OFFERING CIRCULAR 240,000,000 Shares

Fixed-to-Floating Rate

Non-Cumulative

Perpetual Preferred Stock

Freddie Mac

Dividend Rate:

From the issue date through

December 31, 2012: 8.375% per annum

For the period beginning January 1, 2013: Dividend Rate: The higher of (x) 3-Month

LIBOR plus 4.16% per annum and (y) 7.875%

per annum

Dividend Rate Reset Frequency: Quarterly

Payment Dates: March 31, June 30, September 30 and

December 31, beginning March 31, 2008

Optional Redemption: On December 31, 2012, and on each Ñfth

anniversary thereafter

Liquidation Preference: $25 per share plus dividends for the then-current

dividend period

Issue Date: December 4, 2007

Listing: New York Stock Exchange

An investment in the Preferred Stock involves risks. See Risk Factors beginning on page 9 of

this OÅering Circular, on page 10 of our Information Statement dated March 23, 2007 and on

page 74 of our November 20, 2007 Information Statement Supplement (as deÑned herein). We are

incorporating the latter two documents by reference in this OÅering Circular.

We alone are responsible for our obligations under and for making payments on the Preferred

Stock. The Preferred Stock is not guaranteed by, and is not a debt or obligation of, the

United States or any federal agency or instrumentality other than Freddie Mac.

Initial Public Underwriting Proceeds to

OÅering Price(1) Discount Freddie Mac(1)(2)

Per Share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $25.00 $0.375 $24.625

Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $6,000,000,000 $90,000,000 $5,910,000,000

(1) Plus any accrued dividends from December 4, 2007.

(2) Before deducting estimated expenses of $300,000.

Joint Book-Running Managers

LEHMAN BROTHERS GOLDMAN, SACHS & CO.

Senior Co-Lead Manager

BEAR, STEARNS & CO. INC.

Co-Managers

BANC OF AMERICA SECURITIES LLC

CITI

CREDIT SUISSE

DEUTSCHE BANK SECURITIES

MORGAN STANLEY

UBS INVESTMENT BANK

The date of this OÅering Circular is November 29, 2007.
In this OÅering Circular, we refer to the Fixed-to-Floating Rate Non-Cumulative Perpetual

Preferred Stock as the ""Preferred Stock.''

The Underwriters may engage in transactions that aÅect the price of the Preferred Stock,

including stabilizing and short-covering transactions and the imposition of a penalty bid, in

connection with the oÅering. For a description of these activities, see Underwriting.

ADDITIONAL INFORMATION

You should read this OÅering Circular together with:

‚ the CertiÑcate of Creation, Designation, Powers, Preferences, Rights, Privileges, QualiÑcations, Limitations, Restrictions, Terms and Conditions for the Preferred Stock (the ""CertiÑcate of Designation''), which will be in substantially the form attached as Appendix A to this

OÅering Circular;

‚ our Information Statement and Annual Report to Shareholders dated March 23, 2007 (the

""Information Statement'');

‚ our Information Statement Supplements dated March 23, 2007, April 12, 2007, May 1,

2007, June 7, 2007, June 14, 2007 (two Information Statement Supplements for such date),

July 19, 2007, July 25, 2007, August 30, 2007 (two Information Statement Supplements for

such date), September 7, 2007, September 19, 2007, September 27, 2007, September 28,

2007, November 9, 2007, November 20, 2007 (two Information Statement Supplements for

such date) and November 27, 2007 (collectively, the ""Information Statement Supplements''); and

‚ our Proxy Statement dated May 7, 2007 (the ""Proxy Statement'').

This OÅering Circular incorporates the Information Statement, the Information Statement

Supplements and the Proxy Statement by reference, which means that we are disclosing information

to you by referring to them rather than by providing you with separate copies. The information

contained in the Information Statement, Information Statement Supplements and Proxy Statement

is considered part of this OÅering Circular. We also publish periodic reports containing Ñnancial

information and supplements to the Information Statement. You can obtain copies of any of these

documents by contacting us at:

Freddie Mac

Investor Relations Department

Mailstop 486

8200 Jones Branch Drive

McLean, Virginia 22102-3110

Telephone: 703-903-3883 or 1-800-FREDDIE (800-373-3343)

e-mail: shareholder@freddiemac.com

The Information Statement, Information Statement Supplements and Proxy Statement are

also available on the ""Investor Relations'' page of our Internet Website

(http://www.freddiemac.com). Although this information is available on our website, none of the

other information on or hyperlinked from our website is incorporated by reference into this OÅering

Circular. You should rely only on the information included or speciÑcally incorporated by reference

in this OÅering Circular in deciding whether to make an investment in the Preferred Stock. We

have not authorized anyone to provide you with any diÅerent or additional information.

Because of applicable securities law exemptions, we have not registered the Preferred Stock

with any federal or state securities commission. No securities commission has reviewed this

OÅering Circular.

Dividends paid on the Preferred Stock have no exemption under U.S. federal law from U.S.

federal, state or local taxation. For a discussion of relevant U.S. federal income tax considerations

associated with an investment in the Preferred Stock, see Certain U.S. Federal Income Tax

Consequences.

Some jurisdictions may by law restrict the distribution of this OÅering Circular and the oÅer,

sale and delivery of the Preferred Stock. Persons who receive this OÅering Circular should know

about and observe any such restrictions.

2
SUMMARY

This summary contains selected information about the Preferred Stock. You should refer to the

remainder of this OÅering Circular for further information.

Issuer ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Federal Home Loan Mortgage Corporation or ""Freddie

Mac,'' a stockholder-owned government-sponsored

enterprise.

Securities OÅered ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 240,000,000 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock with a $25 per share

liquidation preference.

Dividends:

For the period from the issue date through December 31, 2012:

Fixed Dividend RateÏÏÏÏÏÏÏ 8.375% per annum. Dividends will accrue from but not

including the issue date.

For the period beginning January 1, 2013:

The higher of (x) 3-month LIBOR plus 4.16% per annum

and (y) 7.875% per annum. Dividends will accrue at such

rate from and including January 1, 2013 and will reset

quarterly. For information about how and when 3-month

LIBOR will be determined, see Description of the Preferred Stock Ì Dividends Ì Determination of 3-Month

LIBOR.

Calculation AgentÏÏÏÏÏÏÏÏÏ Freddie Mac

FrequencyÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ We will pay non-cumulative dividends quarterly, when, as

and if declared by our Board of Directors.

Payment Dates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ We will pay dividends, if declared, on March 31, June 30,

September 30 and December 31 of each year, or by the

next business day, beginning March 31, 2008.

Preferences ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The Preferred Stock will receive a preference over our

common stock and any other junior stock as to dividends

and distributions upon liquidation. The Preferred Stock will

rank equally with our other currently outstanding series of

preferred stock as to dividends and distributions upon

liquidation.

MaturityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Perpetual.

Optional Redemption ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The Preferred Stock is not redeemable prior to December 31, 2012. On December 31, 2012 and on each Ñfth

anniversary thereafter, we will have the option to redeem

the Preferred Stock, in whole or in part, at the price of

$25 per share plus the amount that would otherwise be

payable as the dividend for the quarterly dividend period

that ends on the redemption date, accrued through and

including the redemption date, whether or not declared.

We will give notice of optional redemption by mail to

3
holders of the Preferred Stock to be redeemed from

30 days to 60 days before the redemption date.

Liquidation Rights ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ If Freddie Mac is dissolved or liquidated, you will be

entitled to receive, out of any assets available for distribution to our stockholders, up to $25 per share of Preferred

Stock plus the dividend for the then-current quarterly

dividend period accrued through and including the liquidation payment date, whether or not declared.

Voting Rights ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ None, except in the case of speciÑed changes in the terms

of the Preferred Stock.

Preemptive and Conversion RightsÏÏÏ None.

RatingsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ We expect that the Preferred Stock will be rated Aa3

(negative) by Moody's Investors Service, Inc.

(""Moody's''), AA¿ (negative) by Standard & Poor's

Ratings Services, a division of The McGraw-Hill Companies, Inc. (""S&P''), and A° by Fitch Ratings (""Fitch'').

See Ratings.

Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The capital raised from the sale of the Preferred Stock will

be used to bolster our capital base in light of actual and

anticipated losses necessitated by accounting requirements

under generally accepted accounting principles (""GAAP'')

and help us meet the 30% surplus going forward. We

expect to deploy such proceeds for the purchase of residential mortgages or mortgage-related securities (subject to

regulatory constraints), for the Ñnancing of growth in our

mortgage guarantee business and for other corporate purposes consistent with evolving business and market conditions. See Regulatory Capital.

Transfer Agent, Dividend Disbursing

Agent and Registrar ÏÏÏÏÏÏÏÏÏÏÏÏÏ Computershare Trust Company, N.A.

Exchange Listing ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The Preferred Stock has been approved for listing on the

New York Stock Exchange (the ""NYSE'').

CUSIP Number: ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 313400624

4
FORWARD-LOOKING STATEMENTS

We regularly communicate information concerning our business activities to investors, securities analysts, the news media and others as part of our normal operations. Some of these

communications, including this OÅering Circular, include ""forward-looking statements'' pertaining

to our current expectations and objectives for Ñnancial reporting, remediation eÅorts, future business

plans, economic and market conditions, market share, credit losses, prepayments, results of

operations and Ñnancial condition stated in conformity with GAAP and on a fair value basis, and

market trends and developments. Forward-looking statements are often accompanied by, and

identiÑed with, terms such as ""objective,'' ""expect,'' ""trend,'' ""assumptions,'' ""judgments,'' ""estimate,'' ""ultimate,'' ""believe,'' ""ability,'' ""models,'' ""outlook,'' ""initiatives,'' and similar phrases.

These statements are not historical facts, but rather represent our expectations based on current

information, plans, judgments, assumptions, estimates and projections. Forward-looking statements

involve known and unknown risks, uncertainties and other factors, some of which are beyond our

control. You should not unduly rely on our forward-looking statements, including those contained in

this OÅering Circular, the Information Statement or the Information Statement Supplements. All

risks, uncertainties and other factors described in this OÅering Circular, the Information Statement

and the Information Statement Supplements should be considered in relying on any forward-looking

statements. Actual results may diÅer materially from the expectations expressed in these and other

forward-looking statements we make as a result of various factors, including, but not limited to,

those factors described in the Risk Factors section of this OÅering Circular and the comparably

captioned sections in the Information Statement and the Information Statement Supplements

incorporated by reference herein and:

‚ changes in applicable legislative or regulatory requirements, including regulation of the

subprime or non-traditional mortgage product markets, enactment of government-sponsored

enterprise (""GSE'') oversight legislation, changes to our charter, changes to aÅordable

housing goals regulation, changes to regulatory capital requirements or the exercise or

assertion of regulatory or administrative authority beyond historical practice;

‚ our ability to eÅectively identify, assess, evaluate, manage, mitigate or remediate control

deÑciencies and risks, including material weaknesses and signiÑcant deÑciencies, in our

internal control over Ñnancial reporting and disclosure controls and procedures;

‚ our ability to eÅectively implement our business strategies and manage the risks in our

business, including our eÅorts to improve the supply and liquidity of, and demand for, our

products;

‚ our ability to eÅectively identify and manage interest-rate and other market risks, including

the levels and volatilities of interest rates, as well as the shape and slope of the yield curves;

‚ our ability to eÅectively identify and manage credit risk and/or changes to the credit

environment;

‚ volatility of reported results due to changes in the fair value of certain instruments or assets;

‚ changes to legislative, regulatory or voluntary limits on the growth of any aspect of our

business activities, including our retained portfolio;

5
‚ changes in our judgments, assumptions, forecasts or estimates regarding rates of growth in

our business, spreads we expect to earn, required capital levels and the timing and impact of

capital transactions;

‚ our ability to eÅectively manage and implement changes, developments or impacts of

accounting or tax standards and interpretations or changes to our accounting policies or

estimates;

‚ the availability of debt Ñnancing and equity capital in suÇcient quantity and at attractive

rates to support growth in our retained portfolio, to reÑnance maturing debt and to meet

regulatory capital requirements;

‚ changes in pricing, valuation or other methodologies, models, assumptions, judgments,

estimates and/or other measurement techniques or their respective reliability;

‚ changes in general regional, national or international economic, business or market conditions and competitive pressures, including consolidation of mortgage originators, employment

rates and home price appreciation;

‚ changes in mortgage-to-debt option-adjusted spreads;

‚ the availability of options, interest-rate and currency swaps and other derivative Ñnancial

instruments of the types and quantities and with acceptable counterparties needed for

investment funding and risk management purposes;

‚ the rate of growth in total outstanding U.S. residential mortgage debt and the size of the U.S.

residential mortgage market;

‚ preferences of originators in selling into the secondary market;

‚ borrower preferences for Ñxed-rate mortgages or adjustable-rate mortgages;

‚ changes to our underwriting and disclosure requirements or investment standards for

mortgage-related products;

‚ investor preferences for mortgage loans and mortgage-related and debt securities compared

to other investments;

‚ the ability of our Ñnancial, accounting, data processing and other operating systems or

infrastructure and those of our vendors to process the complexity and volume of our

transactions;

‚ incomplete or inaccurate information provided by customers and counterparties, or adverse

changes in the Ñnancial condition of our customers and counterparties;

‚ the occurrence of a major natural or other disaster in geographic areas in which portions of

our total mortgage portfolio are concentrated;

‚ other factors and assumptions described in the Information Statement, including in Management's Discussion and Analysis of Financial Condition and Results of Operations and the

Information Statement Supplements;

6
‚ our assumptions and estimates regarding the foregoing and our ability to anticipate the

foregoing factors and their impacts; and

‚ market reactions to the foregoing.

We undertake no obligation to update forward-looking statements we make to reÖect events or

circumstances after the date of this OÅering Circular, or to reÖect the occurrence of unanticipated

events.

7
FREDDIE MAC

Freddie Mac is a stockholder-owned company chartered by Congress in 1970 under the Federal

Home Loan Mortgage Corporation Act (the ""Freddie Mac Act'') to stabilize the nation's

residential mortgage markets and expand opportunities for homeownership and aÅordable rental

housing.

Our mission is to provide liquidity, stability and aÅordability to the U.S. housing market. We

fulÑll our mission by purchasing residential mortgages and mortgage-related securities in the

secondary mortgage market. We are one of the largest purchasers of mortgage loans in the U.S. We

purchase mortgages and bundle them into mortgage-related securities that can be sold to investors.

We can use the proceeds to purchase additional mortgages from primary market mortgage lenders,

thus providing them with a continuous Öow of funds. We also purchase mortgage loans and

mortgage-related securities for our investments portfolio. We Ñnance our purchases for our

investments portfolio and manage associated interest-rate and other market risks primarily by

issuing a variety of debt instruments in the capital markets.

Though we are chartered by Congress, our business is funded completely with private capital.

We are responsible for making payments on our securities. Neither the U.S. government nor any

other agency or instrumentality of the U.S. government is obligated to fund our mortgage purchase

or Ñnancing activities or to guarantee our securities and other obligations.

Our mission is deÑned in our charter:

‚ to provide stability in the secondary market for residential mortgages;

‚ to respond appropriately to the private capital market;

‚ to provide ongoing assistance to the secondary market for residential mortgages (including

activities relating to mortgages on housing for low- and moderate-income families involving a

reasonable economic return that may be less than the return earned on other activities) by

increasing the liquidity of mortgage investments and improving the distribution of investment

capital available for residential mortgage Ñnancing; and

‚ to promote access to mortgage credit throughout the U.S. (including central cities, rural

areas and other underserved areas) by increasing the liquidity of mortgage investments and

improving the distribution of investment capital available for residential mortgage Ñnancing.

