OFFERING CIRCULAR

20,000,000 Shares

6.55% Non-Cumulative

Perpetual Preferred Stock

Freddie Mac

Dividend Rate: 6.55%

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

December 31, 2007

Optional Redemption: On or after September 30, 2017

Liquidation Preference: $25 per share plus current dividends

Issue Date: September 28, 2007

Listing: New York Stock Exchange (pending)

An investment in the Preferred Stock involves risks. See Risk Factors beginning on page 5 of

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

page 69 of our Information Statement Supplement dated August 30, 2007. 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 ShareÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $25.00 $0.25 $24.75

TotalÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $500,000,000 $5,000,000 $495,000,000

(1) Plus any accrued dividends from September 28, 2007.

(2) Before deducting estimated expenses of $25,000.

Sole Book-Running Manager

Banc of America Securities LLC

Co-Managers

JPMorgan

FTN Financial Capital Markets

Bear, Stearns & Co. Inc.

Lehman Brothers

The date of this OÅering Circular is September 25, 2007.
In this OÅering Circular, we refer to the 6.55% 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 and September 19, 2007 (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 20,000,000 shares of Preferred Stock, each with a $25 per

share redemption price and liquidation preference.

Dividends ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 6.55% per annum. Dividends will accrue from but not

including the issue date.

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 the next

business day, beginning December 31, 2007.

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 Beginning on September 30, 2017 and at any time 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 in which the redemption date

falls, accrued through and including the redemption date,

whether or not declared. We will give notice of optional

redemption by mail to 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.

3
RatingsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The Preferred Stock has been rated Aa3 (stable) by

Moody's Investors Service, Inc. (""Moody's''), AA¿ (stable) by Standard & Poor's Ratings Services, a division of

The McGraw-Hill Companies, Inc. (""S&P'') and AA¿ by

Fitch Ratings (""Fitch''). See Ratings.

Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ We plan to use the net proceeds from the sale of the

Preferred Stock for general corporate purposes, including

the repayment of outstanding debt and the purchase of

residential mortgages or mortgage-related securities.

Transfer Agent, Dividend Disbursing

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

Exchange Listing ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ We have applied to list the Preferred Stock on the New

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

CUSIP Number ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 313400640

4
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 Information Statement

Supplement dated August 30, 2007 on page 69, as well as all other information contained or

incorporated by reference in this OÅering Circular, in evaluating an investment in the Preferred

Stock.

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

comparably captioned section in the Information Statement Supplement dated August 30, 2007

relating to our Ñnancial report for the three and six months ended June 30, 2007 (the ""August 30,

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

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

the comparably captioned section of the August 30, 2007 Information Statement Supplement.

Further, the OÇce of Federal Housing Enterprise Oversight (""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,

5
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 U.S. generally accepted

accounting principles (""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 August 30, 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 the comparably

captioned section in the August 30, 2007 Information Statement Supplement, we 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.

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. 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 in the comparably captioned section of the

August 30, 2007 Information Statement Supplement.

6
Market Uncertainty and Volatility May Adversely AÅect Our Business and Results of Operations

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

months of 2007. These deteriorating conditions resulted in a decrease in availability of corporate

credit and liquidity within the mortgage industry in the third quarter of 2007 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 through exposures in securities, loans,

derivatives and other mortgage commitments with our customers. 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.

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 six months ended June 30, 2007, more than

75 percent 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 ten

percent of our mortgage securitization volume for the six months ended June 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 these customers will deliver to us.

One of our customers, which accounted for more than ten percent of our mortgage purchase volume

for the six months ended June 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 eight percent of our guaranteed securitization volume for the six months

ended June 30, 2007, was acquired and the contract will not be renewed when it expires in the third

quarter of 2007. The mortgage industry has undergone signiÑcant consolidation and a decreasing

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

our major lenders 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 Risk Management Ì Credit Risks Ì Mortgage Credit Risk Ì Guidance

on Non-traditional Mortgage Product Risks and Subprime Mortgage Lending in the August 30,

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. Furthermore, in April 2007, we committed to purchase up to $20 billion

in new Ñxed-rate and hybrid adjustable rate mortgage products that will conform to our new

underwriting standards. In July 2007, we purchased approximately $106 million of these mortgage

products pursuant to this commitment.

7
These initiatives may also adversely aÅect our proÑtability or our ability to achieve our

aÅordable housing goals and subgoals.

