FREDDIE MAC 2009 LONG-TERM INCENTIVE GRANT AGREEMENT

(b)  Based on the Performance Multiplier approved by the Committee, the actual dollar amount of the Grant paid to Grantee for performance during the Performance Period shall be between 0% and 120% of the Grant.

(c)  The amount to be paid to Grantee shall be determined by the Performance Multiplier, subject to any further determinations by FHFA as provided under Paragraph 11 below and, except as set forth in Sections 8(b) or 8(c), is conditioned on the Grantee’s continued employment through the actual payment date.

6.   Timing of Payment.   A vested Grant shall be paid into your Fidelity brokerage account no later than the Payment Date specified in Exhibit A.

7.   Form of Payment.   A Grant paid will be paid in the form of Cash, less taxes required by law to be withheld.

8.   Treatment of Grant Upon Termination of Employment.

(a)  Grantee’s Death and Long-Term Disability: If Grantee’s employment is terminated due to either death or long-term disability (as defined under Freddie Mac’s long-term disability plan):

(b)  Grantee’s Retirement: If Grantee terminates employment due to retirement (defined as either (y) age/years of service of 62/5 or (z) sum of age and years of service equal no less than 70, with minimum age of 55), then: (i) any vested but unpaid portion of the Grant shall be paid at the same time and on the same terms as payments made to other Grantees for such Performance Period; and (ii) any unvested portion of the Grant shall be paid (at the same time and on the same terms as payments made to other Grantees) and shall be prorated based on the following methodology:

(c)  Grantee’s All Other Terminations: If Grantee’s employment terminates for any reason other than Death, Long-Term Disability, or Retirement, any unvested portion of the award will be forfeited.

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9.   Additional Forfeiture Event and Grantee’s Repayment Obligation.

(a)  Upon a “Forfeiture Event” (as defined below): (i) any unvested portion of a Grant and any vested but unpaid portion of a Grant will be cancelled and the Grantee shall forfeit any payment that otherwise would have been made to Grantee and (ii) Grantee shall immediately repay Freddie Mac the gross dollar value of any Grant or portion of any Grant made to Grantee within 12 months prior to the Forfeiture Event.

(b)  “Forfeiture Event” shall mean the Grantee directly or indirectly seeking or accepting employment with, or providing professional services to, a “Competitor” in violation of any restrictive covenant agreement between the Grantee and Freddie Mac in effect as of the Grant Date.

(c)  The non-occurrence of the Forfeiture Event set forth herein is a condition of Grantee’s right to realize and retain value from the Grant, and shall remain a condition regardless of any subsequent change to or termination of such other agreement referenced herein, or any challenge to the consequences hereunder arising from Grantee’s activities giving rise to any Forfeiture Event specified in this Paragraph 9.

10.   Treatment Under Freddie Mac’s Benefit Plans.   Grant amounts paid are not “compensation” for purposes of Freddie Mac’s Thrift/401(k) Savings Plan, Employees’ Pension Plan or the Supplemental Executive Retirement Plan.

11.   Applicable Law; Regulatory Approval For Certain Designated Officers.

(a)  This Agreement is governed by applicable federal law and, to the extent not governed by federal law, by the laws of the Commonwealth of Virginia (without regard to conflicts of law provisions), and is deemed executed in the Commonwealth of Virginia.

(b)  This Agreement is subject to, and shall be construed in accordance with, applicable law or regulation, guidance or interpretation issued by the FHFA or Treasury.

(c)  Notwithstanding any term of this Agreement, FHFA is required to approve the actual payment of compensation, including payment of this Grant, to certain designated officers of Freddie Mac. Therefore, such an officer’s right to a Grant payment is conditioned on the Conservator’s approval following the Committee’s determination of the Performance Multiplier.

12.   Reservation of Rights.

(a)  Nothing in this Agreement is intended, nor shall it be interpreted, to create a contract to employ Grantee for any specific duration or otherwise abrogate Freddie Mac’s or the Grantee’s respective right to terminate the employment relationship at any time for any lawful reason.

(b)  Freddie Mac reserves the right to modify the terms and conditions set forth herein provided such modification reasonably and in good faith is not detrimental to the rights of Grantee.

