Offering Circular Supplement(To Offering CircularDated June 1, 2010)

$1,012,422,000(Approximate)

Freddie MacStructured Pass-Through Certificates

(SPCs), Series K-007

Offered Classes: Classes of SPCs shown belowUnderlying Classes: Each Class of SPCs represents a pass-through interest in a separate class of securities issued

by the Underlying TrustUnderlying Trust: FREMF 2010-K7 Mortgage TrustMortgages: Fixed-rate, balloon multifamily mortgagesUnderlying Originators: Berkadia Commercial Mortgage LLC, Capmark Bank, CBRE Capital Markets, Inc.,

CWCapital LLC, Deutsche Bank Berkshire Mortgage, Inc., Financial Federal SavingsBank, Grandbridge Real Estate Capital LLC, Holliday Fenoglio Fowler, L.P., KeyCorpReal Estate Capital Markets, Inc., M&T Realty Capital Corporation, NorthMarqCapital, LLC, PNC Multifamily Mortgage LLC, Primary Capital Advisors LC,Wachovia Multifamily Capital, Inc., Walker & Dunlop, LLC and Wells Fargo Bank,National Association

Underlying Seller: Freddie MacUnderlying Depositor: Banc of America Commercial Mortgage Inc.Underlying Master Servicer: Wells Fargo Bank, National AssociationUnderlying Special Servicer: CWCapital Asset Management LLCUnderlying Trustee and

Underlying Custodian: U.S. Bank National AssociationPayment Dates: Monthly beginning in July 2010Optional Termination: The Underlying Trust and the SPCs are subject to 1% clean-up calls as described in this

SupplementForm of SPCs: Book-entry on Depository System of DTCOffering Terms: The placement agents named below are offering the SPCs in negotiated transactions at

varying pricesClosing Date: On or about June 24, 2010

ClassOriginal

Balance(1)Class

CouponCUSIP

NumberFinal Payment

Date

A-1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 300,603,000 3.342% 31398QHE0 December 25, 2019A-2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 711,819,000 4.224 31398QHB6 March 25, 2020X1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,081,086,000 (2) 31398QHC4 April 25, 2020X3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,655,231 (2) 31398QHD2 May 25, 2020

(1) Approximate. May vary by up to 5%.(2) See Terms Sheet — Interest.

The SPCs may not be suitable investments for you. You should not purchase SPCs unless you have carefully considered andare able to bear the associated prepayment, interest rate, yield and market risks of investing in them. Certain RiskConsiderations on page S-2 highlights some of these risks.You should purchase SPCs only if you have read and understood this Supplement, the attached Offering Circular and thedocuments listed under Available Information.We guarantee certain principal and interest payments on the SPCs. These payments are not guaranteed by and are not debts orobligations of the United States or any federal agency or instrumentality other than Freddie Mac. The SPCs are not tax-exempt. Because of applicable securities law exemptions, we have not registered the SPCs with any federal or state securitiescommission. No securities commission has reviewed this Supplement.

Co-Lead Managers and Joint Bookrunners

Bank of America Merrill Lynch Deutsche Bank SecuritiesCo-Managers

Barclays Capital Goldman, Sachs & Co. J.P. MorganJefferies & Company, Inc. Wells Fargo Securities

June 10, 2010

CERTAIN RISK CONSIDERATIONS

Although we guarantee the payments on the SPCs, and so bear the associated credit risk, as aninvestor you will bear the other risks of owning mortgage securities. This section highlights some of theserisks. You should also read Risk Factors and Prepayment, Yield and Suitability Considerations in theOffering Circular and Risk Factors in the Information Circular for further discussions of these risks.

SPCs May Not be Suitable Investments for You. The SPCs are complex securities. You should notpurchase SPCs unless you are able to understand and bear the associated prepayment, basis redemption,interest rate, yield and market risks.

Prepayments Can Reduce Your Yield. Your yield could be lower than you expect if:

• You buy your SPCs at a premium over their principal amount and prepayments on theunderlying Mortgages are faster than you expect. This is especially true for X1 and X3,which are Interest Only Classes.

