1 EXECUTION VERSION FREDDIE MAC FOURTH AMENDED AND

EXECUTION VERSION

FREDDIE MAC

FOURTH AMENDED AND RESTATED CERTIFICATE OF CREATION,

DESIGNATION, POWERS, PREFERENCES, RIGHTS,

PRIVILEGES, QUALIFICATIONS, LIMITATIONS,

RESTRICTIONS, TERMS AND CONDITIONS OF

VARIABLE LIQUIDATION PREFERENCE SENIOR PREFERRED STOCK

(PAR VALUE $1.00 PER SHARE)

The Federal Housing Finance Agency, as Conservator of the Federal Home Loan Mortgage

Corporation, a government-sponsored enterprise of the United States of America (the “Company”),

does hereby certify that, pursuant to authority vested in the Board of Directors of the Company by

Section 306(f) of the Federal Home Loan Mortgage Corporation Act, and pursuant to the authority

vested in the Conservator of the Company by Section 1367(b) of the Federal Housing Enterprises

Financial Safety and Soundness Act of 1992 (12 U.S.C. §4617), as amended, the Conservator adopted

Resolution FHLMC 2008-24 on September 7, 2008, which resolution is now, and at all times since such

date has been, in full force and effect, and that the Conservator approved the final terms of the issuance

and sale of the preferred stock of the Company designated above.

As amended and restated, effective December 31, 2020, in accordance with the Letter Agreement

dated January 14, 2021, and the Third Amendment dated as of August 17, 2012, to the Amended and

Restated Senior Preferred Stock Purchase Agreement dated as of September 26, 2008, as amended, the

Senior Preferred Stock shall have the following designation, powers, preferences, rights, privileges,

qualifications, limitations, restrictions, terms and conditions:

1. Designation, Par Value, Number of Shares and Seniority

The class of preferred stock of the Company created hereby (the “Senior Preferred Stock”) shall be

designated “Variable Liquidation Preference Senior Preferred Stock,” shall have a par value of $1.00 per

share and shall consist of 1,000,000 shares. The Senior Preferred Stock shall rank prior to the common

stock of the Company as provided in this Certificate and shall rank, as to both dividends and

distributions upon liquidation, prior to (a) the Fixed-to-Floating Rate Non-Cumulative Perpetual

Preferred Stock issued on December 4, 2007, (b) the 6.55% Non-Cumulative Preferred Stock issued on

September 28, 2007, (c) the 6.02% Non-Cumulative Preferred Stock issued on July 24, 2007, (d) the

5.66% Non-Cumulative Preferred Stock issued on April 16, 2007, (e) the 5.57% Non-Cumulative

Preferred Stock issued on January 16, 2007, (f) the 5.9% Non-Cumulative Preferred Stock issued on

October 16, 2006, (g) the 6.42% Non-Cumulative Preferred Stock issued on July 17, 2006, (h) the

Variable Rate, Non-Cumulative Preferred Stock issued on July 17, 2006, (i) the 5.81% Non-Cumulative

Preferred Stock issued on January 29, 2002, (j) the 5.7% Non-Cumulative Preferred Stock issued on

October 30, 2001, (k) the 6% Non-Cumulative Preferred Stock issued on May 30, 2001, (l) the Variable

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

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

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

January 26, 2001, (p) the Variable Rate, Non-Cumulative Preferred Stock issued on November 5, 1999,

(q) the 5.79% Non-Cumulative Preferred Stock issued on July 21, 1999, (r) the 5.1% Non-Cumulative

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

October 28, 1998, (t) the 5.1% Non-Cumulative Preferred Stock issued on September 23, 1998, (u) the

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

(v) the 5% Non-Cumulative Preferred Stock issued on March 23, 1998, (w) the 5.81% Non-Cumulative

Preferred Stock issued on October 27, 1997, (x) the Variable Rate, Non-Cumulative Preferred Stock

issued on April 26, 1996, (y) any other capital stock of the Company outstanding on the date of the initial

issuance of the Senior Preferred Stock, and (z) any capital stock of the Company that may be issued after

the date of initial issuance of the Senior Preferred Stock.