13.   Legal Effect.

(a)  This Agreement, which shall be binding upon the heirs, executors, administrators and successors of the Grantee, constitutes the entire agreement between Freddie Mac and the Grantee with respect to the Grant.

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(b)  This Agreement shall be legally binding when (i) executed by Freddie Mac attaching the typed name and title of its authorized officer as a legally binding electronic signature and (ii) delivered to Grantee who has consented and agrees to its terms electronically (or in such other manner as Freddie Mac may provide).

IN WITNESS WHEREOF, Freddie Mac has caused this Agreement to be executed by attaching the typed name and title of its authorized officer as a legally binding electronic signature as of March 16, 2009, Grantee agrees to the terms and conditions set forth herein and Grantee has consented to and has acknowledged receipt of the Agreement electronically (or in such other manner as the Corporation may provide).

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Exhibit A:
2009 Long-Term Incentive Award
Corporate Performance Measures and Performance Multiplier for
Performance Period 2009

Corporate Performance Measure: Freddie Mac’s remediation of the subset of the ninety-seven matters requiring attention or other concerns identified at the Conservatorship date by the Federal Housing Finance Agency (FHFA) (together, Matters Requiring Attention or “MRAs”) planned for completion in 2009.

Performance Period: January 1, 2009 – December 31, 2009

Vesting Date: The date on which the Compensation Committee determines the Performance Multiplier.

Payment Date: No later than March 15, 2010

Performance Multiplier: The actual dollar amount of the Grant paid to the Grantee can range from 0% – 120%, depending on the Performance Multiplier approved by the Committee, as illustrated on Chart A which is incorporated here by reference.

Each MRA scheduled to be remediated prior to January 1, 2010 has been classified into one of five categories. Each category has been assigned a weighting/prioritization percentage (Column A). The sum of the weighting/prioritization percentages is 120%, which is the maximum Performance Multiplier that can be approved.

Each category’s contribution to the Performance Multiplier (Column C) is equal to the percentage of MRAs actually remediated prior to January 1, 2010 that were scheduled to be remediated prior to January 1, 2010 (Column B) multiplied by the category’s weighting/prioritization percentage (Column A).

When assessing the Company’s achievement against the Corporate Performance Measure, the Committee reserves the right to adjust each category’s contribution to the Performance Multiplier (up to a maximum of the category’s weighting/prioritization percentage) based on factors the Committee deems appropriate, including but not limited to, completion status of MRAs that are not remediated, progress made toward remediating MRAs, scope/difficulty of remediating MRAs, and internal/external factors influencing the remediation of MRAs during the Performance Period.

The Performance Multiplier approved by the Committee is applied consistently to all employees who received a grant, regardless of employee level.

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Business Infrastructure 2010
LTI CA2

FREDDIE MAC
2009 LONG-TERM INCENTIVE GRANT AGREEMENT

This LONG-TERM INCENTIVE GRANT AGREEMENT is dated March 16, 2009 (“Grant Date”) by and between Freddie Mac and [NAME] (“Grantee”).

1.   Cash Grant. Freddie Mac hereby confirms the grant to the Grantee on the date hereof of [$ DOLLAR AMOUNT] (“Grant”) subject to the Performance Measures and other terms and conditions set forth below.

2.   Terms and Conditions of the Long-Term Incentive Grant,

(a)  The Grantee agrees that all terms and conditions set forth in Exhibit A are incorporated by reference herein and such terms together with the terms and conditions set forth below constitute the complete terms and conditions of this Long-Term Incentive Grant Agreement (“Agreement”).

(b)  The Grantee agrees that Grantee has read and understood the entire Agreement including the terms and conditions pertaining to the Performance Measures, and the determination of the Performance Multiplier and Grantee’s vesting, forfeiture, payment and post-termination repayment obligations.

(c)  The Grantee consents to the terms and conditions set forth in the Agreement, agrees to be bound by such terms and conditions and also agrees to be bound by all decisions of the Compensation Committee of the Freddie Mac’s Board of Directors (the “Committee”), the Federal Housing Finance Agency (“FHFA”), and the U.S. Department of the Treasury (“Treasury”) pertaining to this Agreement. Such consent will be manifested in the form set forth in Section 3 below.

(d)  The Grantee further acknowledges that execution of a Restrictive Covenant and Confi