• You buy your SPCs at a discount to their principal amount and prepayments on theunderlying Mortgages are slower than you expect.

Rapid prepayments on the Mortgages, especially those with relatively high interest rates, wouldreduce the yields on X1 and X3 and could even result in the failure of investors in those Classes to recovertheir investments.

X1 and X3 May Be Subject to Basis Risk. X1 and X3 bear interest based in part on the WeightedAverage Net Mortgage Pass-Through Rate. As a result, those Classes are subject to basis risk, whichmay reduce their yields.

The SPCs are Subject to Redemption Risk. If the Underlying Trust is terminated or the SPCs areredeemed, the effect on the SPCs will be similar to a full prepayment of all the Mortgages.

The SPCs are Subject to Market Risks. You will bear all of the market risks of your investment.The market value of your SPCs will vary over time, primarily in response to changes in prevailing interestrates. If you sell your SPCs when their market value is low, you may experience significant losses. Theplacement agents named on the front cover (the “Placement Agents”) intend to deliver the SPCs on ourbehalf to third party purchasers; however, if the SPCs are not placed with third parties, they will be resoldto us by the Placement Agents.

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TERMS SHEET

This Terms Sheet contains selected information about this Series. You should refer to theremainder of this Supplement and to the attached documents for further information.

Our Giant and Other Pass-Through Certificates Offering Circular dated June 1, 2010 (the “OfferingCircular”), attached to this Supplement, defines many of the terms we use in this Supplement. TheUnderlying Depositor’s Information Circular dated the same date as this Supplement (the “InformationCircular”), also attached to this Supplement, defines terms that appear in bold type on their first use andare not defined in this Supplement or the Offering Circular.

In this Supplement, we sometimes refer to Classes of SPCs only by their number and letterdesignations. For example, “A-1” refers to the A-1 Class of this Series.

General

Each Class of SPCs represents the entire undivided interest in a separate pass-through pool. Eachpass-through pool consists of a class of securities (each, an “Underlying Class”) issued by theUnderlying Trust. Each Underlying Class has the same designation as its corresponding Class of SPCs.Each Mortgage is a fixed-rate, multifamily balloon mortgage loan that provides for (1) an amortizationschedule that is significantly longer than its remaining term to stated maturity or no amortization prior tostated maturity; and (2) in either case, a substantial payment of principal on its maturity date.

In addition to the Underlying Classes, the Underlying Trust is issuing four other classes of securities:the series 2010-K7 class X2, B, C and R certificates.

Interest

A-1 and A-2 each will bear interest at its Class Coupon shown on the front cover.

X1 and X3 each bears interest at a Class Coupon equal to the interest rate of its Underlying Class,which is based on the weighted average of its related “strip rates” or on its related “strip rate,” asdescribed in the Information Circular. Accordingly, the Class Coupons of X1 and X3 will vary frommonth to month. The initial Class Coupons of X1 and X3 are approximately 1.247% per annum and5.434% per annum, respectively.

See Payments — Interest in this Supplement and Description of the Underlying Mortgage Loans —Certain Terms and Conditions of the Underlying Mortgage Loans and Description of the Series 2010-K7Certificates — Distributions — Interest Distributions in the Information Circular.

Interest Only (Notional) Classes

X1 and X3 do not receive principal payments. To calculate interest payments, X1 has a notionalprincipal amount equal to the then-current sum of the principal balances of Underlying Classes A-1 andA-2 and the series 2010-K7 class B certificates and X3 has a notional principal balance equal to the then-current principal balance of the series 2010-K7 class C certificates.

For more specific information, see Description of the Series 2010-K7 Certificates — Distribu-tions — Interest in the Information Circular.

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Principal

On each Payment Date, we pay principal on each of A-1 and A-2 in an amount equal to the principal,if any, required to be paid on that Payment Date on its corresponding Underlying Class.