2. Dividends

(a) For each Dividend Period from the date of the initial issuance of the Senior Preferred Stock

through and including December 31, 2012, holders of outstanding shares of Senior 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, cumulative cash dividends at the annual rate per share equal to

the then-current Dividend Rate on the then-current Liquidation Preference. For each Dividend Period

from January 1, 2013 through and including the Capital Reserve End Date, holders of outstanding shares

of Senior 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, cumulative cash dividends in an

amount equal to the then-current Dividend Amount. For each Dividend Period after the Capital Reserve

End Date, holders of outstanding shares of Senior 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, cumulative cash dividends in an amount equal to the then-current Dividend Amount. Dividends

on the Senior Preferred Stock shall accrue from but not including the date of the initial issuance of the

Senior Preferred Stock and will be payable in arrears 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, 2008. 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 force and

effect 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 (iii) a day on

which the offices of the Company are closed.

If declared, the initial dividend will be for the period from but not including the date of the initial

issuance of the Senior Preferred Stock through and including December 31, 2008. 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. For each Dividend Period from the date of the initial issuance of the Senior Preferred

Stock (other than a Dividend Period from January 1, 2013 through and including the Capital Reserve End

Date), the amount of dividends payable on the initial Dividend Payment Date or for any Dividend Period

(other than a Dividend Period from January 1, 2013 through and including the Capital Reserve End Date),

that is not a full calendar quarter shall be computed on the basis of 30-day months, a 360-day year and

the actual number of days elapsed in any period of less than one month. For the avoidance of doubt, for

each Dividend Period from the date of the initial issuance of the Senior Preferred Stock (other than a

Dividend Period from January 1, 2013 through and including the Capital Reserve End Date), in the event

that the Liquidation Preference changes in the middle of a Dividend Period, the amount of dividends

payable on the Dividend Payment Date at the end of such Dividend Period shall take into account such

change in Liquidation Preference and shall be computed at the Dividend Rate on each Liquidation

Preference based on the portion of the Dividend Period that each Liquidation Preference was in effect.

(b) To the extent not paid pursuant to Section 2(a) above, dividends on the Senior Preferred Stock

shall accrue and shall be added to the Liquidation Preference pursuant to Section 8, whether or not

there are funds legally available for the payment of such dividends and whether or not dividends are

declared.

through and including December 31, 2012, “Dividend Rate” means 10.0 percent; provided, however,

that if at any time the Company shall have for any reason failed to pay dividends in cash in a timely

manner as required by this Certificate, then immediately following such failure and for all Dividend

Periods thereafter until the Dividend Period following the date on which the Company shall have paid in

cash full cumulative dividends (including any unpaid dividends added to the Liquidation Preference

pursuant to Section 8), the “Dividend Rate” shall mean 12.0 percent.

For each Dividend Period from January 1, 2013, through and including the Capital Reserve End

Date, the “Dividend Amount” for a Dividend Period means the amount, if any, by which the Net Worth

Amount at the end of the immediately preceding fiscal quarter, less the Applicable Capital Reserve

Amount for such Dividend Period, exceeds zero. In each case, “Net Worth Amount” means (i) the total

assets of the Company (such assets excluding the Commitment and any unfunded amounts thereof) as

reflected on the balance sheet of the Company as of the applicable date set forth in this Certificate,

prepared in accordance with GAAP, less (ii) the total liabilities of the Company (such liabilities excluding

any obligation in respect of any capital stock of the Company, including this Certificate), as reflected on

the balance sheet of the Company as of the applicable date set forth in this Certificate, prepared in

accordance with GAAP. “Applicable Capital Reserve Amount” means, as of any date of determination,

(A) for each Dividend Period from January 1, 2013, through and including December 31, 2013,