Our principal oÇces are located in McLean, Virginia. We have additional oÇces in Washington, D.C.; Reston, Virginia; Atlanta, Georgia; Chicago, Illinois; Dallas, Texas; New York, New

York; and Woodland Hills, California.

8
RISK FACTORS

Prospective purchasers of the Preferred Stock should consider carefully the risk factors set forth

below, in the Information Statement beginning on page 10, and in the November 20, 2007

Information Statement Supplement (as deÑned below) beginning on page 74, as well as all other

information contained or incorporated by reference in this OÅering Circular, in evaluating an

investment in the Preferred Stock.

Risks Related to Our Business

Market uncertainty and volatility may adversely aÅect our business, proÑtability and results of

operations.

The mortgage credit markets experienced diÇcult conditions and volatility during the Ñrst nine

months of 2007 and these markets continue to experience rapid deterioration during the fourth

quarter of 2007, with accompanying higher expected defaults. These deteriorating conditions in the

mortgage market have resulted in a decrease in availability of corporate credit and liquidity within

the mortgage industry and have caused disruptions to normal operations of major mortgage

originators, including some of our largest customers. These conditions resulted in less liquidity,

greater volatility, widening of credit spreads and a lack of price transparency. We operate in these

markets and are subject to potential adverse eÅects on our results of operations and Ñnancial

position due to our activities involving securities, mortgages, derivatives and other mortgage

commitments with our customers. As we have previously announced, unless conditions in the credit

markets improve signiÑcantly, our fair value returns will continue to be negative. Our expectations

for the fourth quarter of 2007 are, as of this date, assuming that market conditions do not

substantially change from our expectations and no changes in our accounting policies occur,

commensurate with our results for the quarter ended September 30, 2007.

While it is diÇcult to predict how long these conditions will exist and how our markets or

products will ultimately be aÅected, these factors could adversely impact our business and results of

operations, as well as our ability to provide liquidity to the mortgage markets.

Market and operational risks may adversely aÅect our capital management.

Mortgage market conditions and volatility are also adversely aÅecting our capital, including our

ability to meet the 30% mandatory target capital surplus directed by the OÇce of Federal Housing

Enterprise Oversight (""OFHEO''). Factors that could adversely aÅect the adequacy of our capital

for future periods include GAAP net losses; continued declines in home prices; increases in our

credit and interest-rate risk proÑles; adverse changes in interest-rate or implied volatility; adverse

option-adjusted spread (""OAS'') changes; legislative or regulatory actions that increase capital

requirements; or changes in accounting practices or standards.

As a result of the impact of these items on our GAAP net income and in order to meet the

30% mandatory target capital surplus and respond to regulatory concerns, as well as to have the

Öexibility to eÅectively manage our business, we have taken several actions including raising

additional capital in this oÅering and reducing our fourth quarter common stock dividend by 50%. If

these measures are not suÇcient to help us meet the 30% mandatory target capital surplus, then we

may consider additional measures in the future such as limiting growth or reducing the size of our

9
retained portfolio, slowing purchases into our credit guarantee portfolio, issuing additional preferred

stock, issuing common stock and considering further reductions in our common stock dividends.

Our ability to execute any of these actions or their eÅectiveness may be limited and we might

not be able to meet the 30% mandatory target capital surplus. If we are not able to meet the

30% mandatory target capital surplus, OFHEO may, among other things, seek to require us to

(a) submit a plan for remediation or (b) implement other remedial steps. In addition, OFHEO has

discretion to reduce our capital classiÑcation by one level if OFHEO determines that we are

engaging in conduct OFHEO did not approve that could result in a rapid depletion of core capital or

determines that the value of property subject to mortgage loans we hold or guarantee has decreased

signiÑcantly. See Regulation and Supervision Ì OÇce of Federal Housing Enterprise Oversight Ì

Capital Standards in our November 20, 2007 Information Statement Supplement relating to our

Ñnancial report for the three and nine months ended September 30, 2007 (the ""November 20, 2007

Information Statement Supplement'') and Note 10: Regulatory Capital Ì ClassiÑcation to our

consolidated Ñnancial statements in the Information Statement for information regarding additional

potential actions OFHEO may seek to take against us.

We continue to experience delays in our financial reporting.

Since the restatement and revision of our Ñnancial results for 2000, 2001 and 2002, we have had

to face many challenging and complex accounting and Ñnancial reporting issues, including ongoing

controls remediation and systems re-engineering and development. We fell behind in our annual

Ñnancial reporting for the years ended December 31, 2002, 2003, 2004 and 2005. We face

continuing challenges because of the control deÑciencies in our accounting infrastructure and the

operational complexities of our business. Any of these events could have an adverse eÅect on the

trading value of the Preferred Stock. For further information, see Management's Discussion and

Analysis of Financial Condition and Results of Operations Ì Risk Management Ì Operational

Risks Ì Internal Control over Financial Reporting in the Information Statement and in the

Management's Discussion and Analysis of Financial Condition and Results of Operations Ì

Controls and Procedures in the November 20, 2007 Information Statement Supplement.

We have material weaknesses and other deÑciencies in our internal controls.

We have discovered, and may in the future discover, material weaknesses and signiÑcant

deÑciencies in our internal controls that require remediation. Because of the continued material

weaknesses and signiÑcant deÑciencies, our management determined that, as of December 31, 2006,

our internal control over Ñnancial reporting was not eÅective. A number of factors may impede our

eÅorts to remediate our material weaknesses and signiÑcant deÑciencies, including: the complexity

associated with the interdependent nature of the remediation activities; uncertainty regarding the

quality and sustainability of newly established controls; and potentially ineÅective compensating

controls. Failure to eÅectively and timely implement the remediation plan we have undertaken to

correct the identiÑed deÑciencies in our internal control over Ñnancial reporting could similarly

adversely aÅect our business. A failure to establish and maintain an adequate control environment

could result in a material error in our reported Ñnancial results, loss of market conÑdence in our

reported results and additional delays in our Ñnancial reporting timeline. Any of these outcomes

could have a material adverse eÅect on our business and on the trading price of our securities, and

could result in additional regulatory measures. For further information, see Management's Discussion and Analysis of Financial Condition and Results of Operations Ì Risk Management Ì

10
Operational Risks Ì Internal Control over Financial Reporting in the Information Statement and

Management's Discussion and Analysis of Financial Condition and Results of Operations Ì

Controls and Procedures in the November 20, 2007 Information Statement Supplement.

Further, OFHEO could seek to require us to implement a remediation plan, hold additional

capital or take other actions. EÅective as of July 1, 2006, we voluntarily limited the growth of our

retained portfolio to no more than 2.0% annually (and 0.5% quarterly on a cumulative basis) based

on its carrying value as reported in our minimum capital report to OFHEO Ñled on July 28, 2006,

which was $710.3 billion. This voluntary, temporary growth limit was undertaken in response to a

request from OFHEO. On September 19, 2007, OFHEO provided an interpretation regarding the

calculation methodology of the voluntary temporary growth limit. The interpretation changed the

measuring methodology for the growth limit from the value of our retained portfolio, as calculated in

conformity with GAAP, to the unpaid principal balance (""UPB'') of the retained portfolio. Any net

increase in delinquent loan balances in the retained portfolio after September 30, 2007 will not be

counted for purposes of determining our compliance with the growth limit. According to OFHEO's

interpretation, the new portfolio limit for the third quarter of 2007 is $735.0 billion UPB. For the

fourth quarter of 2007, the quarterly growth limit of 0.5 percent is doubled to 1.0 percent, and the

2.0 percent per annum limit remains in place. Consequently, the quarterly growth limit would be

$742.4 billion as of December 31, 2007. Beginning October 1, 2007, quarterly compliance with the

growth limit will be determined based on the cumulative average month-end portfolio balances

beginning July 2007 (until it becomes and remains a 12-month moving average) compared to the

applicable quarterly growth limit. For purposes of this calculation, OFHEO's interpretation sets the

beginning value for the month of July 2007 at $725 billion.

We may be unable to manage eÅectively all of the risks to which we are subject.

Our business is exposed to operational risks, interest-rate and other market risks and credit

risks. We are also exposed to other risks, such as those described in the Risk Factors sections of the

Information Statement and the November 20, 2007 Information Statement Supplement, including

reputation risk, legislation and regulatory risk and risks related to implementing our business

strategies. As described in Management's Discussion and Analysis of Financial Condition and

Results of Operations Ì Risk Management in the Information Statement, and in Management's

Discussion and Analysis of Financial Condition and Results of Operations Ì Controls and Procedures in the November 20, 2007 Information Statement Supplement, we continue to face a number

of signiÑcant operational risks, including material weaknesses and other signiÑcant deÑciencies in

our internal control over Ñnancial reporting. These operational risks may expose us to Ñnancial loss,

may delay or interfere with our ability to return to and sustain timely Ñnancial reporting, or may

result in other adverse consequences to our business and the trading value of our securities. Our

retained portfolio activities expose us to interest-rate risk and other market risks arising primarily

from the uncertainty as to when borrowers will repay the outstanding principal balance of mortgage

loans and mortgage-related securities, known as prepayment risk, and the resulting potential

mismatch in the timing of our receipt of cash Öows on our assets versus the timing of our obligation

to make payments on our liabilities. Our credit guarantee activities also expose us to interest-rate

risk because changes in interest rates can cause Öuctuations in the fair value of our existing credit

guarantee portfolio. Our credit guarantee portfolio also is subject primarily to two types of credit

risk Ì mortgage credit risk and institutional credit risk. Mortgage credit risk is the risk that a

borrower will fail to make timely payments on a mortgage or security we own or guarantee.

11
Institutional credit risk is the risk that a counterparty that has entered into a business contract or

arrangement with us will fail to meet its obligations. Furthermore, there is no assurance that we will

be able to manage eÅectively any reductions in the credit quality of our retained portfolio due to

deteriorating conditions in the mortgage and credit markets. For further information, see Risk

Factors and Management's Discussion and Analysis of Financial Condition and Results of

Operations Ì Risk Management in the Information Statement and Management's Discussion and

Analysis of Financial Condition and Results of Operations Ì Controls and Procedures in the

November 20, 2007 Information Statement Supplement.

We depend on our institutional counterparties to provide services that are critical to our business

and our results of operations or Ñnancial condition may be adversely aÅected if one or more of our

institutional counterparties are unable to meet their obligations to us.

We face the risk that one or more of the institutional counterparties that has entered into a

business contract or arrangement with us may fail to meet its obligations. Our primary exposures to

institutional counterparty risk are with:

‚ our mortgage loan insurers;

‚ mortgage seller/servicers;

‚ issuers, guarantors or third party providers of credit enhancements on non-Freddie Mac

mortgage-related securities held in our retained portfolio;

‚ mortgage investors and originators;

‚ issuers, guarantors and insurers of investments held in our cash and investments portfolio;

and

‚ derivatives counterparties.

In some cases, our business with institutional counterparties is concentrated. A signiÑcant

failure by a major institutional counterparty could have a material adverse eÅect on our retained

portfolio, cash and investments portfolio or credit guarantee activities. See Note 15: Concentration

of Credit and Other Risks in the November 20, 2007 Information Statement Supplement for

additional information. As of September 30, 2007, our ten largest mortgage seller/servicers

represented approximately 78% of our single-family mortgage purchase volume. We are exposed to

the risk that we could lose purchase volume to the extent these arrangements are terminated or

modiÑed or replaced from other lenders or if these lenders fail to comply with mortgage

underwriting standards. We are also exposed to risk relating to the potential insolvency or nonperformance of mortgage insurers that insure mortgages we purchase or guarantee. The top seven of

our third-party mortgage insurers on which we rely for credit enhancements on our single-family,

guaranteed mortgage portfolio accounted for approximately 99% of our overall coverage. As of

November 22, 2007, the credit rating of Mortgage Guaranty Insurance Corporation (MGIC), the

third party mortgage insurer that insures the largest portion of our overall coverage, was downgraded

from ""AA'' to ""AA¿''. Some of our counterparties also may become subject to serious liquidity

problems aÅecting, either temporarily or permanently, the viability of their business plans, which

likely would adversely aÅect their ability to meet their obligations to us. The challenging market

conditions have adversely aÅected and are expected to continue to adversely aÅect the liquidity and

Ñnancial condition of a number of our counterparties, including some seller/servicers. Some of our

12
largest seller/servicers have experienced ratings downgrades and liquidity constraints. We have

terminated our arrangements with certain mortgage seller/servicers during the Ñrst nine months of

2007 because of their failure to meet our eligibility requirements. Further terminations of our

arrangements with mortgage sellers could adversely aÅect our purchase volume. A default by a

counterparty with signiÑcant obligations to us could adversely aÅect our ability to conduct our

operations eÇciently and at cost-eÅective rates, which in turn could adversely aÅect our results of

operations or our Ñnancial condition.

We are subject to mortgage credit risk and increased credit costs related to these risks could

adversely aÅect our Ñnancial condition and/or results of operations.

We are exposed to mortgage credit risk within our total mortgage portfolio, which consists of

mortgage loans, mortgage participation certiÑcates, or PCs, Structured Securities and other

mortgage guarantees we have issued in our guarantee business. Mortgage credit risk is the risk that a

borrower will fail to make timely payments on a mortgage or security we own or guarantee. Factors

that aÅect the level of our mortgage credit risk include the credit proÑle of the borrower, the features

of the mortgage loan, the type of property securing the mortgage and local and regional economic

conditions. Borrowers under the mortgage loans on our balance sheets and underlying our

guarantees may fail to make required payments of principal and interest on those loans, exposing us

to the risk of credit losses.

The proportion of higher risk mortgage loans that were originated in the market during the last

four years increased signiÑcantly. We have increased our securitization volume of non-traditional

mortgage products, such as interest-only loans as well as loans originated with lower documentation

in the last two years in response to the prevalence of these products within the origination market.

Total non-traditional mortgage products, including those designated as Alt-A and interest-only

loans, made up approximately 33% and 24% of our single-family mortgage purchase volume in the

nine months ended September 30, 2007 and 2006, respectively. Consequently, our increased

purchases of these mortgages and issuances of guarantees on them expose us to greater credit risks.

We expect to experience increased delinquencies and credit losses, which will likely reduce our

earnings in future periods and could adversely aÅect our results of operations or Ñnancial condition.

Changes in OAS could materially impact our fair value of net assets.

OAS is an estimate of the yield spread between a given security and an agency debt yield curve.

The OAS between the mortgage and agency debt sectors can signiÑcantly aÅect the fair value of our

net assets. The fair value impact of changes in OAS for a given period represents an estimate of the

net unrealized increase or decrease in the fair value of net assets arising from net Öuctuations in

OAS during that period. We do not attempt to hedge or actively manage the impact of changes in

mortgage-to-debt OAS. Changes in market conditions, including changes in interest rates, may

cause Öuctuations in the OAS. A widening of the OAS on a given asset typically causes a decline in

the current fair value of that asset, but may increase the number of attractive opportunities to

purchase new assets for our retained portfolio. See Management's Discussion and Analysis of

Financial Condition and Results of Operations Ì Consolidated Fair Value Balance Sheets Analysis Ì Discussion of Fair Value Results in our November 20, 2007 Information Statement Supplement. Consequently, a widening of the OAS may adversely aÅect current earnings or Ñnancial

condition. Conversely, a narrowing or tightening of the OAS typically causes an increase in the

current fair value of that asset, but may reduce the number of attractive opportunities to purchase

13
new assets for our retained portfolio. Consequently, a tightening of the OAS may adversely aÅect

future earnings or Ñnancial condition. See Management's Discussion and Analysis of Financial

Condition and Results of Operations Ì Consolidated Fair Value Balance Sheets Analysis Ì

Discussion of Fair Value Results in our November 20, 2007 Information Statement Supplement for

a more detailed description of the impacts of changes in mortgage-to-debt OAS.