See Payments — Principal and Prepayment and Yield Analysis in this Supplement and Descriptionof the Series 2010-K7 Certificates — Distributions — Principal Distributions in the InformationCircular.

Static Prepayment Premiums and Yield Maintenance Charges

Any Static Prepayment Premium or Yield Maintenance Charge collected in respect of any of theMortgages will be distributed first as additional interest on Underlying Classes A-1 and A-2 and theseries 2010-K7 class B certificates and thereafter to Underlying Classes X1 and X3 and theseries 2010-K7 class X2 certificates. Any such additional interest on Underlying Classes A-1, A-2,X1 or X3 will be passed through to the corresponding Classes of SPCs. Our guarantee does not cover thepayment of any Yield Maintenance Charges, Static Prepayment Premiums or any other prepaymentpremiums related to the Mortgages.

See Description of the Series 2010-K7 Certificates — Distributions — Distributions of StaticPrepayment Premiums and Yield Maintenance Charges in the Information Circular.

Federal Income Taxes

If you own a Class of SPCs, you will be treated for federal income tax purposes as owning anundivided interest in the related Underlying Class. Each Underlying Class represents ownership in aREMIC “regular interest.”

See Certain Federal Income Tax Consequences in this Supplement, in the Offering Circular and inthe Information Circular.

Weighted Average Lives

The Information Circular shows weighted average lives and declining principal balances forUnderlying Classes A-1 and A-2 and pre-tax yields for Underlying Classes X1 and X3. The weightedaverage lives, declining principal balances and pre-tax yields, as applicable, for each Class of SPCswould be the same as those shown in the Information Circular for its corresponding Underlying Class,based on the assumptions described in the Information Circular. These assumptions are likely to differfrom actual experience in many cases.

See Yield and Maturity Considerations — Weighted Average Lives of the Offered Series 2010-K7Principal Balance Certificates, — Yield Sensitivity of the Class X1 and X3 Certificates and Exhibits Cand D in the Information Circular.

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AVAILABLE INFORMATION

You should purchase SPCs only if you have read and understood:

• This Supplement.

• The Offering Circular.

• The Underlying Depositor’s Information Circular.

• The Incorporated Documents (as defined in the Offering Circular).

This Supplement incorporates the Incorporated Documents by reference. You should rely only onthe most current information provided or incorporated by reference in this Supplement.

You may read and copy any document we file with the SEC at the SEC’s public reference room at100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for furtherinformation on the public reference room. The SEC also maintains a website at http://www.sec.gov thatcontains reports, proxy and information statements, and other information regarding companies that fileelectronically with the SEC.

You can obtain, without charge, copies of the Incorporated Documents, any documents wesubsequently file with the SEC, the Pass-Through Trust Agreement and current information concerningthe Certificates, as well as the disclosure documents and current information for any other securities weissue, from our Investor Inquiry Department or our internet website as described on page 7 of the OfferingCircular.

You can also obtain the Information Circular from the Placement Agent named below at:

Banc of America Securities LLCOne Bryant Park

11th FloorNew York, New York 10036

Deutsche Bank Securities Inc.Attn: Syndicate Operations

60 Wall StreetNew York, New York 10005

(212) 469-5000

The Underlying Depositor has prepared the Information Circular in connection with its sale ofthe Underlying Classes to us. The Underlying Depositor is responsible for the accuracy andcompleteness of the Information Circular, and we do not make any representations that it isaccurate or complete.

GENERAL INFORMATION

Pass-Through Agreement

We will create the SPCs under the Pass-Through Master Trust Agreement dated June 1, 2010 and aTerms Supplement dated the Closing Date (together, the “Pass-Through Trust Agreement”).

You should refer to the Pass-Through Trust Agreement for a complete description of your rights andobligations and those of Freddie Mac. You will acquire your SPCs subject to the terms and conditions ofthe Pass-Through Trust Agreement, including the Terms Supplement.