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. We have

applied to list the Preferred Stock on the NYSE. There is no assurance that the Preferred Stock will

be approved for listing on the NYSE. However, even if the listing of the Preferred Stock is

approved, 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.

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.

8
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.

9
USE OF PROCEEDS

We plan to use the net proceeds from the sale of the Preferred Stock for general corporate

purposes, including the repayment of outstanding debt and the purchase of residential mortgages or

mortgage-related securities. The precise amounts and timing of the application of the proceeds will

depend on our capital and funding requirements.

We engage in Ñnancing transactions continuously. The amount and nature of these transactions

are dependent on a number of factors, including the volume of mortgage prepayments and

mortgages we purchase, as well as general market conditions.

CAPITALIZATION

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

‚ on an actual basis; and

‚ pro forma to give eÅect to the sale of our 6.02% Non-Cumulative Preferred Stock in July

2007 and the sale of the Preferred Stock oÅered by this OÅering Circular.

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 August 30, 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 June 30, 2007, our total capitalization will diÅer (perhaps substantially) from the Ñgures

contained in this capitalization table. See Risk Factors Ì We Continue to Experience Delays in Our

Financial Reporting.

10
June 30, 2007

Actual Pro Forma(1)

(dollars in millions)

Debt securities, net

Senior debt:

Due within one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $276,974 $276,974

Due after one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 478,295 478,295

Subordinated Borrowings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5,227 5,227

Total debt securities, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 760,496 760,496

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

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

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

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

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

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

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

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

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

Variable Rate, Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(13) ÏÏÏÏÏÏ 325 325

Variable Rate, Non-Cumulative Preferred Stock, $1.00 par value and $50.00 redemption value(14) ÏÏÏÏÏÏ 230 230

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

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

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

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

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

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

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

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

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

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

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

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

Common stock, $0.21 par value ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 152 152

Additional paid-in capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 954 944

Retained earnings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 32,064 32,064

Accumulated other comprehensive income (loss), net of taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (10,524) (10,524)

Treasury stock, at cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (3,945) (3,945)

Total stockholders' equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25,810 26,800

Total capitalization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $786,306 $787,296

(1) ""Pro Forma'' reÖects anticipated proceeds of $495 million from the issuance of 20 million shares of the Preferred Stock, and the

deduction of $25,000 in estimated transaction costs. The actual transaction costs may diÅer. ""Pro Forma'' also reÖects proceeds of

$495 million from the July 2007 issuance of 20 million shares of our 6.02% Non-Cumulative Preferred Stock and the deduction of

$150,000 in associated transaction costs, but does not reÖect any debt transactions since June 30, 2007 or any repurchases of

common stock since June 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.

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

August 30, 2007 Information Statement Supplement for further information about our debt

securities, subordinated borrowings and stockholders' equity.

11
SELECTED FINANCIAL DATA AND OTHER OPERATING MEASURES(1)

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 six months ended June 30, 2007 included in the August 30, 2007

Information Statement Supplement.

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

any date after June 30, 2007, our Ñnancial information may diÅer (perhaps substantially) from the

data contained in this table. See Risk Factors 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 Six

Months Ended June 30, At or for the Year Ended December 31,

2007 2006 2006 2005 2004 2003 2002

(unaudited) (dollars in millions, except share-related amounts)

Income Statement Data

Net interest income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 1,951 $ 2,303 $ 4,235 $ 5,370 $ 9,137 $ 9,498 $ 9,525

Non-interest income (loss) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 728 2,326 915 199 (3,039) (244) 7,154

Net income before cumulative eÅect of changes in

accounting principles ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 553 3,406 2,211 2,189 2,937 4,816 10,090

Cumulative eÅect of changes in accounting

principles, net of taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì Ì (59) Ì Ì Ì

Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 553 3,406 2,211 2,130 2,937 4,816 10,090

Net income available to common stockholders ÏÏÏÏÏÏ $ 362 $ 3,284 $ 1,936 $ 1,907 $ 2,727 $ 4,600 $ 9,851

Earnings per common share before cumulative eÅect

of changes in accounting principles:

BasicÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 0.55 $ 4.74 $ 2.84 $ 2.84 $ 3.96 $ 6.69 $ 14.22

Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.55 4.73 2.84 2.83 3.94 6.68 14.17

Earnings per common share after cumulative eÅect

of changes in accounting principles:

BasicÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 0.55 $ 4.74 $ 2.84 $ 2.76 $ 3.96 $ 6.69 $ 14.22

Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.55 4.73 2.84 2.75 3.94 6.68 14.17

Dividends per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 1.00 $ 0.94 $ 1.91 $ 1.52 $ 1.20 $ 1.04 $ 0.88

Weighted average common shares outstanding (in

thousands):

BasicÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 657,103 692,290 680,856 691,582 689,282 687,094 692,727

Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 659,365 693,755 682,664 693,511 691,521 688,675 695,116

Balance Sheet Data

Total assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 821,673 $ 855,654 $ 813,081 $ 806,222 $ 795,284 $ 803,449 $ 752,249

Senior debt due within one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 276,974 306,328 294,861 288,532 282,303 295,262 244,429

Senior debt due after one year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 478,295 488,227 452,677 454,627 443,772 438,738 415,662

Subordinated debt due after one yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5,227 6,879 6,400 5,633 5,622 5,613 5,605

Miscellaneous liabilities(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 35,085 29,739 30,326 29,290 30,662 30,420 52,914

Minority interests in consolidated subsidiariesÏÏÏÏÏÏÏ 282 746 516 949 1,509 1,929 2,309

Stockholders' equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25,810 23,735 28,301 27,191 31,416 31,487 31,330

Ratios

Return on average assets(3) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 0.1% 0.8% 0.3% 0.3% 0.4% 0.6% 1.4%

Return on common equity(4) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3.5 31.5 8.6 7.7 10.2 17.2 47.2

Return on total equity(5) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4.1 26.8 8.0 7.3 9.3 15.3 39.6

Dividend payout ratio on common stock(6) ÏÏÏÏÏÏÏÏÏ 183.1 20.0 67.7 56.4 30.7 15.6 6.2

Equity to assets ratio(7) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3.3 3.1 3.4 3.7 3.9 4.0 3.7

(1) EÅective January 1, 2007, we adopted Financial Accounting Standards Board, or FASB, Statement of Financial Accounting Standards

No. 155, ""Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140,'' or SFAS 155, and

FASB Interpretation No. 48, ""Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,'' or FIN 48. See

""SELECTED FINANCIAL DATA'' in the Information Statement for information regarding accounting changes impacting periods prior to January 1, 2007.

(2) Includes: (a) Due to Participation CertiÑcate investors; (b) Accrued interest payable; (c) Guarantee obligation; (d) Derivative liabilities, at

fair value; (e) Reserve for guarantee losses on Participation CertiÑcates; and (f) Other liabilities, as presented on our consolidated balance

sheets.

(3) Year-to-date computations are computed as annualized year-to-date Net income divided by the simple average of the beginning and ending

balances of Total assets.

(4) Year-to-date computations are computed as annualized year-to-date Net income 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).

(5) Year-to-date computations are computed as annualized year-to-date Net income divided by the simple average of the beginning and ending

balances of Stockholders' equity.

(6) 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.

(7) 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.

12
REGULATION AND GOVERNMENTAL RELATIONSHIPS

We face a highly uncertain regulatory environment in light of government-sponsored enterprise

(""GSE'') regulatory oversight legislation currently under consideration in Congress. We generate a

signiÑcant portion of our net income through our Retained portfolio. Currently, we have in place a

voluntary temporary growth limit on our Retained portfolio. See Risk Factors Ì We Have Material

Weaknesses and Other DeÑciencies in Our Internal Controls above for more information regarding

this growth limit. 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 or content of any Ñnal legislation. 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 PREFERRED STOCK

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

Appendix A. 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 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

13
accrue 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 December 31, 2007. Dividends on shares of the Preferred Stock will accrue at an

annual rate of 6.55% or $1.6375 per share. 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.

If declared, the initial dividend, which will be for the period from but not including the original

date of issuance through and including December 31, 2007, will be $0.41847 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.

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 by dividing the

annual dividend by four. If we redeem the Preferred Stock, we will include the dividend that would

otherwise be payable for the Dividend Period in which the redemption date falls, 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.

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.

Preferences and Limitations

The Preferred Stock will rank prior to our Common Stock with respect to 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 other currently outstanding shares of

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

Designation and in the Capitalization Table on page 11 of 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

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.

14
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 $5.1 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 before September 30, 2017. At any time on or after

that date, 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 in which the redemption date falls, 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.

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.

15
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 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 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

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 or 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

16
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 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

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.

17
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.

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.