The loss of business volume from key lenders could result in a decline in our market share and

revenues.

Our business depends on our ability to acquire a steady Öow of mortgage loans from the

originators of those loans. We purchase a signiÑcant percentage of our single-family mortgages from

several large mortgage originators. During the nine months ended September 30, 2007, approximately 78% of our guaranteed mortgage securities issuances originated from purchase volume

associated with our ten largest customers. Two of our customers each accounted for greater than

10% of our mortgage securitization volume for the nine months ended September 30, 2007. We

enter into mortgage purchase volume commitments with many of our customers that are renewed

annually and provide for a minimum level of mortgage volume that these customers will deliver to

us. One of our customers, which accounted for more than 10% of our mortgage purchase volume for

the nine months ended September 30, 2007, reduced its minimum mortgage volume commitments

to us upon renewal of its contract at July 1, 2007. In addition, ABN Amro Mortgage Group, Inc.,

which accounted for more than 8% of our guaranteed securitization volume for the six months ended

June 30, 2007, was acquired and, as a result, the contract was not renewed when it expired in the

third quarter of 2007. The mortgage industry has been consolidating and a decreasing number of

large lenders originate most single-family mortgages. The loss of business from any one of our major

lenders, or their failure to meet our eligibility requirements, could adversely aÅect our market share,

our revenues and the performance of our guaranteed mortgage-related securities.

Regulation and initiatives regarding non-traditional and subprime mortgage products may adversely aÅect our proÑtability or our ability to achieve our aÅordable housing goals and subgoals.

The actions we are taking in connection with the Interagency Guidance and the Subprime

Statement are described in Management's Discussion and Analysis of Financial Condition and

Results of Operations Ì Quantitative and Qualitative Disclosures About Market Risk Ì Credit

Risks Ì Mortgage Credit Risk Ì Guidance on Non-traditional Mortgage Product Risks and Subprime Mortgage Lending in our November 20, 2007 Information Statement Supplement. These

changes to our underwriting and disclosure requirements and investment standards could reduce the

number of these mortgage products available to us for purchase. Reductions in our purchases of

these mortgage products may adversely aÅect our proÑtability and are likely to make it more

diÇcult to achieve our aÅordable housing goals and subgoals. Furthermore, in April 2007, we

announced that we will purchase up to $20 billion in Ñxed-rate and hybrid ARM products from

lender customers that will provide these lenders with more mortgage products to oÅer subprime

borrowers. These initiatives may also adversely aÅect our proÑtability or our ability to achieve our

aÅordable housing goals and subgoals.

14
We rely on internal models for Ñnancial accounting and reporting purposes, to make business

decisions and to manage risks, and our business could be adversely aÅected if those models fail to

produce reliable results.

We make signiÑcant use of business and Ñnancial models for Ñnancial accounting and reporting

purposes and to manage risk. The information used in these models is also used in making business

decisions relating to our strategies, initiatives, transactions and products. Models are inherently

imperfect predictors of actual results because they are based on assumptions about future

performance. Our models could produce unreliable results for a number of reasons, including invalid

or incorrect assumptions underlying the models or incorrect data being used by the models. The

valuations, risk metrics, amortization results and loan loss reserve estimations produced from our

internal models may be diÅerent from actual results. For more information on operational risks

related to our internal models for Ñnancial accounting and reporting purposes, see Risk Factors Ì

We rely on internal models for Ñnancial accounting and reporting purposes, to make business

decisions, and to manage risks, and our business could be adversely aÅected if those models fail to

produce reliable results in our Information Statement.

Risks Related to the Preferred Stock

The Preferred Stock is subordinated to our senior obligations.

The Preferred Stock is subordinated to our senior obligations, including our subordinated debt

consisting primarily of Freddie SUBS» securities. The terms of the Freddie SUBS» securities that

we have outstanding provide for the deferral of interest payments under certain speciÑed circumstances of Ñnancial distress and, during those deferral periods, prohibit the payment of dividends on

our stock, including the Preferred Stock. Additionally, we are not permitted to declare or pay

dividends on the Preferred Stock if any arrears or defaults exist in the payment of dividends on any

outstanding class or series of our stock ranking prior to the Preferred Stock with respect to the

payment of dividends. As of the date of this OÅering Circular, we have no outstanding class or series

of stock that ranks senior to the Preferred Stock.

There is no existing trading market for the Preferred Stock.

The Preferred Stock is a new issue of securities with no established trading market. Although

the Preferred Stock has been approved for listing on the NYSE, an active market for the Preferred

Stock may not develop or be sustained in the future. We cannot make assurances to you regarding

the liquidity of, or trading markets for, the Preferred Stock.

15
USE OF PROCEEDS

The capital raised from the sale of the Preferred Stock will be used to bolster our capital base in

light of actual and anticipated losses necessitated by GAAP accounting requirements and help us

meet the 30% surplus going forward. We expect to deploy such proceeds for the purchase of

residential mortgages or mortgage-related securities (subject to regulatory constraints), for the

Ñnancing of growth in our mortgage guarantee business and for other corporate purposes consistent

with evolving business and market conditions. See Regulatory Capital.

CAPITALIZATION

The following table shows our capitalization at September 30, 2007:

‚ on an actual basis; and

‚ pro forma to give eÅect to the sale of the Preferred Stock oÅered hereby.

This information should be read together with our consolidated Ñnancial statements and other

Ñnancial information set forth in the Information Statement and our unaudited consolidated

Ñnancial statements and other Ñnancial information set forth in the November 20, 2007 Information

Statement Supplement. We engage in Ñnancing transactions and issue or repurchase debt obligations on an ongoing basis, all of which cause our total capitalization to change. Therefore, on any

date after September 30, 2007, our total capitalization will diÅer (perhaps substantially) from the

Ñgures contained in this capitalization table. See Risk Factors Ì Risks Related to Our Business Ì

We continue to experience delays in our Ñnancial reporting.

16
September 30, 2007

Actual Pro Forma(1)

(dollars in millions)

Debt securities, net

Senior debt:

Due within one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $261,127 $261,127

Due after one yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 468,903 468,903

Subordinated Borrowings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5,232 5,232

Total debt securities, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 735,262 735,262

Stockholders' Equity(2)(3)(4): Variable Rate, Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(5) ÏÏÏÏÏÏÏÏÏ 250 250

5.81% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(6) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 150 150

5% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(7) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 400 400

Variable Rate, Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(8) ÏÏÏÏÏÏÏÏÏ 220 220

5.1% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(8) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 400 400

5.3% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(9) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 200 200

5.1% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(10) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 150 150

5.79% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(11) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 250 250

Variable Rate, Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(12)ÏÏÏÏÏÏÏÏÏ 287 287

(13)ÏÏÏÏÏÏÏÏÏ 325 325

(14)ÏÏÏÏÏÏÏÏÏ 230 230

5.81% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(15) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 173 173

Variable Rate, Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(16)ÏÏÏÏÏÏÏÏÏ 201 201

6% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(17) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 173 173

5.7% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(18) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 300 300

5.81% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(19) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 300 300

Variable Rate, Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(20)ÏÏÏÏÏÏÏÏÏ 750 750

6.42% Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(20) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 250 250

5.9% Non-Cumulative Preferred Stock, $1.00 par value and $25.00 redemption value(21) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 500 500

5.57% Non-Cumulative Preferred Stock, $1.00 par value and $25.00 redemption value(22) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1,100 1,100

5.66% Non-Cumulative Preferred Stock, $1.00 par value and $25.00 redemption value(23) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 500 500

6.02% Non-Cumulative Preferred Stock, $1.00 par value and $25.00 redemption value(24) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 500 500

6.55% Non-Cumulative Preferred Stock, $1.00 par value and $25.00 redemption value(25) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 500 500

Fixed-to-Floating Rate Non-Cumulative Preferred Stock, $1.00 par value and $25.00 redemption value(26)ÏÏ Ì 6,000

Common stock, $0.21 par valueÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 152 152

Additional paid-in capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 961 871

Retained earnings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 29,607 29,607

Accumulated other comprehensive income (loss), net of taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (8,823) (8,823)

Treasury stock, at cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (4,186) (4,186)

Total stockholders' equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25,820 31,730

Total capitalization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $761,082 $766,992

(1) ""Pro Forma'' reÖects anticipated proceeds of $5.9 billion from the issuance of 240 million shares of the Preferred Stock, and the

deduction of $300,000 in estimated transaction costs. The actual transaction costs may diÅer. ""Pro Forma'' does not reÖect any debt

transactions since September 30, 2007.

(2) Preferred stock amounts reÖect redemption values as shown. Costs associated with the issuance of preferred stock are included in

additional paid-in capital.

(3) As long as the capital monitoring framework established by OFHEO in January 2004 remains in eÅect, any preferred stock

redemption will require prior approval by OFHEO. See Note 10: Regulatory Capital to our consolidated Ñnancial statements

included in the Information Statement for more information.

(4) All classes of preferred stock are perpetual and non-cumulative, and carry no signiÑcant voting rights or rights to purchase

additional Freddie Mac stock or securities.

(5) Optional redemption on or after June 30, 2001.

(6) Optional redemption on or after October 27, 1998.

(7) Optional redemption on or after March 31, 2003.

(8) Optional redemption on or after September 30, 2003.

(9) Optional redemption on or after October 30, 2000.

(10) Optional redemption on or after March 31, 2004.

(11) Optional redemption on or after June 30, 2009.

(12) Optional redemption on December 31, 2004 and on December 31 every Ñve years thereafter.

(13) Optional redemption on March 31, 2003 and on March 31 every two years thereafter.

(14) Optional redemption on March 31, 2003 and on March 31 every year thereafter.

(15) Optional redemption on or after March 31, 2011.

(16) Optional redemption on June 30, 2003 and on June 30 every two years thereafter.

(17) Optional redemption on or after June 30, 2006.

(18) Optional redemption on or after December 31, 2006.

(19) Optional redemption on or after March 31, 2007.

(20) Optional redemption on or after June 30, 2011.

(21) Optional redemption on or after September 30, 2011.

(22) Optional redemption on or after December 31, 2011.

(23) Optional redemption on or after March 31, 2012.

(24) Optional redemption on or after June 30, 2012.

(25) Optional redemption on or after September 30, 2017.

(26) Optional redemption on December 31, 2012 and on December 31 every Ñve years thereafter.

See Notes 8 and 9 to the consolidated Ñnancial statements included in the Information Statement and Notes 7

and 8 to the unaudited consolidated Ñnancial statements included in the November 20, 2007 Information Statement

Supplement for further information about our debt securities, subordinated borrowings and stockholders' equity.

17
SELECTED FINANCIAL DATA AND OTHER OPERATING MEASURES

The following table sets forth, for the periods and dates indicated, our selected consolidated

Ñnancial data and other operating measures, which have been derived from and should be read in

conjunction with our annual consolidated Ñnancial statements, including those incorporated in this

OÅering Circular by reference to the Information Statement and our unaudited consolidated

Ñnancial statements for the nine months ended September 30, 2007 included in the November 20,

2007 Information Statement Supplement.

We have material weaknesses and other deÑciencies in our internal control environment. On

any date after September 30, 2007, our Ñnancial information may diÅer (perhaps substantially)

from the data contained in this table. See Risk Factors Ì Risks Related to Our Business Ì We

continue to experience delays in our financial reporting and Ì We have material weaknesses and

other deÑciencies in our internal controls.

At or for the Nine

Months Ended

September 30, At or for the Year Ended December 31,

2007 2006 2006 2005 2004 2003 2002

(dollars in millions, except share-related amounts)

Income Statement Data

Net interest income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 2,938 $ 3,262 $ 4,235 $ 5,370 $ 9,137 $ 9,498 $ 9,525

Non-interest income (loss)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (937) 1,458 915 199 (3,039) (244) 7,154

Net income (loss) before cumulative eÅect of changes in

accounting principles ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (1,476) 2,691 2,211 2,189 2,937 4,816 10,090

Cumulative eÅect of changes in accounting principles, net of

taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì Ì (59) Ì Ì Ì

Net income (loss) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (1,476) 2,691 2,211 2,130 2,937 4,816 10,090

Net income (loss) available to common

stockholders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ (1,768) $ 2,496 $ 1,936 $ 1,907 $ 2,727 $ 4,600 $ 9,851

Earnings (loss) per common share before cumulative eÅect of

changes in accounting principles:

Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ (2.70) $ 3.63 $ 2.84 $ 2.84 $ 3.96 $ 6.69 $ 14.22

Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (2.70) 3.63 2.84 2.83 3.94 6.68 14.17

Earnings (loss) per common share after cumulative eÅect of

changes in accounting principles:

Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ (2.70) $ 3.63 $ 2.84 $ 2.76 $ 3.96 $ 6.69 $ 14.22

Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (2.70) 3.63 2.84 2.75 3.94 6.68 14.17

Dividends per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 1.50 $ 1.41 $ 1.91 $ 1.52 $ 1.20 $ 1.04 $ 0.88

Weighted average common shares outstanding (in thousands):

Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 653,825 686,651 680,856 691,582 689,282 687,094 692,727

Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 653,825 688,130 682,664 693,511 691,521 688,675 695,116

Balance Sheet Data

Total assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $792,873 $827,197 $813,081 $806,222 $795,284 $803,449 $752,249

Senior debt due within one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 261,127 299,654 294,861 288,532 282,303 295,262 244,429

Senior debt due after one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 468,903 464,367 452,677 454,627 443,772 438,738 415,662

Subordinated debt due after one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5,232 5,886 6,400 5,633 5,622 5,613 5,605

Miscellaneous liabilities(1)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 31,510 27,640 30,326 29,290 30,662 30,420 52,914

Minority interests in consolidated subsidiaries ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 281 621 516 949 1,509 1,929 2,309

Stockholders' equityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25,820 29,031 28,301 27,191 31,416 31,487 31,330

Ratios

Return on average assets(2)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (0.2)% 0.4% 0.3% 0.3% 0.4% 0.6% 1.4%

Return on common equity(3) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (11.8) 14.5 8.6 7.7 10.2 17.2 47.2

Return on total equity(4) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (7.3) 12.8 8.0 7.3 9.3 15.3 39.6

Dividend payout ratio on common stock(5)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ N/A 39.1 67.7 56.4 30.7 15.6 6.2

Equity to assets ratio(6) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3.4 3.4 3.4 3.7 3.9 4.0 3.7

Preferred stock to core capital ratio(7)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 23.4 15.1 16.9 12.8 13.2 14.0 15.9

(1) Includes: (a) Due to PC investors; (b) Accrued interest payable; (c) Guarantee obligation; (d) Derivative liabilities, net at fair value;

(e) Reserve for guarantee losses on PCs; and (f) Other liabilities, as presented on our consolidated balance sheets.

(2) Year-to-date computations are computed as annualized year-to-date net income (loss) divided by the simple average of the beginning and

ending balances of total assets.

(3) Year-to-date computations are computed as annualized year-to-date net income (loss) available to common stockholders divided by the

simple average of the beginning and ending balances of stockholders' equity, net of preferred stock (at redemption value).

(4) Year-to-date computations are computed as annualized year-to-date net income (loss) divided by the simple average of the beginning and

ending balances of stockholders' equity.

(5) Year-to-date computations are computed as year-to-date common stock dividends declared divided by year-to-date net income available to

common stockholders. For the nine months ended September 30, 2007, net income (loss) available to common stockholders was a loss, thus

this calculation is not applicable.

