2012 Executive Management Compensation Program for Virginia-Based Covered Officers

Initially expressed as an annual rate. Amount will be prorated, as appropriate, to reflect date of hire, promotion into a Covered Position, date of termination, or other adjustment to Target TDC.

For a Covered Officer for whom a separate division scorecard is approved by either a Board committee or FHFA, the reduction will be based on the appropriate Board committee’s and FHFA’s assessment of performance against such separate division scorecard.

Deferred Salary

(continued)

For Covered Officers other than the CEO, a Covered Officer’s performance during the calendar year will be assessed by the CEO, in his/her sole discretion, pursuant to the performance assessment and reduction process in effect for such year.

In the case of the CEO, the Committee will evaluate the CEO’s performance and, after considering input from other independent members of the Board, determine the reduction, if any.

At-Risk Deferred Salary payments for Executive Officers (as defined in the Committee’s charter) are subject to review and approval by the Committee and FHFA. Payments for Non-Executive Officers will be reviewed by the Committee and FHFA.

Fixed Deferred Salary – Fixed Deferred Salary shall be equal to the Covered Officer’s Target TDC less Base Salary and less At-Risk Deferred Salary and is not subject to reduction based on either corporate or individual performance.

Payment of both At-Risk and Fixed Deferred Salary is also subject, if applicable, to the “Treatment Upon Termination” provisions set forth below.

Impact on Retirement, Executive, and Welfare Plans

The treatment of Base Salary and Deferred Salary as compensation for purposes of Freddie Mac’s retirement and welfare benefit plans is governed by the actual terms of those plans. The table below summarizes whether Base Salary and Deferred Salary a Covered Officer receives while an active employee are treated as compensation for purposes of the following Freddie Mac retirement and welfare benefit plans. Freddie Mac retains the right to amend, revise or discontinue any of the retirement and welfare benefit plans and the terms of each plan will prevail in the event that there is any conflict between those terms and the table below

Freddie Mac’s Retirement and Welfare

Benefit Plans

Base Salary

Considered

  Compensation?  

Deferred Salary

Considered

Compensation?

Tax-Qualified Thrift/401(k)

Tax-Qualified Employees’ Pension

Non-Qualified Supplemental Executive Retirement Plans (SERP)³

Group Term Life Insurance

Group Universal Life Insurance

Long-Term Disability Plan

Accidental Death and Personal Loss Insurance

Business Travel Accident Insurance

Worker’s Compensation

Purchase/Payout of Vacation

Compensation for the purposes of the Non-Qualified SERP may not exceed two times a Covered Officer’s Base Salary.

Impact on Retirement, Executive, and Welfare Plans

(continued)

Treatment Upon Termination:

Base Salary

The timing and payment of any unpaid portion of At-Risk Deferred Salary is based on the reason for termination of employment, as follows:

• Forfeiture Event – All earned but unpaid At-Risk Deferred Salary is subject to forfeiture upon the occurrence of an event or conduct described in the 2012 Recapture Agreement;

• Death – All earned but unpaid At-Risk Deferred Salary is paid as soon as administratively possible, but not later than 90 calendar days after the date of death; and

• Any Other Reason⁴ – All earned but unpaid At-Risk Deferred Salary is paid in accordance with the Approved Payment Schedule, subject to the performance assessment and reduction process for At-Risk Deferred Salary.

In cases of death or Long-Term Disability (as defined in the Long-Term Disability Plan in effect on the date of termination), the performance assessment and reduction process for At-Risk Deferred Salary is waived, and there is no reduction based on either corporate or individual performance.

Treatment Upon Termination:

Fixed Deferred Salary

The timing and payment of any unpaid portion of Fixed Deferred Salary is based on the reason for termination of employment, as follows:

• Forfeiture Event – All earned but unpaid Fixed Deferred Salary is subject to forfeiture upon the occurrence of an event or conduct described in the 2012 Recapture Agreement;

• Death – All earned but unpaid Fixed Deferred Salary is paid in full as soon as administratively possible, but not later than 90 calendar days after the date of death; and

• Any Other Reason⁴ – All earned but unpaid Fixed Deferred Salary is paid in accordance with the Approved Payment Schedule.

A Covered Officer’s unpaid Fixed Deferred Salary will be reduced by 2% for each full or partial month by which the termination precedes:

• January 31, 2014 for a Covered Officer who was an employee on January 1, 2012 and who remained continuously employed through the termination date; or,

• The 25-month anniversary of the hire date for a Covered Officer hired after January 1, 2012.

This reduction will not be applied in cases of death or Long-Term Disability.

Any Other Reason includes, but is not limited to, voluntary terminations, retirement, long-term disability, and involuntary termination for any reason other than a Forfeiture Event.

Each Covered Officer’s employment with Freddie Mac is “at-will,” meaning that either the Covered Officer or Freddie Mac may terminate such employment at any time with or without cause or notice. Nothing in this Program Document or any other document referred to or incorporated by reference herein shall be held or construed to change the at-will nature of any Covered Officer’s employment with Freddie Mac.

Nothing in this Program Document is intended or shall be construed to abrogate FHFA’s authority to either: (i) modify or terminate any compensation plan or program (including the 2012 Virginia EMCP); or (ii) disapprove the actual payment of any form of compensation to be paid pursuant to the 2012 Virginia EMCP.

FHFA retains the right to modify any of the terms and conditions of your employment, including the right to modify or rescind the terms and conditions of the 2012 Virginia EMCP as well as the actual payment of compensation to you pursuant thereto, without giving rise to liability on the part of Freddie Mac.

The 2012 Virginia EMCP is subject to and shall be construed in accordance with: (i) any applicable law and any applicable regulation, guidance or interpretation of FHFA and/or the United States Department of the Treasury; and (ii) the substantive laws of the Commonwealth of Virginia, excluding provisions of the Virginia law concerning choice-of-law that would result in the law of any state other than Virginia being applied.

Payment of Deferred Salary under the 2012 Virginia EMCP is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), as amended, and, specifically, with the separation pay exemption and short term deferral exemption of Section 409A, and shall in all respects be construed, interpreted, and administered in accordance with Section 409A. Notwithstanding anything in the 2012 Virginia EMCP to the contrary, payments may only be made pursuant to the 2012 Virginia EMCP upon an event and in a manner permitted by Section 409A or an applicable exemption. All payments to be made upon a termination of employment under this Program may only be made upon a “separation from service” under section 409A. If a Covered Officer is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i)) at the time of a separation from service, payments scheduled to be made during the six months following the separation from service shall, to the extent required by Section 409A, be deferred to and payable on the first day of the seventh month following the separation from service.

Covered Officer’s Signature

Printed Name