Recapture Agreement

Triggering Event

The recapture will be triggered if, at any time during the executive’s employment with Freddie Mac (or, under certain circumstances after termination of the executive’s employment, as described below), the Board determines and notifies you in writing that any of the following (“Triggering Events”) occurred:

1.

The executive has obtained a legally binding right to bonus or incentive payment based on materially inaccurate financial statements (which includes, but is not limited to, statements of earnings, revenues, or gains) or any other materially inaccurate performance metric criteria.

2.

The executive’s employment with Freddie Mac is terminated for “cause” under subclauses (i) or (iv) as defined below or, within two years of the termination of the executive’s employment at Freddie Mac, the Board makes a determination that circumstances existed at the time of the executive’s termination that would have justified termination for cause under subclauses (i) or (iv) or the executive was later convicted of or pleaded nolo contendere to a felony committed before the termination date and such felony resulted in material business or reputational harm to Freddie Mac.

3.

The executive’s employment with Freddie Mac is terminated for “cause” under subclauses (ii) or (iii) as defined below, or within two years of the termination of the executive’s employment at Freddie Mac, the Board makes a determination that circumstances existed at the time of the executive’s termination that would have justified a termination for cause under subclauses (ii) or (iii) as defined below and that actions of the executive resulted in material business or reputational harm to Freddie Mac.

Definition of Cause

For purposes of this Recapture Agreement, “cause” shall mean the occurrence of one or more of the following:

(i) The executive is convicted of or pleads nolo contendere to a charge of a felony or any crime involving moral turpitude;

(ii) In carrying out his duties, the executive engages in conduct that constitutes gross neglect or gross misconduct or any material violation of applicable Freddie Mac rule or policy, including any

policy relating to investment by Freddie Mac employees in securities, the violation of which amounts to gross neglect or gross misconduct;

(iii) The executive materially breaches any provision of the Memorandum Agreement dated August 13, 2009 from Charles E. Haldeman to the executive; or

(iv) Any other willful or malicious misconduct on the executive’s part that is substantially injurious to Freddie Mac.

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In each case, “cause” shall not exist unless and until Freddie Mac shall have provided: (i)  reasonable notice to the executive setting forth Freddie Mac’s intention to