18
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):

June 30, December 31,

2007 2006

(in millions)

Minimum capital requirement ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $26,580 $25,844

Core capitalÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36,334 36,170

Minimum capital surplusÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 9,754 10,326

Critical capital requirementÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $13,637 $13,237

Core capitalÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36,334 36,170

Critical capital surplusÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 22,697 22,933

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

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

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

Minimum capital requirement plus 30% add-onÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $34,555 $33,597

Core capitalÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36,334 36,170

Surplus ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1,779 2,573

(1) OFHEO is the authoritative source of the capital calculations that underlie our capital classiÑcations. The values for June 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 the three months ended

June 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 August 30, 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.

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.

19
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 a U.S. person (as deÑned below) 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 a U.S. person in light of its particular circumstances or to U.S. persons 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, U.S. persons holding the Preferred Stock as part of

a hedging transaction, straddle, conversion transaction or synthetic security transaction, U.S. persons

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

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

20
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.

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 of a depository institution

attributable to deposits received in the ordinary course of its business is not treated as indebtedness

directly attributable to an investment in the Preferred Stock.

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.

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

21
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 substantially 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 aggregate 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.

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.

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.

22
Individuals generally are not exempt recipients, whereas corporations and certain other entities

generally are exempt recipients.

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.

UNDERWRITING

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 Banc of America

Securities LLC is acting as representative, have severally agreed to purchase from us, the shares of

Preferred Stock opposite their names.

Number of Shares

Underwriter of Preferred Stock

Banc of America Securities LLCÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 17,400,000

J.P. Morgan Securities Inc.ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1,000,000

First Tennessee Bank National Association ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 800,000

Bear, Stearns & Co. Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 400,000

Lehman Brothers Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 400,000

Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 20,000,000

The Underwriting Agreement requires the Underwriters to take and pay for all of the shares of

Preferred Stock, if any are taken.

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 September 28, 2007, and a portion to certain dealers at that price less a

concession of not more than $0.15 per share. The Underwriters may allow, and the dealers may

23
reallow, a concession of not more than $0.10 per share on sales to certain brokers and dealers. After

the initial oÅering of the shares, the Underwriters may vary the oÅering price and other selling

terms.

Until this oÅering, there has been no public market for the Preferred Stock. We have applied to

list the Preferred Stock 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. There is no assurance that the Preferred Stock will be

approved for listing on the NYSE.

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

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.

We and the Underwriters have agreed to indemnify each other against certain liabilities in

connection with the oÅering and sale of the Preferred Stock.

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

Moody's has assigned the Preferred Stock a rating of Aa3 and a rating outlook of stable. 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.''

S&P has assigned the Preferred Stock a rating of AA¿ and a rating outlook of stable. 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 ""stable'' means that a rating is not likely to change over this period.

24
Fitch has assigned the Preferred Stock a rating of AA¿. An issue which is rated ""AA'' is

considered by Fitch to be of ""very high credit quality.'' According to Fitch, this rating indicates a

""very strong capacity for payment of Ñnancial commitments.'' The modiÑer ""¿'' indicates that the

issue ranks in the lower end of the generic rating category ""AA.''

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 September 24, 2007, Mr. MacKenzie

was the beneÑcial owner of 26,112 shares of Common Stock, 11,136 of which were unvested, and

options covering an additional 15,530 shares of Common Stock, 2,346 of which were unvested.

Sidley Austin LLP is representing the Underwriters on legal matters concerning the Preferred Stock.

25
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, among other things, our current expectations and objectives for Ñnancial reporting, remediation

eÅorts, future business plans, market conditions, market share, credit losses, prepayments, results of

operations and Ñnancial condition (on both a GAAP and fair value basis), and market trends and

developments. Forward-looking statements are often accompanied by, and identiÑed with, terms

such as ""predict,'' ""intent,'' ""indicator,'' ""trend,'' ""assumptions,'' ""judgments,'' ""models,'' ""developments,'' ""implies,'' ""evolve,'' ""maintain,'' ""opportunities,'' ""in the process of,'' ""estimates,'' ""continue,'' ""promote,'' ""aÅect,'' ""enable,'' ""currently,'' ""remain,'' ""anticipate,'' ""initiative,'' ""ongoing,''

""believe,'' ""expect,'' ""plan,'' ""targeted,'' ""depend,'' ""proposed,'' ""projections,'' ""forecasts,'' ""outlook,'' ""over time,'' ""future,'' ""seek,'' ""potential,'' ""objective,'' ""long-term,'' ""ultimately,'' ""goal,''

""will,'' ""may,'' ""might,'' ""should,'' ""can,'' ""could,'' ""would,'' ""likely,'' ""typically,'' ""generally,''

""new,'' ""uncertain'' and similar phrases. This OÅering Circular includes forward-looking statements.