(6) Year-to-date computations are calculated as the simple average of the beginning and ending balances of stockholders' equity divided by the

simple average of the beginning and ending balances of total assets.

(7) Ratio computed as preferred stock, at redemption value divided by core capital. See ""Note 10: Regulatory Capital'' in our 2006 Information

Statement for more information regarding core capital.

18
RECENT DEVELOPMENTS

New York Attorney General Investigation

On November 6, 2007, the N.Y. Attorney General sent us a draft of a letter demanding that we

either retain an independent examiner to investigate Washington Mutual Inc.'s appraisal practices,

the appraisals relating to our mortgage purchases from Washington Mutual, and appraisals

conducted by First American Corporation and its subsidiary, eAppraiseIT, or immediately cease and

desist from purchasing or securitizing Washington Mutual loans and any loans supported by First

American or eAppraiseIT appraisals. We have agreed to cooperate fully with the N.Y. Attorney

General in appointing an independent examiner. The letter also gave notice of the issuance to us of a

subpoena, which we have now received, for information regarding appraisals and property valuations

as they relate to our mortgage purchases and securitizations. At this time it is unknown whether the

results of this investigation will adversely aÅect our relationship with these counterparties. For

information on our counterparty risk, see Risk Factors Ì Risks Related to Our Business Ì We

depend on our institutional counterparties to provide services that are critical to our business and our

results of operations or Ñnancial condition may be adversely aÅected if one or more of our

institutional counterparties are unable to meet their obligations to us.

Putative Class Action Suit

On November 21, 2007, a putative class action lawsuit was Ñled in the U.S. District Court for

the Southern District of New York against Freddie Mac and certain of its current and former

oÇcers. The plaintiÅ alleges that from August 1, 2006 through November 19, 2007 (the

""Class Period''), the defendants violated federal securities laws by making false and misleading

statements about Freddie Mac's business, risk management, and the procedures we put into place to

protect Freddie Mac from problems in the mortgage industry, and by failing to disclose adverse facts

known to them about Freddie Mac. The complaint was Ñled purportedly on behalf of a class

comprised of all persons who purchased Freddie Mac common stock during the Class Period, and

seeks an award of unspeciÑed damages, costs, attorneys' fees, and equitable/injunctive relief. At

present, it is not possible to determine the likelihood of loss or the range of loss presented by this

lawsuit, assuming the class becomes certiÑed.

Legislative Developments

We face a highly uncertain regulatory environment in light of GSE regulatory oversight

legislation currently under consideration in Congress. The House of Representatives passed GSE

regulatory oversight legislation on May 22, 2007. This legislation would give our regulator

substantial authority to assess our safety and soundness and to regulate our portfolio investments,

including requiring reductions in those investments, consistent with our mission and safe and sound

operations. This legislation includes provisions that would increase the regulator's authority to

require us to maintain higher minimum and risk-based capital levels and, for 2007 through 2011,

require us to make an annual contribution to an aÅordable housing fund in an amount equal to

1.2 basis points of the average aggregate UPB of our Total mortgage portfolio. This legislation also

includes provisions that would give our regulator enhanced authority to regulate our business

activities, which could constrain our ability to respond quickly to a changing marketplace. See

Regulation and Supervision Ì GSE Regulatory Oversight Legislation in the Information Statement

for more information regarding this bill. We cannot predict the prospects for the enactment, timing

19
or content of any Ñnal legislation. Furthermore, in the current environment, we may be subject to

further Congressional hearings about our operations, practices and mission. The provisions of this

legislation could have a material adverse eÅect on our ability to fulÑll our mission, future earnings,

stock price and stockholder returns, rate of growth of fair value of net assets attributable to common

stockholders and our ability to recruit and retain qualiÑed oÇcers and directors.

DESCRIPTION OF THE PREFERRED STOCK

The Preferred Stock will have the terms shown in the CertiÑcate of Designation attached as

Appendix A to this OÅering Circular. The following is a summary of those terms.

General

Section 306(f) of the Freddie Mac Act authorizes us to issue an unlimited number of shares of

preferred stock. The shares of Preferred Stock we are oÅering will have a par value of $1.00 per

share and will be created by the CertiÑcate of Designation.

Computershare Trust Company, N.A., will be the transfer agent, dividend disbursing agent and

registrar for the Variable Rate Preferred Stock.

Authorized Issuance

Our Board of Directors has authorized us to issue the shares of Preferred Stock. The authorized

number of shares may be increased at any time without the consent of the holders of the Preferred

Stock. We may ""reopen'' this oÅering at any time by oÅering additional shares of the Preferred

Stock at prices to be determined at that time.

Dividends

General

Dividends on shares of the Preferred Stock are not mandatory. If you own shares of the

Preferred Stock, you will be entitled to receive non-cumulative, quarterly cash dividends which will

accrue at the applicable dividend rate from but not including the original date of issuance and will be

payable on March 31, June 30, September 30 and December 31 of each year (each, a ""Dividend

Payment Date''), beginning on March 31, 2008. However, dividends are payable only if declared by

our Board of Directors in its sole discretion, out of funds legally available for dividend payments.

Dividends not declared for any Dividend Payment Date will not accrue thereafter.

If a Dividend Payment Date is not a Business Day, the related dividend will be paid not later

than the next Business Day with the same eÅect as though paid on the Dividend Payment Date,

without any increase to account for the period from the Dividend Payment Date through the date of

actual payment. If a Dividend Payment Date falls on a Saturday, a Sunday or a holiday, we

customarily pay the related dividend on the immediately preceding Business Day without any

decrease to account for the period from the date of actual payment through such weekend day or

holiday. ""Business Day'' means a day other than (a) Saturday or Sunday, (b) a day on which New

York City banks are closed or (c) a day on which our oÇces are closed. We will make dividend

payments to holders of record on the record date established by our Board of Directors, which will

be from 10 to 45 days before the applicable Dividend Payment Date.

20
The CertiÑcate of Designation does not require us to make any dividend adjustment as a result

of changes in the dividends-received deduction under the Internal Revenue Code of 1986.

If we redeem the Preferred Stock, we will include the dividend that would otherwise be payable

for the Dividend Period that ends on the redemption date, accrued through and including the

redemption date, whether or not declared, in the redemption price of the shares redeemed. We will

not pay this dividend to you separately.

Fixed Rate Period

For each Dividend Period from December 4, 2007 through December 31, 2012 (the ""Fixed

Rate Period''), dividends on shares of the Preferred Stock will accrue at an annual rate of 8.375% or

$2.09375 per share. If declared, the initial dividend, which will be for the period from but not

including the original date of issuance through and including March 31, 2008, will be $0.67465 per

share. Thereafter, the ""Dividend Period'' relating to a Dividend Payment Date will be the period

from but not including the preceding Dividend Payment Date through and including the related

Dividend Payment Date.

For the Fixed Rate Period, we will compute the amount of dividends payable on the Preferred

Stock for any period shorter than a full Dividend Period on the basis of twelve 30-day months and a

360-day year. We will compute any dividends payable on the Preferred Stock for each full Dividend

Period for the Fixed Rate Period by dividing the annual dividend by four.

Floating Rate Period

For the Dividend Period beginning on January 1, 2013 and for each Dividend Period thereafter

(the ""Floating Rate Period''), dividends will accrue from Dividend Period to Dividend Period at a

variable rate equal to the higher of (x) 3-Month LIBOR plus 4.16% per annum and (y) 7.875% per

annum. We will determine 3-Month LIBOR for each Floating Rate Period two London Business

Days (deÑned as any day, other than a Saturday or Sunday, on which banks are open for business in

London) prior to the Ñrst day of such Dividend Period (each, a ""LIBOR Determination Date'').

For each Dividend Period during the Floating Rate Period, we will compute the amount of

dividends payable on the Preferred Stock on the basis of the actual number of days elapsed during

that period and a 360-day year.

Determination of 3-Month LIBOR

We determine ""3-Month LIBOR'' as follows:

1. 3-Month LIBOR for any Dividend Period during the Floating Rate Period will be the

rate (expressed as a percentage per annum) for Eurodollar deposits having a three-month

maturity that appears on Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the

related LIBOR Determination Date. ""Reuters Screen LIBOR01'' means the display designated

as ""Reuters Screen LIBOR01 Page'' or such other page as may replace Reuters Screen

LIBOR01 Page on that service or such other service or services as may be nominated by the

British Bankers' Association as the information vendor for the purpose of displaying London

interbank oÅered rates for Eurodollar deposits. If at least two rates appear on the Reuters

Screen LIBOR01, the rate on the LIBOR Determination Date will be the arithmetic mean of

such rates;

21
2. If such rate does not appear on Reuters Screen LIBOR01 as of 11:00 a.m. (London

time) on the related LIBOR Determination Date, Freddie Mac will request the principal

London oÇces of four leading banks in the London interbank market to provide such banks'

oÅered quotations (expressed as percentages per annum) to prime banks in the London

interbank market for Eurodollar deposits having a three-month maturity as of 11:00 a.m.

(London time) on such LIBOR Determination Date. If at least two quotations are provided,

3-Month LIBOR will be the arithmetic mean (if necessary rounded upwards to the nearest

whole multiple of 1/128 of 1%) of such quotations;

3. If fewer than two such quotations are provided as requested in clause 2. above, Freddie

Mac will request four major New York City banks to provide such banks' oÅered quotations

(expressed as percentages per annum) to leading European banks for loans in Eurodollars as of

11:00 a.m. (New York time) on such LIBOR Determination Date. If at least two such

quotations are provided, 3-Month LIBOR will be the arithmetic mean (if necessary rounded

upwards to the nearest whole multiple of 1/128 of 1%) of such quotations; and

4. If fewer than two such quotations are provided as requested in clause 3. above, 3-Month

LIBOR will be the 3-Month LIBOR determined with respect to the Dividend Period

immediately preceding such current Dividend Period. If the applicable Dividend Period for

which fewer than two such quotations are provided is the Dividend Period beginning on

January 1, 2013, then 3-Month LIBOR will be the rate for Eurodollar deposits having a threemonth maturity that appeared, as of 11:00 a.m. (London time) on the most recent London

Business Day preceding the LIBOR Determination Date for which the rate was displayed on

Reuters Screen LIBOR01.

If the rate for Eurodollar deposits having a three-month maturity that initially appears on

Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the related LIBOR Determination Date is superseded on Reuters Screen LIBOR01 by a corrected rate before 12:00 noon

(London time) on such LIBOR Determination Date, the corrected rate as so substituted on

the applicable page will be the applicable 3-Month LIBOR for such LIBOR Determination

Date.

In the absence of clear error, our determination of 3-Month LIBOR and the dividend rate will

be Ñnal and binding. You can obtain 3-Month LIBOR and the dividend rates for the current and

preceding Dividend Periods by contacting our Investor Relations Department as shown on page 2.

Preferences and Limitations

The Preferred Stock will rank prior to our Common Stock with respect to the payment of

dividends, as provided in the CertiÑcate of Designation. We will not declare or pay any dividend on

our Common Stock or any of our other junior stock unless dividends have been declared and paid or

set apart, or ordered to be set apart, on the Preferred Stock for the then-current Dividend Period.

The Preferred Stock will rank equally with respect to dividends with our currently outstanding

classes of Preferred Stock (the ""Existing Preferred Stock''), which are listed in Section 1 of the

CertiÑcate of Designation and in the table under Capitalization in this OÅering Circular.

Dividends on the Preferred Stock are not cumulative. If we do not pay a dividend on the

Preferred Stock for any Dividend Period, the holders of the Preferred Stock will have no claim to a

22
payment for that Dividend Period as long as we do not pay a dividend for that Dividend Period on

our Common Stock, any of our other junior stock or the Existing Preferred Stock.

Our Board of Directors may, in its discretion, choose to pay dividends on the Preferred Stock

without paying dividends on our Common Stock.

We have oÅered and sold subordinated debt which we refer to as Freddie SUBS securities. As

of the date of this OÅering Circular, we have a total of approximately $4.4 billion in Freddie SUBS

outstanding. The most recent issuance of Freddie SUBS took place in December 2006. The terms of

the Freddie SUBS that we have issued provide for the deferral of interest payments under certain

speciÑed circumstances of Ñnancial distress. The terms of the Freddie SUBS also prohibit the

payment of dividends on our stock, including the Preferred Stock, during any period when we have

deferred paying interest on our subordinated debt.

We will not declare or pay any dividends on the Preferred Stock if at the same time any arrears

or default exists in the payment of dividends on any outstanding class or series of our stock ranking

prior to the Preferred Stock with respect to the payment of dividends. At the time of issuance of the

Preferred Stock, no class or series of our stock ranking prior to the Preferred Stock will exist.

Holders of shares of the Preferred Stock will not be entitled to any dividends, whether payable

in cash or other property, other than as described above and will not be entitled to interest, or any

sum in lieu of interest, in respect of any dividend payment.

See Regulatory Capital below for a description of possible regulatory restrictions on our ability

to pay dividends.

Optional Redemption

The Preferred Stock will not be redeemable prior to December 31, 2012. On December 31,

2012 and on each Ñfth anniversary thereafter, we may redeem the Preferred Stock, in whole or in

part, out of legally available funds. The redemption price will be $25.00 per share plus an amount

equal to the amount of the dividend that would otherwise be payable for the Dividend Period that

ends on the redemption date, accrued through and including the redemption date, whether or not

declared. If we redeem less than all of the outstanding shares of the Preferred Stock, we will select

shares to be redeemed by lot or pro rata (as nearly as possible) or by any other method which we

deem equitable.

We will give notice of optional redemption by mail to holders of the Preferred Stock from

30 days to 60 days before the redemption date. Each notice will state the number of shares of

Preferred Stock being redeemed, the redemption price, the redemption date and the place at which

a holder's Preferred Stock certiÑcates must be presented for such redemption.

On and after the redemption date, the shares of Preferred Stock called for redemption will no

longer be deemed outstanding, and all rights of the holders of those shares will cease, other than the

right to receive the redemption price for such redeemed shares.

23
The terms of our currently oÅered subordinated debt prohibit us from redeeming our stock,

including the Preferred Stock, during any period when we have deferred paying interest on our

subordinated debt.

See Regulatory Capital below for a description of possible regulatory restrictions on our ability

to redeem the Preferred Stock.

No Preemptive Rights and No Conversion

As a holder of Preferred Stock, you will not have any preemptive rights to purchase or

subscribe for any other shares, rights, options or other securities. You will not have any right to

convert your shares into or exchange your shares for any other class or series of our stock or

obligations.

No Voting Rights

Section 306(f) of the Freddie Mac Act prohibits the holders of Preferred Stock from voting for

the election of any member of our Board of Directors. Except as described under Amendments

below, as a holder you will not be entitled to vote.

Liquidation Rights

If we voluntarily or involuntarily dissolve, liquidate or wind up our business, then, after payment

of or provision for our liabilities to creditors and the expenses of our dissolution, liquidation or

winding up, the holders of the outstanding shares of the Preferred Stock will be entitled to receive

out of our assets available for distribution to stockholders, before any payment or distribution is

made on the Common Stock or any other junior stock, $25.00 per share plus an amount equal to the

dividend for the then-current quarterly Dividend Period accrued through and including the

liquidation payment date, whether or not declared.

In the event of our dissolution, liquidation or winding up, the rights of the Preferred Stock to

receive distributions rank equally with those of the Existing Preferred Stock. If our assets available

for distribution to shareholders are insuÇcient to pay in full the aggregate amount payable to holders

of the Preferred Stock, the Existing Preferred Stock and any other class or series of stock of equal

priority upon liquidation, the assets will be distributed to the holders of the Preferred Stock, the

Existing Preferred Stock and such other stock pro rata, based on the amounts to which they are

entitled.