$3,000,000,000; (B) for each Dividend Period occurring within each 12-month period thereafter,

through and including December 31, 2017, $3,000,000,000 reduced by $600,000,000 for each such 12-

month period, so that for each Dividend Period from January 1, 2017, through and including December

31, 2017, the Applicable Capital Reserve Amount shall be $600,000,000; (C) for each Dividend Period

from January 1, 2018, through and including June 30, 2019, $3,000,000,000; (D) for each Dividend

Period from July 1, 2019, through and including September 30, 2020, $20,000,000,000; and (E) for each

Dividend Period from October 1, 2020, through and including the Capital Reserve End Date, the amount

of adjusted total capital necessary to meet the capital requirements and buffers set forth in the

Enterprise Regulatory Capital Framework (as defined in the Preferred Stock Purchase Agreement, as

amended). Notwithstanding the foregoing, for each Dividend Period from January 1, 2018, and

thereafter, following any Dividend Payment Date with respect to which the Board of Directors does not

declare and pay a dividend or declares and pays a dividend in an amount less than the Dividend Amount,

the Applicable Capital Reserve Amount shall thereafter be zero. For the avoidance of doubt, if the

calculation of the Dividend Amount for a Dividend Period does not exceed zero, then no Dividend

Amount shall accrue or be payable for such Dividend Period and no reduction in the Applicable Capital

Reserve Amount shall be made.

For each Dividend Period after the Capital Reserve End Date (as defined in the Preferred Stock

Purchase Agreement, as amended), “Dividend Amount” means an amount equal to the lesser of 10.0

percent per annum on the then-current Liquidation Preference and a quarterly amount equal to the

increase in the Net Worth Amount, if any, during the immediately prior fiscal quarter; provided,

however, that if at any time the Company shall have for any reason failed to pay dividends in cash in a

timely manner as required by this Certificate, then immediately following such failure and for all

Dividend Periods thereafter until the Dividend Period following the date on which the Company shall

have paid in cash full cumulative dividends (including any unpaid dividends added to the Liquidation

Preference pursuant to Section 8), the “Dividend Amount” shall mean an amount equal to 12.0 percent

per annum on the then-current Liquidation Preference.

(d) Each such dividend shall be paid to the holders of record of outstanding shares of the Senior

Preferred Stock as they appear in the books and records of the Company on such record date as shall be

fixed 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. The Company may not, at any time, declare or pay

dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation

payment with respect to, any common stock or other securities ranking junior to the Senior Preferred

Stock unless (i) full cumulative dividends on the outstanding Senior Preferred Stock in respect of the

then-current Dividend Period and all past Dividend Periods (including any unpaid dividends added to the

Liquidation Preference pursuant to Section 8) have been declared and paid in cash (including through

any pay down of Liquidation Preference pursuant to Section 3) and (ii) all amounts required to be paid

pursuant to Section 4 (without giving effect to any prohibition on such payment under any applicable

law) have been paid in cash.

(e) Notwithstanding any other provision of this Certificate, the Board of Directors, in its discretion,

may choose to pay dividends on the Senior Preferred Stock without the payment of any dividends on the

common stock, preferred stock or any other class or series of stock from time to time outstanding

ranking junior to the Senior Preferred Stock with respect to the payment of dividends.

(f) If and whenever dividends, having been declared, shall not have been paid in full, as aforesaid,

on shares of the Senior Preferred Stock, all such dividends that have been declared on shares of the

Senior Preferred Stock shall be paid to the holders pro rata based on the aggregate Liquidation

Preference of the shares of Senior Preferred Stock held by each holder, and any amounts due but not

paid in cash shall be added to the Liquidation Preference pursuant to Section 8.