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

information, plans, assumptions, judgments, 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 contained in this OÅering

Circular, the Information Statement and 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 connection with any forwardlooking statements contained herein. 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 those factors described in the Risk Factors section of this OÅering Circular and the

comparably captioned sections in the Information Statement and the August 30, 2007 Information

Statement Supplement incorporated by reference herein. Factors that could cause actual results to

diÅer materially from the expectations expressed in these and other forward-looking statements by

management include, among others:

‚ our ability to eÅectively identify, assess, 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;

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

subprime market or non-traditional mortgage product markets or enactment of 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 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;

‚ 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;

26
‚ 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;

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

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

environment;

‚ 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;

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

business activities, including our Retained portfolio;

‚ 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;

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

mortgage-related products;

‚ preferences of originators in selling into the secondary market;

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

‚ 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;

27
‚ other factors and assumptions described in the Information Statement or the August 30,

2007 Information Statement Supplement, including in Management's Discussion and Analysis of Financial Condition and Results of Operations;

‚ 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.

28
Appendix A

FREDDIE MAC

CERTIFICATE OF CREATION, DESIGNATION, POWERS,

PREFERENCES, RIGHTS, PRIVILEGES, QUALIFICATIONS,

LIMITATIONS, RESTRICTIONS, TERMS AND CONDITIONS

of

6.55% 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 2007-25 on

September 7, 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 resolutions, approved the Ñnal terms of the public issuance and sale of the preferred

stock of Freddie Mac designated above.

The 6.55% 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 ""6.55% Non-Cumulative Perpetual Preferred Stock,'' shall have a par

value of $1.00 per share and shall consist of 20,000,000 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, both as to dividends and

distributions upon liquidation, on a parity with (a) the 6.02% Non-Cumulative Preferred Stock

issued on July 24, 2007, (b) the 5.66% Non-Cumulative Preferred Stock issued on April 16, 2007,

(c) the 5.57% Non-Cumulative Preferred Stock issued on January 16, 2007, (d) the 5.9% NonCumulative Preferred Stock issued on October 16, 2006, (e) the 6.42% Non-Cumulative Preferred

Stock issued on July 17, 2006, (f) the Variable Rate, Non-Cumulative Preferred Stock issued on

July 17, 2006, (g) the 5.81% Non-Cumulative Preferred Stock issued on January 29, 2002, (h) the

5.7% Non-Cumulative Preferred Stock issued on October 30, 2001, (i) the 6% Non-Cumulative

Preferred Stock issued on May 30, 2001, (j) the Variable Rate, Non-Cumulative Preferred Stock

issued on May 30, 2001 and June 1, 2001, (k) the 5.81% Non-Cumulative Preferred Stock issued on

March 23, 2001, (l) the Variable Rate, Non-Cumulative Preferred Stock issued on March 23, 2001,

(m) the Variable Rate, Non-Cumulative Preferred Stock issued on January 26, 2001, (n) the

Variable Rate, Non-Cumulative Preferred Stock issued on November 5, 1999, (o) the 5.79% NonCumulative Preferred Stock issued on July 21, 1999, (p) the 5.1% Non-Cumulative Preferred Stock

issued on March 19, 1999, (q) the 5.3% Non-Cumulative Preferred Stock issued on October 28,

1998, (r) the 5.1% Non-Cumulative Preferred Stock issued on September 23, 1998, (s) the

A-1
Variable Rate, Non-Cumulative Preferred Stock issued on September 23, 1998 and September 29,

1998, (t) the 5% Non-Cumulative Preferred Stock issued on March 23, 1998, (u) the 5.81% NonCumulative Preferred Stock issued on October 27, 1997 and (v) the Variable Rate, NonCumulative Preferred Stock issued on April 26, 1996 (collectively, the ""Existing Preferred Stock'').