Notwithstanding the foregoing, holders of the Preferred Stock will not be entitled to be paid

any amount in respect of our dissolution, liquidation or winding up until holders of any classes or

series of our stock ranking prior to the Preferred Stock upon liquidation have been paid all amounts

to which they are entitled.

Our consolidation, merger or combination with or into any other corporation or entity, or the

sale of all or substantially all of our property or business, will not constitute a liquidation, dissolution

or winding up for purposes of these provisions on liquidation rights.

Additional Classes or Series of Stock

We will have the right to create and issue additional classes or series of stock ranking prior to,

equally with or junior to the Preferred Stock, as to dividends, liquidation or otherwise, without the

24
consent of holders of the Preferred Stock. As of the date of this OÅering Circular, we have no

outstanding class or series of stock or other equity security that ranks senior to the Preferred Stock

as to dividends and distributions upon our dissolution, liquidation or winding up.

Amendments

Without the consent of the holders of the Preferred Stock, we will have the right to amend the

CertiÑcate of Designation to cure any ambiguity, to correct or supplement any term which may be

defective or inconsistent with any other term or to make any other provisions so long as the

amendment does not materially and adversely aÅect the interests of the holders of the Preferred

Stock. Otherwise, we may amend the CertiÑcate of Designation only with the consent of the holders

of at least two-thirds of the outstanding shares of Preferred Stock. On matters requiring consent,

each holder will be entitled to one vote per share.

REGULATORY CAPITAL

Regulatory Capital Standards

The Federal Housing Enterprises Financial Safety and Soundness Act of 1992 (the ""GSE

Act'') established minimum, critical and risk-based capital standards for us.

Those standards determine the amounts of core capital and total capital that we must maintain

to meet regulatory capital requirements. Core capital consists of the par value of outstanding

common stock (common stock issued less common stock held in treasury), the par value of

outstanding non-cumulative, perpetual preferred stock, additional paid-in capital and retained

earnings, as determined in accordance with GAAP. Total capital includes core capital and general

reserves for mortgage and foreclosure losses and any other amounts available to absorb losses that

OFHEO includes by regulation.

Minimum Capital

The minimum capital standard requires us to hold an amount of core capital that is generally

equal to the sum of 2.50% of aggregate on-balance sheet assets and approximately 0.45% of the sum

of outstanding mortgage-related securities we guaranteed and other aggregate oÅ-balance sheet

obligations. As discussed below, in 2004 OFHEO implemented a framework for monitoring our

capital adequacy, which includes a mandatory target capital surplus of 30% over the capital

requirement determined under the minimum capital standard.

Critical Capital

The critical capital standard requires us to hold an amount of core capital that is generally equal

to the sum of 1.25% of aggregate on-balance sheet assets and approximately 0.25% of the sum of

outstanding mortgage-related securities we guaranteed and other aggregate oÅ-balance sheet

obligations.

Risk-Based Capital

The risk-based capital standard requires the application of a stress test to determine the amount

of total capital that we must hold to absorb projected losses resulting from adverse interest-rate and

25
credit-risk conditions speciÑed by the GSE Act and adds 30% additional capital to provide for

management and operations risk. The adverse interest-rate conditions prescribed by the GSE Act

include one scenario in which 10-year Treasury yields rise by as much as 75% (up-rate scenario)

and one in which they fall by as much as 50% (down-rate scenario). The credit risk component of

the stress tests simulates the performance of our mortgage portfolio based on loss rates for a

benchmark region. The criteria for the benchmark region are established by the GSE Act and are

intended to capture the credit-loss experience of the region that experienced the highest historical

rates of default and severity of mortgage losses for two consecutive origination years.

ClassiÑcation

OFHEO monitors our performance with respect to the three regulatory capital standards by

classifying our capital adequacy not less than quarterly.

To be classiÑed as ""adequately capitalized,'' we must meet both the risk-based and minimum

capital standards. If we fail to meet the risk-based capital standard, we cannot be classiÑed higher

than ""undercapitalized.'' If we fail to meet the minimum capital requirement but exceed the critical

capital requirement, we cannot be classiÑed higher than ""signiÑcantly undercapitalized.'' If we fail

to meet the critical capital standard, we must be classiÑed as ""critically undercapitalized.'' In

addition, OFHEO has discretion to reduce our capital classiÑcation by one level if OFHEO

determines that we are engaging in conduct OFHEO did not approve that could result in a rapid

depletion of core capital or determines that the value of property subject to mortgage loans we hold

or guarantee has decreased signiÑcantly.

When we are classiÑed as adequately capitalized, we generally can pay a dividend on our

common or preferred stock or make other capital distributions (which includes common stock

repurchases and preferred stock redemptions) without prior OFHEO approval so long as the

payment would not decrease total capital to an amount less than our risk-based capital requirement

and would not decrease our core capital to an amount less than our minimum capital requirement.

However, because we are currently subject to the regulatory capital monitoring framework described

below, we are required to obtain OFHEO's prior approval of certain capital transactions, including

common stock repurchases, redemption of any preferred stock, payment of dividends on preferred

stock above stated contractual rates, or any action that is likely to impair our ability to manage the

target capital surplus established under that framework.

If we were classiÑed as undercapitalized, we would be prohibited from making a capital

distribution that would reduce our core capital to an amount less than our minimum capital

requirement. We also would be required to submit a capital restoration plan for OFHEO approval,

which could adversely aÅect our ability to make capital distributions.

If we were classiÑed as signiÑcantly undercapitalized, we would be prohibited from making any

capital distribution that would reduce our core capital to less than the critical capital level. We

would otherwise be able to make a capital distribution only if OFHEO determined that the

distribution would: (a) enhance our ability to meet the risk-based capital standard and the

minimum capital standard promptly; (b) contribute to our long-term Ñnancial safety and soundness;

or (c) otherwise be in the public interest. Also under this classiÑcation, OFHEO could take action

to limit our growth, require us to acquire new capital or restrict us from activities that create

excessive risk. We also would be required to submit a capital restoration plan for OFHEO approval,

which could adversely aÅect our ability to make capital distributions.

26
If we were classiÑed as critically undercapitalized, OFHEO would be required to appoint a

conservator for us, unless OFHEO made a written Ñnding that it should not do so and the Secretary

of the Treasury concurred in that determination. We would be able to make a capital distribution

only if OFHEO determined that the distribution would: (a) enhance our ability to meet the riskbased capital standard and the minimum capital standard promptly; (b) contribute to our long-term

Ñnancial safety and soundness; or (c) otherwise be in the public interest.

Performance Against Regulatory Capital Standards

OFHEO has never classiÑed us as other than ""adequately capitalized,'' the highest possible

classiÑcation, reÖecting our consistent compliance with the minimum, critical and risk-based capital

requirements.

The following table summarizes our regulatory capital requirements and surpluses(1):

September 30, December 31,

2007 2006

(in millions)

Minimum capital requirementÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $26,190 $25,844

Core capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34,643 36,170

Minimum capital surplus ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8,453 10,326

Critical capital requirement ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $13,461 $13,237

Core capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34,643 36,170

Critical capital surplus ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 21,182 22,933

Risk-based capital requirement(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ N/A $15,320

Total capital(2)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ N/A 36,742

Risk-based capital surplus(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ N/A 21,422

Minimum capital requirement plus 30% add-on ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $34,047 $33,597

Core capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34,643 36,170

Surplus ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 596 2,573

(1) OFHEO is the authoritative source of the capital calculations that underlie our capital classiÑcations. The values for September 30,

2007 reÖect the amounts we reported to OFHEO.

(2) OFHEO determines the amounts reported with respect to our risk-based capital requirement. Amounts for September 30, 2007 are

not yet available.

Factors that could adversely aÅect the adequacy of our regulatory capital for future periods

include declines in GAAP income; increases in our risk proÑle; changes in the economic

environment, such as large interest-rate or implied volatility moves or home-price declines; changes

in option-adjusted spreads; legislative or regulatory action that could increase capital requirements

or changes in or adoption of new accounting standards. See Note 1: Summary of SigniÑcant

Accounting Policies Ì Recently Issued Accounting Standards, Not Yet Adopted to our consolidated

Ñnancial statements included in the Information Statement and the comparably captioned section in

the November 20, 2007 Information Statement Supplement for more information. In particular,

interest-rate levels or implied volatility can aÅect the amount of our core capital, even if we were

economically well hedged against interest-rate changes, because certain gains or losses are

recognized through GAAP earnings while other oÅsetting gains or losses may not be. Changes in

option-adjusted spreads and credit spreads can also aÅect the amount of our core capital, because

option-adjusted spreads are a factor in the valuation of our guaranteed mortgage portfolio and credit

spreads impact our related credit items. For additional information, see Risk Factors Ì Competitive

and Market Risks Ì Higher credit losses and increased expected future credit costs could adversely

aÅect our Ñnancial condition and/or results of operations in the Information Statement.

27
Regulatory Capital Monitoring Framework

In a letter dated January 28, 2004, OFHEO created a framework for monitoring our capital due

to our higher operational risk, including our inability to produce timely Ñnancial statements in

accordance with GAAP. The letter directed that we maintain a mandatory target capital surplus of

30% over our minimum capital requirement, subject to certain conditions and variations; that we

submit weekly reports concerning our capital levels; and that we obtain prior approval of certain

capital transactions.

Our failure to meet the mandatory target capital surplus would result in an OFHEO inquiry

regarding the reason for such failure. If OFHEO were to determine that we had acted unreasonably

regarding our compliance with the framework, as set forth in OFHEO's letter, OFHEO could seek

to require us to submit a remedial plan or take other remedial steps.

In addition, under this framework, we are required to obtain prior written approval from the

Director of OFHEO before engaging in certain capital transactions, as described above. We must

also submit a written report to the Director of OFHEO after the declaration, but before the

payment, of any dividend on our common stock. The report must contain certain information on the

amount of the dividend, the rationale for the payment and the impact on our capital surplus.

This framework will remain in eÅect until the Director of OFHEO determines that it should be

modiÑed or expire. OFHEO's letter indicated that this determination would consider our resumption

of timely Ñnancial and regulatory reporting that complies with GAAP, among other factors.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The Preferred Stock and payments on it are generally subject to taxation by the United States

and other taxing jurisdictions to the same extent as stock of any other corporation. The following

discussion addresses certain U.S. federal income tax consequences that may result from ownership

of the Preferred Stock by an investor who holds the Preferred Stock as a capital asset.

This discussion does not discuss all of the U.S. federal income tax consequences that may be

relevant to an investor in light of its particular circumstances or to an investor subject to special

rules, such as certain Ñnancial institutions, insurance companies, certain former citizens or residents

of the United States, traders in securities that elect to use a mark-to-market method of accounting

for their securities holdings, dealers in securities, investors holding the Preferred Stock as part of a

hedging transaction, straddle, conversion transaction or synthetic security transaction, investors

whose functional currency is not the U.S. dollar, tax-exempt persons, or regulated investment

companies.

This discussion does not purport to address all rules which may apply to particular investors.

Investors are encouraged to consult their own tax advisors regarding the U.S. federal, state, local and

foreign tax considerations applicable to an investment in the Preferred Stock.

This discussion reÖects current U.S. federal income tax laws and Treasury regulations and

administrative and judicial interpretations. Changes to any of these that occur after the date of this

OÅering Circular may aÅect the tax consequences that we describe herein.

For this purpose, a U.S. person is an individual who is a citizen or resident of the United States

for U.S. federal income tax purposes, a corporation, partnership or other type of entity organized

28
under the laws of the United States or any state or the District of Columbia (other than a

partnership that is not treated as a U.S. person under any applicable Treasury regulations), an estate

whose income is subject to U.S. federal income tax regardless of its source, or a trust if a court

within the United States is able to exercise primary supervision of the administration of the trust and

one or more U.S. persons have the authority to control all substantial decisions of the trust.

Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain

trusts in existence on August 20, 1996, and treated as U.S. persons prior to such date, that elect to

continue to be treated as U.S. persons, also will be U.S. persons. A non-U.S. person is an individual,

corporation, estate or trust that is not a U.S. person.

U.S. Persons

Dividends

Distributions on the Preferred Stock which are paid out of current earnings and proÑts, or

earnings and proÑts accumulated after 1984 (as determined for U.S. federal income tax purposes),

generally constitute dividends taxable as ordinary income. To the extent that the amount of any

distribution paid on a share of Preferred Stock exceeds the current and accumulated earnings and

proÑts attributable to that share, such excess will be treated Ñrst as a return of capital (rather than as

ordinary income) and will be applied against and reduce the holder's adjusted tax basis in that share

of Preferred Stock. Any such amount in excess of the holder's adjusted tax basis will then be taxed

as capital gain. For purposes of the remainder of this discussion, it is assumed that dividends paid

with respect to the Preferred Stock will constitute dividends for U.S. federal income tax purposes.

Dividends received by corporations generally will be eligible for the dividends-received

deduction. The dividends-received deduction is available only with respect to a dividend received on

stock held for more than 45 days (or more than 90 days in the case of a preferred stock dividend

attributable to periods aggregating in excess of 366 days), including the day of disposition but not

the day of acquisition. This holding period must be satisÑed during the 91-day period (or the

181-day period in the case of a preferred stock dividend attributable to periods aggregating in excess

of 366 days) beginning on the date which is 45 (90) days before the date on which the stock

becomes ex-dividend with respect to the dividend. The length of time that a corporate shareholder is

deemed to have held stock for these purposes is reduced for periods during which the shareholder's

risk of loss with respect to the stock is diminished by reason of the shareholder's position in certain

options, contracts to sell, short sales or other similar transactions. The amount of such deduction

generally will equal 70 percent of the amount of the dividends received, subject to reduction in

certain events, including where a holder has indebtedness outstanding that is directly attributable to

an investment in the Preferred Stock. For this purpose, indebtedness is not directly attributable to an

investment in the Preferred Stock merely because a depository institution receives deposits in the

ordinary course of its business.

For purposes of the corporate alternative minimum tax, alternative minimum taxable income is

increased by 75 percent of the amount by which a corporation's adjusted current earnings exceeds its

alternative minimum taxable income prior to the addition of the applicable tax preference item. The

amount of any dividend that is included in a corporate shareholder's adjusted current earnings will

generally not be reduced by any dividends-received deduction otherwise allowable with respect to

that dividend.

29
Dividends received by individuals generally are subject to a reduced maximum tax rate of

15 percent through December 31, 2010, after which date the rate applicable to dividends is

scheduled to return to the rate generally applicable to ordinary income. The rate reduction does not

apply to dividends received to the extent that the individual shareholder elects to treat the dividends

as ""investment income,'' which may be oÅset against investment expenses. Furthermore, the rate

reduction does not apply to dividends that are paid to individual shareholders with respect to

Preferred Stock that is held for 60 days or less during the 121-day period beginning on the date

which is 60 days before the date on which the Preferred Stock becomes ex-dividend. Individual

shareholders should consult their own tax advisors regarding the implications of these rules in light

of their particular circumstances.

Dispositions, Including Redemptions

Any sale, exchange, redemption (except as discussed below) or other disposition of the

Preferred Stock generally will result in taxable gain or loss equal to the diÅerence between the

amount received and the shareholder's adjusted tax basis in the Preferred Stock. Such gain or loss

generally will be capital gain or loss and will be long-term capital gain or loss if the holding period

for the Preferred Stock exceeds one year. Tax rates on capital gain for individuals vary depending on

each individual's income and holding period for the Preferred Stock. Long-term capital gain realized

by individuals is subject to a reduced maximum tax rate of 15 percent through December 31, 2010,

after which date the maximum rate is scheduled to return to the rate generally applicable to longterm capital gains. Individual shareholders should contact their own tax advisors for more

information or for the capital gains tax rate applicable to speciÑc shares of Preferred Stock.

