, if mailed by certified or
    registered mail with postage postpaid, on the third business day
    after the date on which it is so mailed:



 



    If to the Indemnitee, to:



 


 



    If to the Corporation to:



 



    Executive Vice President,

    General Counsel & Secretary

    Federal Home Loan Mortgage Corporation

    8200 Jones Branch Drive, MS 200

    McLean, Virginia 22102



 



    or to such other address as may have been furnished by one party
    to the other.



 




    Section 10.
    Governing
    Law.  
    



 



    This Agreement and the rights and obligations of the parties
    hereunder shall be construed in accordance with and governed by
    the laws of the United States, provided that the law of the
    Commonwealth of Virginia shall serve as the federal rule of
    decision in all instances except where such law is inconsistent
    with the Corporation’s enabling legislation or its public
    purposes.



 




    Section 11.
    Miscellaneous.  
    



 



    11.1.  Severability.  If any
    provision of this Agreement shall be held to be invalid, illegal
    or unenforceable for any reason whatsoever, the validity,
    legality and enforceability of the remaining provisions of this
    Agreement shall not in any way be affected or impaired thereby,
    and, to the fullest extent possible, the provisions of this
    Agreement shall be construed so as to give effect to the intent
    manifested by the provision held invalid, illegal or
    unenforceable.



 



    11.2 Modification and Waiver.  No
    modification or amendment of this Agreement shall be binding
    unless executed in writing by both of the parties hereto. No
    waiver of any of the provisions of this Agreement shall be
    deemed or shall constitute a waiver of any other provisions
    (whether or not similar), nor shall such waiver constitute a
    continuing waiver.




    

    9








 






    11.3 Counterparts.  This Agreement may be
    executed in one or more counterparts, each of which shall be
    deemed to be an original but all of which together shall
    constitute one and the same Agreement.



 



    IN WITNESS WHEREOF, the parties hereto have executed this
    Agreement on the day and year first above written.



 





 



    Member, Board of Directors of




    Federal Home Loan Mortgage Corporation



 



    FEDERAL HOME LOAN MORTGAGE CORPORATION



 


		
	    By: 	









    

    10