3. Optional Pay Down of Liquidation Preference

(a) Following termination of the Commitment (as defined in the Preferred Stock Purchase

Agreement referred to in Section 8 below), and subject to any limitations which may be imposed by law

and the provisions below, the Company may pay down the Liquidation Preference of all outstanding

shares of the Senior Preferred Stock pro rata, at any time, in whole or in part, out of funds legally

available therefor, with such payment first being used to reduce any accrued and unpaid dividends

previously added to the Liquidation Preference pursuant to Section 8 below and, to the extent all such

accrued and unpaid dividends have been paid, next being used to reduce any Periodic Commitment Fees

(as defined in the Preferred Stock Purchase Agreement referred to in Section 8 below) previously added

to the Liquidation Preference pursuant to Section 8 below. Prior to termination of the Commitment, and

subject to any limitations which may be imposed by law and the provisions below, the Company may

pay down the Liquidation Preference of all outstanding shares of the Senior Preferred Stock pro rata, at

any time, out of funds legally available therefor, but only to the extent of (i) accrued and unpaid

dividends previously added to the Liquidation Preference pursuant to Section 8 below and not repaid by

any prior pay down of Liquidation Preference and (ii) Periodic Commitment Fees previously added to the

Liquidation Preference pursuant to Section 8 below and not repaid by any prior pay down of Liquidation

Preference. Any pay down of Liquidation Preference permitted by this Section 3 shall be paid by making

a payment in cash to the holders of record of outstanding shares of the Senior Preferred Stock as they

appear in the books and records of the Company on such record date as shall be fixed in advance by the

Board of Directors, not to be earlier than 45 days nor later than 10 days preceding the date fixed for the

payment.

(b) In the event the Company shall pay down of the Liquidation Preference of the Senior Preferred

Stock as aforesaid, notice of such pay down shall be given by the Company by first class mail, postage

prepaid, mailed neither less than 10 nor more than 45 days preceding the date fixed for the payment, to

each holder of record of the shares of the Senior Preferred Stock, at such holder’s address as the same

appears in the books and records of the Company. Each such notice shall state the amount by which the

Liquidation Preference of each share shall be reduced and the pay down date.

each outstanding share of Senior Preferred Stock in full, such shares shall be deemed to have been

redeemed as of the date of such payment, and the dividend that would otherwise be payable for the

Dividend Period ending on the pay down date will be paid on such date. Following such deemed

redemption, the shares of the Senior Preferred Stock shall no longer be deemed to be outstanding, and

all rights of the holders thereof as holders of the Senior Preferred Stock shall cease, with respect to

shares so redeemed, other than the right to receive the pay down amount (which shall include the final

dividend for such shares). Any shares of the Senior Preferred Stock which shall have been so redeemed,

after such redemption, shall no longer have the status of authorized, issued or outstanding shares.

4. Mandatory Pay Down of Liquidation Preference Upon Issuance of Capital Stock

(a) If the Company shall issue any shares of capital stock (including without limitation common

stock or any series of preferred stock) other than issuances of common stock with aggregate gross

proceeds of up to $70 billion in exchange for cash at any time while the Senior Preferred Stock is

outstanding, then the Company shall, within 10 Business Days, use the proceeds of such issuance net of

the direct costs relating to the issuance of such securities (including, without limitation, legal, accounting

and investment banking fees) to pay down the Liquidation Preference of all outstanding shares of Senior

Preferred Stock pro rata, out of funds legally available therefor, by making a payment in cash to the

holders of record of outstanding shares of the Senior Preferred Stock as they appear in the books and

records of the Company on such record date as shall be fixed in advance by the Board of Directors, not

to be earlier than 45 days nor later than 10 days preceding the date fixed for the payment, with such

payment first being used to reduce any accrued and unpaid dividends previously added to the

Liquidation Preference pursuant to Section 8 below and, to the extent all such accrued and unpaid

dividends have been paid, next being used to reduce any Periodic Commitment Fees (as defined in the

Preferred Stock Purchase Agreement referred to in Section 8 below) previously added to the Liquidation

Preference pursuant to Section 8 below; provided that, prior to the termination of the Commitment (as

defined in the Preferred Stock Purchase Agreement referred to in Section 8 below), the Liquidation

Preference of each share of Senior Preferred Stock shall not be paid down below $1,000 per share.