Under Section 302 of the Internal Revenue Code of 1986 (the ""Code''), however, a payment

made in redemption of Preferred Stock may be treated as a dividend, rather than as payment in

exchange for the Preferred Stock if the redemption (i) does not result in a ""complete termination''

of such holder's equity interest in Freddie Mac and (ii) is ""essentially equivalent to a dividend'' with

respect to the holder. In determining whether a payment made in redemption of Preferred Stock

results in a ""complete termination'' or is ""not essentially equivalent to a dividend,'' the holder must

take into account not only the Preferred Stock and other stock of Freddie Mac that it owns directly,

but also the Preferred Stock and other stock of Freddie Mac that it constructively owns within the

meaning of Section 318 of the Code.

A redemption payment made to a holder will result in a ""complete termination'' if either

(i) the holder owns none of our stock either actually or constructively immediately after the

Preferred Stock is redeemed or (ii) the holder actually owns none of our stock immediately after the

redemption and, with respect to stock constructively owned, is eligible to waive, and eÅectively

waives, constructive ownership of all such stock. A holder wishing to satisfy the ""complete

termination'' test through waiver of attribution should consult its own tax advisors. A redemption

payment made to a holder will be ""essentially equivalent to a dividend'' if it does not result in a

""meaningful reduction'' in the holder's proportionate stock interest in the company. Because of the

ambiguities in applying this rule, each holder should consult its own tax advisor to determine

whether a payment made in redemption of Preferred Stock will be treated as a dividend or as

payment in exchange for the Preferred Stock. If the redemption payment is treated as a dividend,

the rules discussed above under Dividends apply.

30
Information Reporting and Backup Withholding

Payments of dividends on shares of Preferred Stock held of record by U.S. persons other than

corporations and other exempt holders are required to be reported to the Internal Revenue Service

(the ""IRS'').

Backup withholding of U.S. federal income tax may apply to payments made with respect to

shares of Preferred Stock, as well as payments of proceeds from the sale of shares of Preferred

Stock, to holders that are not ""exempt recipients'' and that fail to provide certain identifying

information (such as the taxpayer identiÑcation number of the holder) in the manner required.

Individuals generally are not exempt recipients, whereas corporations and certain other entities

generally are exempt recipients.

Non-U.S. Persons

Dividends

Generally, distributions treated as dividends as described above paid to a non-U.S. person with

respect to the Preferred Stock will be subject to a 30% U.S. withholding tax, or such lower rate as

may be speciÑed by an applicable income tax treaty, unless the dividends are (i) eÅectively

connected with a trade or business carried on by the non-U.S. person within the United States (and

the non-U.S. person provides the payor with an IRS Form W-8ECI (or other applicable form)) and

(ii) if an income tax treaty applies, attributable to a U.S. permanent establishment or, in the case of

an individual, a Ñxed base maintained by the non-U.S. person. Dividends eÅectively connected with

such trade or business, and, if an income tax treaty applies, attributable to such permanent

establishment, will generally be subject to U.S. federal income tax on a net basis at applicable

individual or corporate rates. A non-U.S. person that is a corporation may be subject to a ""branch

proÑts tax'' at a 30% rate (or such lower rate as may be speciÑed by an applicable income tax treaty)

on the deemed repatriation from the United States of its ""eÅectively connected earnings and

proÑts,'' subject to certain adjustments. Under applicable Treasury regulations, a non-U.S. person

(including, in certain cases of non-U.S. persons that are entities, the owner or owners of such

entities) will be required to satisfy certain certiÑcation requirements in order to claim a reduced rate

of withholding pursuant to an applicable income tax treaty.

Dispositions, Including Redemptions

A non-U.S. person generally will not be subject to U.S. federal income or withholding tax on

gain realized on the sale or exchange of the Preferred Stock so long as:

‚ the gain is not eÅectively connected with a U.S. trade or business of the holder (or, if a tax

treaty applies, the gain is not attributable to a U.S. permanent establishment or, in the case

of an individual, a Ñxed base maintained by such non-U.S. person); and

‚ in the case of a non-resident alien individual, such holder is not present in the United States

for 183 or more days in the taxable year of the sale or disposition and certain other conditions

are met.

Information Reporting and Backup Withholding

Payment of dividends, and the tax withheld with respect thereto, is subject to information

reporting requirements. These information reporting requirements apply regardless of whether

31
withholding was reduced or eliminated by an applicable income tax treaty or withholding was not

required because the dividends were eÅectively connected with a trade or business in the United

States conducted by the non-U.S. person. Copies of the information returns reporting such

dividends and withholding may also be made available under the provisions of an applicable income

tax treaty or agreement to the tax authorities in the country in which the non-U.S. person resides.

U.S. backup withholding will generally apply on payment of dividends to non-U.S. persons unless

such non-U.S. persons furnish to the payor an IRS Form W-8BEN (or other applicable form), or

otherwise establish an exemption.

Payment by a U.S. oÇce of a broker of the proceeds of a sale of the Preferred Stock is subject

to both backup withholding and information reporting unless the non-U.S. person, or beneÑcial

owner thereof, as applicable, certiÑes that it is a non-U.S. person on IRS Form W-8BEN (or other

applicable form), or otherwise establishes an exemption. Subject to exceptions, backup withholding

and information reporting generally will not apply to a payment of proceeds from the sale of the

Preferred Stock if such sale is eÅected through a foreign oÇce of a broker.

Any amount withheld under the backup withholding rules from a payment to a holder is

allowable as a credit against such holder's U.S. federal income tax, which may entitle the holder to a

refund, provided that the holder timely provides the required information to the IRS. Moreover,

certain penalties may be imposed by the IRS on a holder who is required to furnish information but

does not do so in the proper manner. Holders are urged to consult their own tax advisors regarding

the application of backup withholding in their particular circumstances and the availability of and

procedure for obtaining an exemption from backup withholding under current Treasury regulations.

Circular 230

Any U.S. federal tax discussion included in this OÅering Circular (1) is not intended or written

to be used, and cannot be used, to avoid any U.S. federal tax penalties, and (2) was written to

support the promotion or marketing of the transaction or matter addressed by this OÅering Circular.

Any taxpayer receiving this OÅering Circular should seek advice from an independent tax advisor

based on the taxpayer's particular circumstances.

LEGAL INVESTMENT CONSIDERATIONS

You should consult your own legal advisors to determine whether the shares of Preferred Stock

constitute legal investments for you and whether the shares of Preferred Stock can be used as

collateral for borrowings. In addition, Ñnancial institutions should consult their legal advisors or

regulators in determining the appropriate treatment of the shares of Preferred Stock under riskbased capital or similar rules.

If you are subject to legal investment laws and regulations or to review by regulatory

authorities, you may be subject to restrictions on investing in the shares of Preferred Stock.

Institutions regulated by the Comptroller of the Currency, the Board of Governors of the Federal

Reserve System, the Federal Deposit Insurance Corporation, the OÇce of Thrift Supervision, the

National Credit Union Administration, the Department of the Treasury or any other federal or state

agency with similar authority should review any applicable regulations, policy statements and

guidelines before purchasing or pledging the shares of Preferred Stock.

32
UNDERWRITING

General

Under the terms of an underwriting agreement (the ""Underwriting Agreement''), we have

agreed to sell to the Underwriters named below, and the Underwriters, for whom Lehman

Brothers Inc. and Goldman, Sachs & Co. are acting as representatives, have severally agreed to

purchase from us, the shares of Preferred Stock opposite their names.

Number of Shares

Underwriter of Preferred Stock

Lehman Brothers Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 101,560,000

Goldman, Sachs & Co. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 101,560,000

Bear, Stearns & Co. Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 16,240,000

Banc of America Securities LLCÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,440,000

Citigroup Global Markets Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,440,000

Credit Suisse Securities (USA) LLC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,440,000

Deutsche Bank Securities Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,440,000

Morgan Stanley & Co. Incorporated ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,440,000

UBS Securities LLC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,440,000

Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 240,000,000

The Underwriting Agreement requires the Underwriters to take and pay for all of the shares of

Preferred Stock, if any are taken.

Discounts

The Underwriters propose to oÅer a portion of the Preferred Stock directly to the public at the

initial oÅering price shown on the cover page of this OÅering Circular, plus accrued dividends, if

any, from but not including December 4, 2007, and a portion to certain dealers at that price less a

concession of not more than $0.225 per share. The Underwriters may allow, and the dealers may

reallow, a concession of not more than $0.100 per share on sales to certain brokers and dealers. After

the initial oÅering of the shares, the Underwriters may vary the oÅering prices and other selling

terms.

Listing

Until this oÅering, there has been no public market for the Preferred Stock. The Preferred

Stock has been approved for listing on the NYSE. Trading of the Preferred Stock on the NYSE is

expected to commence within a fourteen-day period after the initial delivery of the Preferred Stock.

The Underwriters have advised us that they intend to make a market in the Preferred Stock prior to

the commencement of trading on the NYSE, but are not obliged to do so and may discontinue any

such market making at any time without notice.

Stabilization

In connection with the oÅering, the Underwriters may purchase and sell the Preferred Stock in

the open market. These transactions may include stabilizing transactions and purchases to cover

syndicate short positions created in connection with the oÅering. Stabilizing transactions consist of

certain bids or purchases for the purpose of preventing or retarding a decline in the market price of

the Preferred Stock. Syndicate short positions involve the sale by the Underwriters of a greater

33
number of shares of Preferred Stock than they are required to purchase from us in the oÅering. The

Underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate

members or other broker-dealers for securities sold in the oÅering for their account may be

reclaimed by the syndicate if such shares of Preferred Stock are repurchased by the Underwriters in

stabilizing or covering transactions. These activities may stabilize, maintain or otherwise aÅect the

market price of the Preferred Stock, which may be higher than the price that might otherwise

prevail in the open market; and these activities, if commenced, may be discontinued at any time.

These transactions may be eÅected in the over-the-counter market or otherwise.

Selling Restrictions

European Union Area

In relation to each member state of the European Economic Area (Iceland, Norway and

Liechtenstein in addition to member states of the European Union) which has implemented the

Prospectus Directive (each, a ""relevant member state''), each underwriter has represented and

agreed that with eÅect from and including the date on which the Prospectus Directive is

implemented in that relevant member state (the ""relevant implementation date'') it has not made

and will not make an oÅer of Preferred Stock to the public in that relevant member state prior to the

publication of a prospectus in relation to the Preferred Stock which has been approved by the

competent authority in that relevant member state or, where appropriate, approved in another

relevant member state and notiÑed to the competent authority in that relevant member state, all in

accordance with the Prospectus Directive, except that it may, with eÅect from and including the

relevant implementation date, make an oÅer of Preferred Stock to the public in that relevant

member state at any time:

‚ to legal entities which are authorized or regulated to operate in the Ñnancial markets or, if

not so authorized or regulated, whose corporate purpose is solely to invest in securities;

‚ to any legal entity which has two or more of (1) an average of at least 250 employees during

the last Ñnancial year, (2) a total balance sheet of more than 443,000,000 and (3) an annual

net turnover of more than 450,000,000, as shown in its last annual or consolidated accounts;

‚ to fewer than 100 natural or legal persons (other than qualiÑed investors as deÑned in the

Prospectus Directive) subject to obtaining the prior consent of the representatives for such

oÅer; or

‚ in any other circumstances which do not require the publication by us of a prospectus

pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an ""oÅer of Preferred Stock to the public'' in

relation to any Preferred Stock in any relevant member state means the communication in any form

and by any means of suÇcient information on the terms of the oÅer and the Preferred Stock to be

oÅered so as to enable an investor to decide to purchase or subscribe for the Preferred Stock, as the

same may be varied in that member state by any measure implementing the Prospectus Directive in

that member state and the expression ""Prospectus Directive'' means Directive 2003/71/EC and

includes any relevant implementing measure in each relevant member state.

34
United Kingdom

Each underwriter has represented and agreed that:

‚ it has only communicated or caused to be communicated and will only communicate or

cause to be communicated an invitation or inducement to engage in investment activity

within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the

""FSMA'') received by it in connection with the issue or sale of the Preferred Stock in

circumstances in which Section 21(1) of the FSMA does not apply to us; and

‚ it has complied and will comply with all applicable provisions of the FSMA with respect to

anything done by it in relation to the Preferred Stock in, from or otherwise involving the

United Kingdom.

Hong Kong

The Preferred Stock may not be oÅered or sold by means of any document other than (i) in

circumstances which do not constitute an oÅer to the public within the meaning of the Companies

Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to ""professional investors'' within the meaning of

the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made

thereunder, or (iii) in other circumstances which do not result in the document being a ""prospectus'' within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no

advertisement, invitation or document relating to the Preferred Stock may be issued or may be in

the possession of any person for the purpose of issue (in each case whether in Hong Kong or

elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the

public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with

respect to Preferred Stock which is or is intended to be disposed of only to persons outside Hong

Kong or only to ""professional investors'' within the meaning of the Securities and Futures Ordinance

(Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan

The Preferred Stock has not been and will not be registered under the Securities and Exchange

Law of Japan (the ""Securities and Exchange Law''), and the underwriter has agreed that it will not

oÅer or sell any Preferred Stock, directly or indirectly, in Japan or to, or for the beneÑt of, any

resident of Japan (which term, as used herein, means any person resident in Japan, including any

corporation or other entity organized under the laws of Japan), or to others for re-oÅering or resale,

directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the

registration requirements of, and otherwise in compliance with, the Securities and Exchange Law

and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

This OÅering Circular has not been registered as a prospectus with the Monetary Authority of

Singapore. Accordingly, this OÅering Circular and any other document or material in connection

with the oÅer or sale, or invitation for subscription or purchase, of the Preferred Stock may not be

circulated or distributed, nor may the Preferred Stock be oÅered or sold, or be made the subject of

an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore

other than (i) to an institutional investor under Section 274 of the Securities and Futures Act,

35
Chapter 289 of Singapore (the ""SFA''), (ii) to a relevant person, or any person pursuant to

Section 275(1A), and in accordance with the conditions, speciÑed in Section 275 of the SFA or

(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision

of the SFA.

Where the Preferred Stock is subscribed or purchased under Section 275 by a relevant person

which is: (a) a corporation (which is not an accredited investor) the sole business of which is to

hold investments and the entire share capital of which is owned by one or more individuals, each of

whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor)

whose sole purpose is to hold investments and each beneÑciary is an accredited investor, shares,

debentures and units of shares and debentures of that corporation or the beneÑciaries' rights and

interest in that trust shall not be transferable for 6 months after that corporation or that trust has

acquired the Preferred Stock under Section 275 except: (1) to an institutional investor under

Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in

accordance with the conditions, speciÑed in Section 275 of the SFA; (2) where no consideration is

given for the transfer; or (3) by operation of law.

