0001026214-08-000016 Sample Contracts

PC MASTER TRUST AGREEMENT
Pc Master Trust Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

THIS PC MASTER TRUST AGREEMENT is entered into as of March 17, 2008, by and among Freddie Mac in its corporate capacity as Depositor, Administrator and Guarantor, Freddie Mac in its capacity as Trustee, and the Holders of the PCs offered from time to time pursuant to Freddie Mac’s Offering Circular referred to herein.

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FEDERAL HOME LOAN MORTGAGE CORPORATION GLOBAL DEBT FACILITY AGREEMENT
Global Debt Facility Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

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

RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT
Restrictive Covenant and Confidentiality Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

In exchange for the mutual promises and consideration set forth below, this Restrictive Covenant and Confidentiality Agreement (“Agreement”) is entered into by and between the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “Company”) and Patricia L. Cook (“Executive”), effective as of this 15th day of June, 2004.

FEDERAL HOME LOAN MORTGAGE CORPORATION DIRECTOR’S NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

NONQUALIFIED STOCK OPTION AGREEMENT between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (the “Grantee”), pursuant to the Federal Home Loan Mortgage Corporation 1995 Directors’ Stock Compensation Plan, as amended and restated effective May 14, 1998, and as may be subsequently amended (the “Plan”):

FEDERAL HOME LOAN MORTGAGE CORPORATION PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT
Performance Restricted Stock Units Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

This PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT is dated (the “Grant Date”) by and between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (the “Grantee”), pursuant to the Federal Home Loan Mortgage Corporation 2004 Stock Compensation Plan (the “Plan”).

FEDERAL HOME LOAN MORTGAGE CORPORATION RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

This RESTRICTED STOCK UNITS AGREEMENT is dated (the “Grant Date”) by and between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (the “Grantee”), pursuant to the Federal Home Loan Mortgage Corporation 2004 Stock Compensation Plan (the “Plan”).

FEDERAL HOME LOAN MORTGAGE CORPORATION EMPLOYMENT AGREEMENT WITH EUGENE M. McQUADE
Federal Home Loan Mortgage Corp • July 18th, 2008 • Federal & federally-sponsored credit agencies • Virginia

This Agreement provides the terms and conditions of the employment of Eugene M. McQuade (“Executive”) as President and Chief Operating Officer of the Federal Home Loan Mortgage Corporation, a government-sponsored enterprise created pursuant to the Federal Home Loan Mortgage Corporation Act (Title III of the Emergency Home Finance Act of 1970, as amended) (“Freddie Mac”).

FEDERAL HOME LOAN MORTGAGE CORPORATION DIRECTOR’S RESTRICTED STOCK UNITS AGREEMENT (“AGREEMENT”)
Federal Home Loan Mortgage • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

This Agreement dated July 15, 2005 (the “Date of Grant”), by and between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (“Director”).

FEDERAL HOME LOAN MORTGAGE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Federal Home Loan Mortgage Corporation Nonqualified Stock Option Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

This NONQUALIFIED STOCK OPTION AGREEMENT is dated (the “Grant Date”) by and between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (“Grantee”), pursuant to the Federal Home Loan Mortgage Corporation 2004 Stock Compensation Plan (the “Plan”).

RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT
Restrictive Covenant and Confidentiality Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

In exchange for the mutual promises and consideration set forth below, this Restrictive Covenant and Confidentiality Agreement (“Agreement”) is entered into by and between the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “Company”) and Michael May (“Executive”), effective as of this 14th day of March, 2001.

Freddie Mac letterhead]
Employment Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

This letter supplements the Employment Agreement you entered into with us on December 5, 2003 (the “Employment Agreement”). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement.

FEDERAL HOME LOAN MORTGAGE CORPORATION DIRECTOR’S RESTRICTED STOCK UNITS AGREEMENT (“AGREEMENT”)
Federal Home Loan Mortgage • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

This Agreement is dated June 8, 2007 (the “Date of Grant”), by and between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (“Director”).

THIRD AMENDMENT TO OFFICE LEASE
Office Lease • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of the 20th day of December, 1995, by and between WEST*MAC Associates Limited Partnership, a Virginia limited partnership (hereinafter called “Landlord”), and the Federal Home Loan Mortgage Corporation, a federally chartered corporation (hereinafter called “Tenant”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

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

Date October 14, 2006 From Paul G. George Subject Employment Agreement To Anthony S. Piszel
Federal Home Loan Mortgage Corp • July 18th, 2008 • Federal & federally-sponsored credit agencies • Virginia

This agreement sets forth Freddie Mac’s agreement to employ you pursuant to the terms and conditions set forth herein (“Agreement). Your employment with Freddie Mac will begin no later than November 15, 2006. The actual start date is referred to as the “Employment Date.”