2. Dividends

(a) Holders of outstanding shares of Non-Cumulative Preferred Stock shall be entitled to

receive, ratably, when, as and if declared by the Board of Directors, in its sole discretion, out of

funds legally available therefor, non-cumulative cash dividends at the annual rate of 6.55%, or

$1.6375, per share of Non-Cumulative Preferred Stock. Dividends on the Non-Cumulative

Preferred Stock shall accrue from but not including September 28, 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 December 31,

2007. If a Dividend Payment Date is not a ""Business Day,'' the related dividend shall 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 (c) 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

September 28, 2007 through and including December 31, 2007, will be $0.41847 per share.

Thereafter, dividends will accrue from Dividend Period to Dividend Period at a rate equal to 6.55%

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.

Each such dividend shall be paid to the holders of record of outstanding shares of the

Non-Cumulative Preferred Stock as they appear in the books and records of Freddie Mac on such

record date as shall be 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 paid or set apart for payment on the Common Stock or any other class or series of stock ranking

junior to or (except as hereinafter provided) on a parity with the Non-Cumulative Preferred Stock

with respect to the payment of dividends unless dividends have been declared and paid or set apart

(or ordered by the Board of Directors to be set apart) for payment on the outstanding

Non-Cumulative Preferred Stock in respect of the then-current Dividend Period; provided, however,

that the foregoing dividend preference shall not be cumulative and shall not in any way create any

claim or right in favor of the holders of Non-Cumulative Preferred Stock in the event that Freddie

Mac shall not have declared or paid or set apart (or the Board of Directors shall not have ordered to

be set apart) dividends on the Non-Cumulative Preferred Stock in respect of any prior Dividend

Period. In the event that Freddie Mac shall not pay any one or more dividends or any part thereof on

the Non-Cumulative Preferred Stock, the holders of the Non-Cumulative Preferred Stock shall not

have any claim in respect of such non-payment so long as no dividend is paid on any junior or parity

stock in violation of the preceding sentence.

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(b) 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.

(c) 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.

(d) Holders of shares of the Non-Cumulative Preferred Stock shall not be entitled to any

dividends, in cash or in property, other than as herein provided and shall not be entitled to interest,

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

3. Optional Redemption

(a) The Non-Cumulative Preferred Stock shall not be redeemable prior to September 30,

2017. Subject to this limitation and the notice provisions set forth in Section 3(b) below and to any

further limitations which may be imposed by law, Freddie Mac may redeem the Non-Cumulative

Preferred Stock, in whole or in part, at any time or from time to time, out of funds legally available

therefor, at the redemption price of $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 thencurrent Dividend Period accrued through and including the date of such redemption, whether or not

declared. If less than all of the outstanding shares of the Non-Cumulative Preferred Stock are to be

redeemed, Freddie Mac shall select shares to be redeemed from the outstanding shares not

previously called for redemption by lot or pro rata (as nearly as possible) or by any other method

which Freddie Mac in its sole discretion deems equitable. If Freddie Mac redeems the NonCumulative 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

A-3
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

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

A-4
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.

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

A-5
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

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.

A-6
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.

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.

A-7
(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

28th day of September, 2007.

®Seal©

Kevin I. MacKenzie, Assistant Secretary

A-8
If you intend to purchase the Preferred Stock, you

should rely only on the information in this OÅer- 20,000,000 Shares

ing Circular, including the information in the

documents that we have incorporated by reference

herein. We have not authorized anyone to provide

you with diÅerent information. Freddie Mac

This OÅering Circular and the incorporated documents may not be correct after their dates. 6.55% Non-Cumulative

Perpetual Preferred Stock We are not oÅering the Preferred Stock in any

jurisdiction that prohibits its oÅer. (Liquidation Preference

$25.00 Per Share)

TABLE OF CONTENTS

Description Page

Additional InformationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2

Summary ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3

Risk Factors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5

Freddie Mac ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8

Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 10 Banc of America

Capitalization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 10 Securities LLC Selected Financial Data and Other

Operating Measures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12

Regulation and Governmental JPMorgan Relationships ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 13 FTN Financial Capital Markets Description of Preferred Stock ÏÏÏÏÏÏÏÏÏÏÏÏ 13 Bear, Stearns & Co. Inc.

Regulatory Capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 17 Lehman Brothers

Certain U.S. Federal Income Tax

Consequences ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 20

Legal Investment Considerations ÏÏÏÏÏÏÏÏÏÏ 23

Underwriting ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 23

Ratings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 24

Independent Accountants ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25 September 25, 2007 Legal Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25

Forward-Looking Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏ 26

Appendix A Ì CertiÑcate of Designation ÏÏÏ A-1