Lock-Up Agreement

For a period of 90 days after the date of this OÅering Circular, Freddie Mac has agreed not to,

without the prior written consent of Lehman Brothers Inc. and Goldman, Sachs & Co., directly or

indirectly, sell, oÅer to sell, grant any option for the sale of or otherwise dispose of, or enter into any

swap or any other agreement or any other transaction that transfers, in whole or in part, the

economic consequences of ownership of any common or preferred stock or any security convertible

into or exchangeable into or exercisable for stock in Freddie Mac (except for (i) the Preferred

Stock oÅered hereby or (ii) the issuance of shares of common stock pursuant to reservations,

agreements or compensation or beneÑt plans referred to in this OÅering Circular or the documents

incorporated by reference herein); provided, however, that Freddie Mac may, directly or indirectly,

sell, oÅer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any swap or

any other agreement or any other transaction that transfers, in whole or in part, the economic

consequences of ownership of, shares of any such stock or security within 90 days from the date of

this OÅering Circular without obtaining the prior written consent of Lehman Brothers Inc. and

Goldman, Sachs & Co. if (i) Freddie Mac is speciÑcally required to do so by OFHEO or by any law

speciÑcally requiring such sale, oÅer, grant or other disposition of Freddie Mac stock or securities

(each, a ""Mandatory Sale'') and (ii) prior to such Mandatory Sale and immediately upon receiving

notice that such Mandatory Sale would be required, Freddie Mac shall provide Lehman Brothers

Inc. and Goldman, Sachs & Co. with written notice setting out the details of such Mandatory Sale,

including the authority requiring the sale, the anticipated sale date, the amount, number and type of

shares involved, the type of oÅering and any other information deemed relevant by Freddie Mac.

IndemniÑcation

We and the Underwriters have agreed to indemnify each other against certain liabilities in

connection with the oÅering and sale of the Preferred Stock and to contribute to any payments that

the Underwriters may be required to make for these liabilities.

36
ConÖicts

Some of the Underwriters and dealers or their agents may engage in transactions with us and

perform services for us in the ordinary course of business.

RATINGS

We expect that Moody's will assign the Preferred Stock a rating of Aa3 and a rating outlook of

negative. An issue which is rated ""Aa'' is considered by Moody's to be ""of high quality'' and

""subject to very low credit risk.'' The numerical modiÑer ""3'' indicates that the issue ranks in the

lower end of the generic rating category of ""Aa.'' According to Moody's a ""rating outlook is an

opinion regarding the likely direction of a rating over the medium term.''

We expect that S&P will assign the Preferred Stock a rating of AA¿ and a rating outlook of

negative. An issue which is rated ""AA'' is considered by S&P to diÅer ""from the highest-rated

obligations only to a small degree.'' According to S&P, ""the obligor's capacity to meet its Ñnancial

commitment on the obligation is very strong.'' The modiÑer ""¿'' indicates that the issue ranks in the

lower end of the generic rating category ""AA.'' According to S&P, a ""rating outlook assesses the

potential direction of a long-term credit rating over the intermediate term (typically six months to

two years)''; a rating outlook of ""negative'' means that a rating may be lowered over this period.

We expect that Fitch will assign the Preferred Stock a rating of A°. An issue that is rated

""A°'' is considered by Fitch to be of ""high credit quality.'' According to Fitch, this rating indicates

that the ""capacity for payment of Ñnancial commitments is considered strong.'' The modiÑer of ""°''

indicates that the issue ranks at the higher end of the major rating category of ""A.''

A security rating is not a recommendation to buy, sell or hold securities and may be subject to

revision or withdrawal at any time by the assigning rating organization.

INDEPENDENT ACCOUNTANTS

The consolidated Ñnancial statements as of December 31, 2006 and December 31, 2005 and for

each of the three years in the period ended December 31, 2006, incorporated by reference into this

OÅering Circular, have been audited by PricewaterhouseCoopers LLP, independent accountants, as

stated in their report with respect thereto.

LEGAL MATTERS

Kevin I. MacKenzie, Esq., Vice President and Deputy General Counsel Ì Securities, will

render an opinion on the legality of the Preferred Stock. As of November 27, 2007, Mr. MacKenzie

beneÑcially owned less than 0.01% of the outstanding shares of Freddie Mac's common stock.

Shearman & Sterling LLP is special tax counsel to Freddie Mac on tax matters concerning the

Preferred Stock. Sidley Austin LLP is representing the Underwriters on legal matters concerning the

Preferred Stock.

37
Appendix A

FREDDIE MAC

CERTIFICATE OF CREATION, DESIGNATION, POWERS,

PREFERENCES, RIGHTS, PRIVILEGES, QUALIFICATIONS,

LIMITATIONS, RESTRICTIONS, TERMS AND CONDITIONS

of

FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK

(Par Value $1.00 Per Share)

I, KEVIN I. MACKENZIE, Assistant Secretary of the Federal Home Loan Mortgage

Corporation, a government-sponsored enterprise of the United States of America (""Freddie Mac''

or the ""Corporation''), do hereby certify that, pursuant to authority vested in the Board of Directors

of Freddie Mac by Section 306(f) of the Federal Home Loan Mortgage Corporation Act, as

amended (12 U.S.C. Û1455(f)), the Board of Directors adopted Resolution FHLMC 2007-27 on

November 26, 2007, which resolution is now, and at all times since such date has been, in full force

and eÅect, and that the Chairman and Chief Executive OÇcer, pursuant to the authority delegated

to him by such resolution, approved the Ñnal terms of the public issuance and sale of the preferred

stock of Freddie Mac designated above.

The Fixed-to-Floating Rate Non-Cumulative Preferred Stock shall have the following designation, powers, preferences, rights, privileges, qualiÑcations, limitations, restrictions, terms and

conditions:

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

The class of preferred stock of Freddie Mac created hereby (the ""Non-Cumulative Preferred

Stock'') shall be designated ""Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,''

shall have a par value of $1.00 per share and shall consist of 240,000,000 shares. The Board of

Directors shall be permitted to increase the authorized number of such shares at any time. The

Non-Cumulative Preferred Stock shall rank prior to the Voting Common Stock of Freddie Mac

(the ""Common Stock'') to the extent provided in this CertiÑcate and shall rank, as to both

dividends and distributions upon liquidation, on a parity with (a) the 6.55% Non-Cumulative

Preferred Stock issued on September 28, 2007, (b) the 6.02% Non-Cumulative Preferred Stock

issued on July 24, 2007, (c) the 5.66% Non-Cumulative Preferred Stock issued on April 16, 2007,

(d) the 5.57% Non-Cumulative Preferred Stock issued on January 16, 2007, (e) the 5.9% NonCumulative Preferred Stock issued on October 16, 2006, (f) the 6.42% Non-Cumulative Preferred

Stock issued on July 17, 2006, (g) the Variable Rate, Non-Cumulative Preferred Stock issued on

July 17, 2006, (h) the 5.81% Non-Cumulative Preferred Stock issued on January 29, 2002, (i) the

5.7% Non-Cumulative Preferred Stock issued on October 30, 2001, (j) the 6% Non-Cumulative

Preferred Stock issued on May 30, 2001, (k) the Variable Rate, Non-Cumulative Preferred Stock

issued on May 30, 2001 and June 1, 2001, (l) the 5.81% Non-Cumulative Preferred Stock issued on

March 23, 2001, (m) the Variable Rate, Non-Cumulative Preferred Stock issued on March 23,

2001, (n) the Variable Rate, Non-Cumulative Preferred Stock issued on January 26, 2001, (o) the

Variable Rate, Non-Cumulative Preferred Stock issued on November 5, 1999, (p) the 5.79% NonCumulative Preferred Stock issued on July 21, 1999, (q) the 5.1% Non-Cumulative Preferred Stock

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issued on March 19, 1999, (r) the 5.3% Non-Cumulative Preferred Stock issued on October 28,

1998, (s) the 5.1% Non-Cumulative Preferred Stock issued on September 23, 1998, (t) the

Variable Rate, Non-Cumulative Preferred Stock issued on September 23, 1998 and September 29,

1998, (u) the 5% Non-Cumulative Preferred Stock issued on March 23, 1998, (v) the 5.81% NonCumulative Preferred Stock issued on October 27, 1997, and (w) the Variable Rate, NonCumulative Preferred Stock issued on April 26, 1996 (collectively, the ""Existing Preferred Stock'').

2. Dividends

(a) For each Dividend Period from December 4, 2007 through December 31, 2012, holders of

outstanding shares of Non-Cumulative Preferred Stock shall be entitled to receive, ratably, when, as

and if declared by the Board of Directors, in its sole discretion, out of funds legally available

therefor, non-cumulative cash dividends at the annual rate of 8.375%, or $2.09375, per share of

Non-Cumulative Preferred Stock. Dividends on the Non-Cumulative Preferred Stock shall accrue

from but not including December 4, 2007 and will be payable when, as and if declared by the Board

of Directors quarterly on March 31, June 30, September 30 and December 31 of each year (each, a

""Dividend Payment Date''), commencing on March 31, 2008. If a Dividend Payment Date is not a

""Business Day,'' the related dividend will be paid not later than the next Business Day with the same

force and eÅect as though paid on the Dividend Payment Date, without any increase to account for

the period from such Dividend Payment Date through the date of actual payment. ""Business Day''

means a day other than (i) a Saturday or Sunday, (ii) a day on which New York City banks are

closed, or (iii) a day on which the oÇces of Freddie Mac are closed.

If declared, the initial dividend, which will be for the period from but not including

December 4, 2007 through and including March 31, 2008, will be $0.67465 per share. Thereafter,

through December 31, 2012, dividends will accrue from Dividend Period to Dividend Period at a

rate equal to 8.375% divided by four; the amount of dividends payable in respect of any shorter

period shall be computed on the basis of twelve 30-day months and a 360-day year. Except for the

initial Dividend Payment Date, the ""Dividend Period'' relating to a Dividend Payment Date will be

the period from but not including the preceding Dividend Payment Date through and including the

related Dividend Payment Date.

(b) For the Dividend Period beginning on January 1, 2013 and for each Dividend Period

thereafter, dividends will accrue from Dividend Period to Dividend Period at a variable per annum

rate equal to the higher of (x) the sum of 3-Month LIBOR (as deÑned in clause (b) below) and

4.16% and (y) 7.875% per annum, with the resulting dividend per share being rounded to the nearest

cent (with one-half cent being rounded up). Freddie Mac will calculate the dividend rate for each

Dividend Period on and after January 1, 2013 based on 3-Month LIBOR determined as of two

London Business Days (deÑned as any day, other than a Saturday or Sunday, on which banks are

open for business in London) prior to the Ñrst day of such Dividend Period (each, a ""LIBOR

Determination Date''). The amount of each dividend payable for any Dividend Period beginning on

or after January 1, 2013 shall be computed on the basis of the actual number of days elapsed during

such period and a 360-day year.

(c) Each such dividend shall be paid to the holders of record of outstanding shares of the NonCumulative Preferred Stock as they appear in the books and records of Freddie Mac on such record

date as shall be Ñxed in advance by the Board of Directors, not to be earlier than 45 days nor later

than 10 days preceding the applicable Dividend Payment Date. No dividends shall be declared or

A-2
paid or set apart for payment on the Common Stock or any other class or series of stock ranking

junior to or (except as hereinafter provided) on a parity with the Non-Cumulative Preferred Stock

with respect to the payment of dividends unless dividends have been declared and paid or set apart

(or ordered by the Board of Directors to be set apart) for payment on the outstanding NonCumulative Preferred Stock in respect of the then-current Dividend Period; provided, however, that

the foregoing dividend preference shall not be cumulative and shall not in any way create any claim

or right in favor of the holders of Non-Cumulative Preferred Stock in the event that Freddie Mac

shall not have declared or paid or set apart (or the Board of Directors shall not have ordered to be

set apart) dividends on the Non-Cumulative Preferred Stock in respect of any prior Dividend

Period. In the event that Freddie Mac shall not pay any one or more dividends or any part thereof on

the Non-Cumulative Preferred Stock, the holders of the Non-Cumulative Preferred Stock shall not

have any claim in respect of such non-payment so long as no dividend is paid on any junior or parity

stock in violation of the preceding sentence.

(d) ""3-Month LIBOR'' means, with respect to any Dividend Period beginning on or after

January 1, 2013 (in the following order of priority):

(i) the rate (expressed as a percentage per annum) for Eurodollar deposits having a threemonth maturity that appears on Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on

the related LIBOR Determination Date. ""Reuters Screen LIBOR01'' means the display

designated as ""Reuters Screen LIBOR01 Page'' or such other page as may replace Reuters

Screen LIBOR01 Page on that service or such other service or services as may be nominated by

the British Bankers' Association as the information vendor for the purpose of displaying

London interbank oÅered rates for Eurodollar deposits. If at least two rates appear on the

Reuters Screen LIBOR01, the rate on the LIBOR Determination Date will be the arithmetic

mean of such rates;

(ii) if such rate does not appear on Reuters Screen LIBOR01 as of 11:00 a.m. (London

time) on the related LIBOR Determination Date, Freddie Mac shall request the principal

London oÇces of four leading banks in the London interbank market to provide such banks'

oÅered quotations (expressed as percentages per annum) to prime banks in the London

interbank market for Eurodollar deposits having a three-month maturity as of 11:00 a.m.

(London time) on such LIBOR Determination Date. If at least two quotations are provided,

3-Month LIBOR shall be the arithmetic mean (if necessary rounded upwards to the nearest

whole multiple of 1/128 of 1%) of such quotations;

(iii) if fewer than two such quotations are provided as requested in clause (ii) above,

Freddie Mac shall request four major New York City banks to provide such banks' oÅered

quotations (expressed as percentages per annum) to leading European banks for loans in

Eurodollars as of 11:00 a.m. (New York time) on such LIBOR Determination Date. If at least

two such quotations are provided, 3-Month LIBOR will be the arithmetic mean (if necessary

rounded upwards to the nearest whole multiple of 1/128 of 1%) of such quotations; and

(iv) if fewer than two such quotations are provided as requested in clause (iii) above,

3-Month LIBOR shall be the 3-Month LIBOR determined with respect to the Dividend

Period immediately preceding such current Dividend Period. If the applicable Dividend Period

for which fewer than two such quotations are provided is the Dividend Period beginning on

January 1, 2013, then 3-Month LIBOR will be the rate for Eurodollar deposits having a threeA-3
month maturity that appeared, as of 11:00 a.m. (London time) on the most recent London

Business Day preceding the LIBOR Determination Date for which the rate was displayed on

Reuters Screen LIBOR01.

If the rate for Eurodollar deposits having a three-month maturity that initially appears on

Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the related LIBOR Determination

Date is superseded on Reuters Screen LIBOR01, by a corrected rate before 12:00 noon (London

time) on such LIBOR Determination Date, such corrected rate as so substituted on the applicable

page shall be the applicable 3-Month LIBOR for such LIBOR Determination Date. Freddie Mac

shall act as calculation agent for the determination of 3-Month LIBOR and the dividend rate. In the

absence of clear error, Freddie Mac's determination of 3-Month LIBOR and the dividend rate for

the applicable Dividend Period will be Ñnal and binding.

(e) Notwithstanding any other provision of this CertiÑcate, the Board of Directors, in its

discretion, may choose to pay dividends on the Non-Cumulative Preferred Stock without the

payment of any dividends on the Common Stock or any other class or series of stock from time to

time outstanding ranking junior to the Non-Cumulative Preferred Stock with respect to the

payment of dividends.

(f) No dividend shall be declared or paid or set apart for payment on any shares of the

Non-Cumulative Preferred Stock if at the same time any arrears or default exists in the payment of

dividends on any outstanding class or series of stock of Freddie Mac ranking prior to or (except as

provided herein) on a parity with the Non-Cumulative Preferred Stock with respect to the payment

of dividends. If and whenever dividends, having been declared, shall not have been paid in full, as

aforesaid, on shares of the Non-Cumulative Preferred Stock and on the shares of any other class or

series of stock of Freddie Mac ranking on a parity with the Non-Cumulative Preferred Stock with

respect to the payment of dividends, all such dividends that have been declared on shares of the

Non-Cumulative Preferred Stock and on the shares of any such other class or series shall be paid

pro rata, so that the respective amounts of dividends paid per share on the Non-Cumulative

Preferred Stock and on such other class or series shall in all cases bear to each other the same ratio

that the respective amounts of dividends declared but unpaid per share on the shares of the

Non-Cumulative Preferred Stock and on the shares of such other class or series bear to each other.