(b) If the Company shall not have sufficient assets legally available for the pay down of the

Liquidation Preference of the shares of Senior Preferred Stock required under Section 4(a), the Company

shall pay down the Liquidation Preference per share to the extent permitted by law, and shall pay down

any Liquidation Preference not so paid down because of the unavailability of legally available assets or

other prohibition as soon as practicable to the extent it is thereafter able to make such pay down legally.

The inability of the Company to make such payment for any reason shall not relieve the Company from

its obligation to effect any required pay down of the Liquidation Preference when, as and if permitted by

law.

Preference of each outstanding share of Senior Preferred Stock in full, such shares shall be deemed to

have been redeemed as of the date of such payment, and the dividend that would otherwise be payable

for the Dividend Period ending on the pay down date will be paid on such date. Following such deemed

redemption, the shares of the Senior Preferred Stock shall no longer be deemed to be outstanding, and

all rights of the holders thereof as holders of the Senior Preferred Stock shall cease, with respect to

shares so redeemed, other than the right to receive the pay down amount (which shall include the final

dividend for such redeemed shares). Any shares of the Senior Preferred Stock which shall have been so

redeemed, after such redemption, shall no longer have the status of authorized, issued or outstanding

shares.

5. No Voting Rights

Except as set forth in this Certificate or otherwise required by law, the shares of the Senior

Preferred Stock shall not have any voting powers, either general or special.

6. No Conversion or Exchange Rights

The holders of shares of the Senior 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 the Company.

7. No Preemptive Rights

No holder of the Senior 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 the Company which

at any time may be sold or offered for sale by the Company.

8. Liquidation Rights and Preference

(a) Except as otherwise set forth herein, upon the voluntary or involuntary dissolution, liquidation

or winding up of the Company, the holders of the outstanding shares of the Senior Preferred Stock shall

be entitled to receive out of the assets of the Company 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

the Company ranking junior to the Senior Preferred Stock upon liquidation, the amount per share equal

to the Liquidation Preference plus an amount, determined in accordance with Section 2(a) above, equal

to the dividend 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; provided, however, that if

the assets of the Company available for distribution to stockholders shall be insufficient for the payment

of the amount which the holders of the outstanding shares of the Senior Preferred Stock shall be

entitled to receive upon such dissolution, liquidation or winding up of the Company as aforesaid, then,

all of the assets of the Company available for distribution to stockholders shall be distributed to the

holders of outstanding shares of the Senior Preferred Stock pro rata based on the aggregate Liquidation

Preference of the shares of Senior Preferred Stock held by each holder.

(b) “Liquidation Preference” shall initially mean $1,000 per share and shall be:

(i) increased each time a Deficiency Amount (as defined in the Preferred Stock Purchase

Agreement) is paid to the Company by an amount per share equal to the aggregate amount so paid

to the Company divided by the number of shares of Senior Preferred Stock outstanding at the time

of such payment;

(ii) increased each time the Company does not pay the full Periodic Commitment Fee (as

defined in the Preferred Stock Purchase Agreement) in cash by an amount per share equal to the

amount of the Periodic Commitment Fee that is not paid in cash divided by the number of shares

of Senior Preferred Stock outstanding at the time such payment is due;

(iii) increased on the Dividend Payment Date if the Company fails to pay in full the dividend

payable for the Dividend Period ending on such date by an amount per share equal to the

aggregate amount of unpaid dividends divided by the number of shares of Senior Preferred Stock

outstanding on such date; and

(iv) decreased each time the Company pays down the Liquidation Preference pursuant to

Section 3 or Section 4 of this Certificate by an amount per share equal to the aggregate amount of

the pay down divided by the number of shares of Senior Preferred Stock outstanding at the time of

such pay down.

September 7, 2008, between the Company and the United States Department of the Treasury.