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

THIS FIRST AMENDMENT TO OFFICE LEASE is made and entered into as of the 15th day of December, 1990, by and between West*Mac Associates Limited Partnership, a Virginia limited partnership, hereinafter called “Landlord,” and The Federal Home Loan Mortgage Corporation, a federally-chartered corporation, hereinafter called “Tenant.”

Freddie Mac letterhead]
Federal Home Loan Mortgage Corp • July 18th, 2008 • Federal & federally-sponsored credit agencies

As additional consideration for your acceptance of Freddie Mac’s offer of employment as set forth in your July 24, 2007 offer letter, Freddie Mac has agreed to pay you a cash sign-on payment in the amount of $550,000 minus appropriate lawful deductions. You will receive this payment within thirty (30) days of your actual start date.

Amendment Extending the Employment Agreement Between Federal Home Loan
Federal Home Loan Mortgage Corp • July 18th, 2008 • Federal & federally-sponsored credit agencies

WHEREAS, the Federal Home Loan Mortgage Corporation, a government-sponsored enterprise created pursuant to the Federal Home Loan Corporation Act (Title III of the Emergency Home Finance Act of 1970, as amended) (“Freddie Mac” or “Company”) entered into an employment agreement with Richard F. Syron ( the “Executive”) dated December 3, 2003 for a period of five (5) years to end on December 31, 2008 (the “Original Employment Agreement”), with the expectation that Executive would transition his role as Chief Executive Officer to a successor Chief Executive Officer of Freddie Mac during that period:

FEDERAL HOME LOAN MORTGAGE CORPORATION DIRECTORS NONQUALIFIED STOCK OPTION AGREEMENT
Federal Home Loan Mortgage Corporation Directors Nonqualified Stock Option Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

This NONQUALIFIED STOCK OPTION AGREEMENT is dated September 8, 2006 (the “Grant Date”) between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (the “Grantee”), pursuant to the Federal Home Loan Mortgage Corporation 1995 Directors’ Stock Compensation Plan, as amended and restated effective May 14, 1998, and as may be subsequently amended (the “Plan”):

FEDERAL HOME LOAN MORTGAGE CORPORATION RESTRICTED STOCK UNITS AGREEMENT
Federal Home Loan Mortgage Corporation Restricted Stock Units Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

This Agreement dated , 2004 (“Grant Date”) by and between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (“Grantee”).

OFFICE LEASE between WEST*MAC ASSOCIATES LIMITED PARTNERSHIP Landlord and THE FEDERAL HOME LOAN MORTGAGE CORPORATION Tenant
Office Lease • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

THIS LEASE is made and entered into on this 22nd day of December, 1986, by and between West*Mac Associates Limited Partnership, a Virginia limited partnership, hereinafter called “Landlord”, and The Federal Home Loan Mortgage Corporation, a federally chartered corporation hereinafter called “Tenant”.

FEDERAL HOME LOAN MORTGAGE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Federal Home Loan Mortgage Corporation Nonqualified Stock Option Agreement • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies • Virginia

NONQUALIFIED STOCK OPTION AGREEMENT is dated , 2004 (“Grant Date”) by and between the Federal Home Loan Mortgage Corporation (the “Corporation”) and (the “Grantee”), pursuant to the Federal Home Loan Mortgage Corporation 1995 Stock Compensation Plan (the “Plan”):

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Freddie Mac letterhead]
Federal Home Loan Mortgage Corp • July 18th, 2008 • Federal & federally-sponsored credit agencies

This letter confirms the agreement between you and Freddie Mac to modify the second and third full paragraphs of Section V, captioned “Employment-At-Will; Termination of Employment Payment,” of your July 8, 2004 offer letter in order to add the text in bold font as follows:

SECOND AMENDMENT TO OFFICE LEASE
Office Lease • July 18th, 2008 • Federal Home Loan Mortgage Corp • Federal & federally-sponsored credit agencies

THIS SECOND AMENDMENT TO OFFICE LEASE is made and entered into as of the 30th day of August, 1992, by and between WEST*MAC Associates Limited Partnership, a Virginia limited partnership (hereinafter called “Landlord”), and the Federal Home Loan Mortgage Corporation, a federally chartered corporation (hereinafter called “Tenant”).

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