(g) Holders of shares of the Non-Cumulative Preferred Stock shall not be entitled to any

dividends, in cash or in property, other than as herein provided and shall not be entitled to interest,

or any sum in lieu of interest, on or in respect of any dividend payment.

3. Optional Redemption

(a) The Non-Cumulative Preferred Stock may not be redeemed prior to December 31, 2012.

Subject to the notice provisions set forth in Section 3(b) below and to any further limitations which

may be imposed by law, Freddie Mac may redeem the Non-Cumulative Preferred Stock, in whole

or in part, on December 31, 2012 and on each Ñfth anniversary thereafter, out of funds legally

available therefor, at the redemption price of $25.00 per share plus an amount, determined in

accordance with Section 2(a) above, equal to the amount of the dividend, if any, otherwise payable

for the Dividend Period that ends on the date of redemption, accrued through and including the date

of such redemption, whether or not declared. If less than all of the outstanding shares of the

Non-Cumulative Preferred Stock are to be redeemed, Freddie Mac shall select shares to be

redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as

A-4
nearly as possible) or by any other method which Freddie Mac in its sole discretion deems

equitable. If Freddie Mac redeems the Non-Cumulative Preferred Stock, the dividend that would

otherwise be payable for the Dividend Period ending on the date of redemption will be included in

the redemption price of the shares redeemed and will not be separately payable.

(b) In the event Freddie Mac shall redeem any or all of the Non-Cumulative Preferred Stock

as aforesaid, notice of such redemption shall be given by Freddie Mac by Ñrst class mail, postage

prepaid, mailed neither less than 30 nor more than 60 days prior to the redemption date, to each

holder of record of the shares of the Non-Cumulative Preferred Stock being redeemed, at such

holder's address as the same appears in the books and records of Freddie Mac. Each such notice

shall state the number of shares being redeemed, the redemption price, the redemption date and the

place at which such holder's certiÑcate(s) representing shares of the Non-Cumulative Preferred

Stock must be presented for cancellation or exchange, as the case may be, upon such redemption.

Failure to give notice, or any defect in the notice, to any holder of the Non-Cumulative Preferred

Stock shall not aÅect the validity of the proceedings for the redemption of shares of any other holder

of the Non-Cumulative Preferred Stock being redeemed.

(c) Notice having been mailed as aforesaid, from and after the redemption date speciÑed

therein and upon payment of the consideration set forth in Section 3(a) above, said shares of the

Non-Cumulative Preferred Stock shall no longer be deemed to be outstanding, and all rights of the

holders thereof as holders of the Non-Cumulative Preferred Stock shall cease, with respect to shares

so redeemed, other than the right to receive the redemption price for such redeemed shares.

(d) Any shares of the Non-Cumulative Preferred Stock which shall have been redeemed shall,

after such redemption, no longer have the status of authorized, issued or outstanding shares.

4. No Voting Rights

Except as set forth in Section 9(h) below, the shares of the Non-Cumulative Preferred Stock

shall not have any voting powers, either general or special.

5. No Conversion or Exchange Rights

The holders of shares of the Non-Cumulative Preferred Stock shall not have any right to

convert such shares into or exchange such shares for any other class or series of stock or obligations

of Freddie Mac.

6. No Preemptive Rights

No holder of the Non-Cumulative Preferred Stock shall as such holder have any preemptive

right to purchase or subscribe for any other shares, rights, options or other securities of any class of

Freddie Mac which at any time may be sold or oÅered for sale by Freddie Mac.

7. Liquidation Rights and Preference

(a) Except as otherwise set forth herein, upon the voluntary or involuntary dissolution,

liquidation or winding up of Freddie Mac, after payment of or provision for the liabilities of Freddie

Mac and the expenses of such dissolution, liquidation or winding up, the holders of the outstanding

shares of the Non-Cumulative Preferred Stock shall be entitled to receive out of the assets of

Freddie Mac available for distribution to stockholders, before any payment or distribution shall be

A-5
made on the Common Stock or any other class or series of stock of Freddie Mac ranking junior to

the Non-Cumulative Preferred Stock upon liquidation, the amount of $25.00 per share plus an

amount, determined in accordance with Section 2(a) above, equal to the dividend, if any, otherwise

payable for the then-current Dividend Period accrued through and including the date of payment in

respect of such dissolution, liquidation or winding up, and the holders of the outstanding shares of

any class or series of stock of Freddie Mac ranking on a parity with the Non-Cumulative Preferred

Stock upon liquidation shall be entitled to receive out of the assets of Freddie Mac available for

distribution to stockholders, before any such payment or distribution shall be made on the Common

Stock or any other class or series of stock of Freddie Mac ranking junior to the Non-Cumulative

Preferred Stock and to such parity stock upon liquidation, any corresponding preferential amount to

which the holders of such parity stock may, by the terms thereof, be entitled; provided, however,

that if the assets of Freddie Mac available for distribution to stockholders shall be insuÇcient for the

payment of the amount which the holders of the outstanding shares of the Non-Cumulative

Preferred Stock and the holders of the outstanding shares of such parity stock shall be entitled to

receive upon such dissolution, liquidation or winding up of Freddie Mac as aforesaid, then, subject

to paragraph (b) of this Section 7, all of the assets of Freddie Mac available for distribution to

stockholders shall be distributed to the holders of outstanding shares of the Non-Cumulative

Preferred Stock and to the holders of outstanding shares of such parity stock pro rata, so that the

amounts so distributed to holders of the Non-Cumulative Preferred Stock and to holders of such

classes or series of such parity stock, respectively, shall bear to each other the same ratio that the

respective distributive amounts to which they are so entitled bear to each other. After the payment

of the aforesaid amounts to which they are entitled, the holders of outstanding shares of the

Non-Cumulative Preferred Stock and the holders of outstanding shares of any such parity stock

shall not be entitled to any further participation in any distribution of assets of Freddie Mac.

(b) Notwithstanding the foregoing, upon the dissolution, liquidation or winding up of Freddie

Mac, the holders of shares of the Non-Cumulative Preferred Stock then outstanding shall not be

entitled to be paid any amounts to which such holders are entitled pursuant to paragraph (a) of this

Section 7 unless and until the holders of any classes or series of stock of Freddie Mac ranking prior

upon liquidation to the Non-Cumulative Preferred Stock shall have been paid all amounts to which

such classes or series are entitled pursuant to their respective terms.

(c) Neither the sale of all or substantially all of the property or business of Freddie Mac, nor

the merger, consolidation or combination of Freddie Mac into or with any other corporation or

entity, shall be deemed to be a dissolution, liquidation or winding up for the purpose of this

Section 7.

8. Additional Classes or Series of Stock

The Board of Directors shall have the right at any time in the future to authorize, create and

issue, by resolution or resolutions, one or more additional classes or series of stock of Freddie Mac,

and to determine and Ñx the distinguishing characteristics and the relative rights, preferences,

privileges and other terms of the shares thereof. Any such class or series of stock may rank prior to

or on a parity with or junior to the Non-Cumulative Preferred Stock as to dividends or upon

liquidation or otherwise.

A-6
9. Miscellaneous

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

(i) prior to the shares of the Non-Cumulative Preferred Stock, either as to dividends or

distributions upon liquidation, if the holders of such class or series shall be entitled to the

receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of

Freddie Mac, as the case may be, in preference or priority to the holders of shares of the

Non-Cumulative Preferred Stock;

(ii) on a parity with shares of the Non-Cumulative Preferred Stock, either as to dividends

or distributions upon liquidation, whether or not the dividend rates or amounts, dividend

payment dates or redemption or liquidation prices per share, if any, be diÅerent from those of

the Non-Cumulative Preferred Stock, if the holders of such class or series shall be entitled to

the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up

of Freddie Mac, as the case may be, in proportion to their respective dividend rates or amounts

or liquidation prices, without preference or priority, one over the other, as between the holders

of such class or series and the holders of shares of the Non-Cumulative Preferred Stock; and

(iii) junior to shares of the Non-Cumulative Preferred Stock, either as to dividends or

distributions upon liquidation, if such class or series shall be Common Stock, or if the holders

of shares of the Non-Cumulative Preferred Stock shall be entitled to receipt of dividends or of

amounts distributable upon dissolution, liquidation or winding up of Freddie Mac, as the case

may be, in preference or priority to the holders of shares of such class or series.

(b) Freddie Mac and any agent of Freddie Mac may deem and treat the holder of a share or

shares of Non-Cumulative Preferred Stock, as shown in Freddie Mac's books and records, as the

absolute owner of such share or shares of Non-Cumulative Preferred Stock for the purpose of

receiving payment of dividends in respect of such share or shares of Non-Cumulative Preferred

Stock and for all other purposes whatsoever, and neither Freddie Mac nor any agent of Freddie Mac

shall be aÅected by any notice to the contrary. All payments made to or upon the order of any such

person shall be valid and, to the extent of the sum or sums so paid, eÅectual to satisfy and discharge

liabilities for moneys payable by Freddie Mac on or with respect to any such share or shares of

Non-Cumulative Preferred Stock.

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

and non-assessable.

(d) The Non-Cumulative Preferred Stock shall be issued, and shall be transferable on the

books of Freddie Mac, only in whole shares, it being intended that no fractional interests in shares of

Non-Cumulative Preferred Stock shall be created or recognized by Freddie Mac.

(e) For purposes of this CertiÑcate, the term ""Freddie Mac'' means the Federal Home Loan

Mortgage Corporation and any successor thereto by operation of law or by reason of a merger,

consolidation or combination.

(f) This CertiÑcate and the respective rights and obligations of Freddie Mac and the holders of

the Non-Cumulative Preferred Stock with respect to such Non-Cumulative Preferred Stock shall be

construed in accordance with and governed by the laws of the United States, provided that the law

of the Commonwealth of Virginia shall serve as the federal rule of decision in all instances except

A-7
where such law is inconsistent with Freddie Mac's enabling legislation, its public purposes or any

provision of this CertiÑcate.

(g) Any notice, demand or other communication which by any provision of this CertiÑcate is

required or permitted to be given or served to or upon Freddie Mac shall be given or served in

writing addressed (unless and until another address shall be published by Freddie Mac) to Freddie

Mac, 8200 Jones Branch Drive, McLean, Virginia 22102, Attn: Vice President and Deputy General

Counsel Ì Securities. Such notice, demand or other communication to or upon Freddie Mac shall

be deemed to have been suÇciently given or made only upon actual receipt of a writing by Freddie

Mac. Any notice, demand or other communication which by any provision of this CertiÑcate is

required or permitted to be given or served by Freddie Mac hereunder may be given or served by

being deposited Ñrst class, postage prepaid, in the United States mail addressed (i) to the holder as

such holder's name and address may appear at such time in the books and records of Freddie Mac or

(ii) if to a person or entity other than a holder of record of the Non-Cumulative Preferred Stock, to

such person or entity at such address as appears to Freddie Mac to be appropriate at such time.

Such notice, demand or other communication shall be deemed to have been suÇciently given or

made, for all purposes, upon mailing.

(h) Freddie Mac, by or under the authority of the Board of Directors, may amend, alter,

supplement or repeal any provision of this CertiÑcate pursuant to the following terms and conditions:

(i) Without the consent of the holders of the Non-Cumulative Preferred Stock, Freddie

Mac may amend, alter, supplement or repeal any provision of this CertiÑcate to cure any

ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or

questions arising under this CertiÑcate, provided that such action shall not materially and

adversely aÅect the interests of the holders of the Non-Cumulative Preferred Stock.

(ii) The consent of the holders of at least 66 2/3% of all of the shares of the NonCumulative Preferred Stock at the time outstanding, given in person or by proxy, either in

writing or by a vote at a meeting called for the purpose at which the holders of shares of the

Non-Cumulative Preferred Stock shall vote together as a class, shall be necessary for

authorizing, eÅecting or validating the amendment, alteration, supplementation or repeal of the

provisions of this CertiÑcate if such amendment, alteration, supplementation or repeal would

materially and adversely aÅect the powers, preferences, rights, privileges, qualiÑcations,

limitations, restrictions, terms or conditions of the Non-Cumulative Preferred Stock. The

creation and issuance of any other class or series of stock, or the issuance of additional shares of

any existing class or series of stock of Freddie Mac (including the Non-Cumulative Preferred

Stock), whether ranking prior to, on a parity with or junior to the Non-Cumulative Preferred

Stock, shall not be deemed to constitute such an amendment, alteration, supplementation or

repeal.

(iii) Holders of the Non-Cumulative Preferred Stock shall be entitled to one vote per

share on matters on which their consent is required pursuant to subparagraph (ii) of this

paragraph (h). In connection with any meeting of such holders, the Board of Directors shall Ñx

a record date, neither earlier than 60 days nor later than 10 days prior to the date of such

meeting, and holders of record of shares of the Non-Cumulative Preferred Stock on such

record date shall be entitled to notice of and to vote at any such meeting and any adjournment.

A-8
The Board of Directors, or such person or persons as it may designate, may establish reasonable

rules and procedures as to the solicitation of the consent of holders of the Non-Cumulative

Preferred Stock at any such meeting or otherwise, which rules and procedures shall conform to

the requirements of any national securities exchange on which the Non-Cumulative Preferred

Stock may be listed at such time.

(i) RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF THE NON-CUMULATIVE PREFERRED STOCK BY OR ON BEHALF OF A HOLDER SHALL CONSTITUTE

THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER (AND ALL OTHERS HAVING

BENEFICIAL OWNERSHIP OF SUCH SHARE OR SHARES) OF ALL OF THE TERMS

AND PROVISIONS OF THIS CERTIFICATE. NO SIGNATURE OR OTHER FURTHER

MANIFESTATION OF ASSENT TO THE TERMS AND PROVISIONS OF THIS CERTIFICATE SHALL BE NECESSARY FOR ITS OPERATION OR EFFECT AS BETWEEN

FREDDIE MAC AND THE HOLDER (AND ALL SUCH OTHERS).

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of Freddie Mac this

4th day of December, 2007.

®Seal©

Kevin I. MacKenzie, Assistant Secretary

A-9
If you intend to purchase the Preferred Stock, you

should rely only on the information in this OÅer- 240,000,000 Shares

ing Circular, including the information in the

documents that we have incorporated by reference

herein. We have not authorized anyone to provide Freddie Mac

you with diÅerent information.

This OÅering Circular and the incorporated docu- Fixed-to-Floating Rate

ments may not be correct after their dates. Non-Cumulative

Perpetual Preferred Stock We are not oÅering the Preferred Stock in any (Liquidation Preference jurisdiction that prohibits its oÅer.

$25.00 Per Share)

TABLE OF CONTENTS

Description Page

Additional InformationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2 LEHMAN BROTHERS

Summary ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3

Forward-Looking Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏ 5 GOLDMAN, SACHS & CO. Freddie Mac ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8

Risk Factors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 9

Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 16

Capitalization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 16 BEAR, STEARNS & CO. INC. Selected Financial Data and Other

Operating Measures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 18

Recent DevelopmentsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 19

Description of the Preferred Stock ÏÏÏÏÏÏÏÏÏ 20 BANC OF AMERICA SECURITIES LLC

Regulatory Capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25 CITI

Certain U.S. Federal Income Tax CREDIT SUISSE

Consequences ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 28 DEUTSCHE BANK SECURITIES

Legal Investment Considerations ÏÏÏÏÏÏÏÏÏÏ 32 MORGAN STANLEY

Underwriting ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 33 UBS INVESTMENT BANK

Ratings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 37

Independent Accountants ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 37

Legal Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 37 November 29, 2007 Appendix A Ì CertiÑcate of Designation ÏÏÏ A-1