(d) Neither the sale of all or substantially all of the property or business of the Company, nor the

merger, consolidation or combination of the Company 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 8.

9. 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 the Company, and to

determine and fix the distinguishing characteristics and the relative rights, preferences, privileges and

other terms of the shares thereof; provided that, any such class or series of stock may not rank prior to

or on parity with the Senior Preferred Stock without the prior written consent of the holders of at least

two-thirds of all the shares of Senior Preferred Stock at the time outstanding.

10. Miscellaneous

(a) The Company and any agent of the Company may deem and treat the holder of a share or

shares of Senior Preferred Stock, as shown in the Company’s books and records, as the absolute owner

of such share or shares of Senior Preferred Stock for the purpose of receiving payment of dividends in

respect of such share or shares of Senior Preferred Stock and for all other purposes whatsoever, and

neither the Company nor any agent of the Company shall be affected 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, effectual to satisfy and discharge liabilities for moneys payable by the Company on or with

respect to any such share or shares of Senior Preferred Stock.

(b) The shares of the Senior Preferred Stock, when duly issued, shall be fully paid and non-

assessable.

Company, only in whole shares.

(d) For purposes of this Certificate, the term “the Company” means the Federal Home Loan

Mortgage Corporation and any successor thereto by operation of law or by reason of a merger,

consolidation, combination or similar transaction.

(e) This Certificate and the respective rights and obligations of the Company and the holders of

the Senior Preferred Stock with respect to such Senior 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 the Company’s enabling legislation, its public purposes or any provision of this Certificate.

(f) Any notice, demand or other communication which by any provision of this Certificate is

required or permitted to be given or served to or upon the Company shall be given or served in writing

addressed (unless and until another address shall be published by the Company) to Freddie Mac, 8200

Jones Branch Drive, McLean, Virginia 22102, Attn: Executive Vice President and General Counsel. Such

notice, demand or other communication to or upon the Company shall be deemed to have been

sufficiently given or made only upon actual receipt of a writing by the Company. Any notice, demand or

other communication which by any provision of this Certificate is required or permitted to be given or

served by the Company hereunder may be given or served by being deposited first 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 the Company or (ii) if to a person or entity other than a

holder of record of the Senior Preferred Stock, to such person or entity at such address as reasonably

appears to the Company to be appropriate at such time. Such notice, demand or other communication

shall be deemed to have been sufficiently given or made, for all purposes, upon mailing.

(g) The Company, by or under the authority of the Board of Directors, may amend, alter,

supplement or repeal any provision of this Certificate pursuant to the following terms and conditions:

(i) Without the consent of the holders of the Senior Preferred Stock, the Company may

amend, alter, supplement or repeal any provision of this Certificate 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 Certificate, provided that such action shall not adversely affect the interests of the

holders of the Senior Preferred Stock.

(ii) The consent of the holders of at least two-thirds of all of the shares of the Senior

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 Senior Preferred Stock

shall vote together as a class, shall be necessary for authorizing, effecting or validating the

amendment, alteration, supplementation or repeal (whether by merger, consolidation or

otherwise) of the provisions of this Certificate other than as set forth in subparagraph (i) of this

paragraph (g). 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 the Company ranking junior to the

Senior Preferred Stock shall not be deemed to constitute such an amendment, alteration,

supplementation or repeal.

(iii) Holders of the Senior 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 (g). In

connection with any meeting of such holders, the Board of Directors shall fix 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 Senior 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 Senior 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

Senior Preferred Stock may be listed at such time.

(h) RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF THE SENIOR 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 THE COMPANY AND THE HOLDER (AND ALL SUCH OTHERS).

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Company this _13_ day of

April, 2021.

FEDERAL HOME LOAN MORTGAGE CORPORATION,

The Federal Housing Finance Agency, its

Conservator

By:

Mark A. Calabria

Director

Signature Page to April 2021 Fourth Amended and Restated Certificate

/s/