Form of SPCs

The SPCs are issued, held and transferable on the Depository System. DTC or its nominee is theHolder of each Class. As an investor in SPCs, you are not the Holder. See Description of Pass-ThroughCertificates — Form of Pass-Through Certificates, Holders and Payment Procedures in the OfferingCircular.

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Denominations of SPCs

A-1 and A-2 will be issued, and may be held and transferred, in minimum original principal amountsof $1,000 and additional increments of $1. X1 and X3 will be issued, and may be held and transferred, inminimum original notional principal amounts of $100,000 and additional increments of $1.

Structure of Transaction

General

Each Class of SPCs represents the entire interest in a pass-through pool consisting of its corre-sponding Underlying Class. Each Underlying Class represents an interest in the Underlying Trust formedby the Underlying Depositor. The Underlying Trust consists primarily of the Mortgages described underDescription of the Underlying Mortgage Loans in the Information Circular. Each Class of SPCs receivesthe payments of principal and/or interest that are made on its corresponding Underlying Class.

In addition to the Underlying Classes, the Underlying Trust is issuing four other classes, certain ofwhich are subordinate to Underlying Classes A-1, A-2, X1 and X3. These additional classes will not beassets underlying the Classes of SPCs offered hereby. The pooling and servicing agreement for theUnderlying Trust (the “Pooling Agreement”) governs the Underlying Classes and these additionalclasses.

Each Underlying Class will bear interest at the same rate, and at all times will have the sameprincipal or notional balance, as its corresponding Class of SPCs. On the Closing Date, we will acquirethe Underlying Classes from the Underlying Depositor. We will hold the Underlying Classes incertificated form on behalf of investors in the SPCs.

See Description of Pass-Through Certificates — Structured Pass-Through Certificates in the Offer-ing Circular.

Credit Enhancement Features of the Underlying Trust

The Underlying Classes will have a payment priority over the subordinated classes issued by theUnderlying Trust. Subordination is designed to provide the holders of the Underlying Classes withprotection against most losses realized when the remaining unpaid amount on a Mortgage exceeds theamount of net proceeds recovered upon the liquidation of that Mortgage. In general, this is accomplishedby allocating the realized losses among subordinated certificates as described in the Information Circular.See Description of the Series 2010-K7 Certificates — Distributions — Subordination in the InformationCircular.

Underlying Classes A-1 and A-2, in that order, will receive all of the principal payments on theMortgages until they are retired. Thereafter, the series 2010-K7 class B and class C certificates will beentitled to such principal payments. Because of losses on the Mortgages and/or default-related or otherunanticipated expenses of the Underlying Trust, the total principal balance of the series 2010-K7 class Band class C certificates could be reduced to zero at a time when both Underlying Classes A-1 and A-2remain outstanding. Under those circumstances, any principal payments to Underlying Classes A-1 andA-2 will be made on a pro rata basis in accordance with the then-outstanding total principal balances ofthose classes. See Description of the Series 2010-K7 Certificates — Distributions — Principal Distri-butions and — Priority of Distributions in the Information Circular.

Private Rating of Certain Underlying Classes

Without taking into account our guarantee, Moody’s has determined that as of, and only as of, theirdate of issuance, Underlying Classes A-1, A-2 and X1 issued by the Underlying Trust (and which backA-1, A-2 and X1 offered hereby) would each carry a rating of “Aaa.” Underlying Class X3 issued by the

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Underlying Trust (and which backs X3 offered hereby) was not rated. The ratings assigned to UnderlyingClasses A-1, A-2 and X1 will not be subject to on-going monitoring, upgrades or downgrades or anyfurther assessment by Moody’s after the date of issuance of such Underlying Classes.

See Ratings in the Information Circular, which further describes the ratings of UnderlyingClasses A-1, A-2 and X1 and the series 2010-K7 class B certificates.

The Mortgages

The Mortgages consist of 83 fixed-rate mortgage loans, secured by 85 multifamily properties. TheMortgages have an initial mortgage pool balance of approximately $1,168,741,232 as of June 1, 2010.All of the Mortgages are balloon mortgage loans.

Mortgages representing 94.2% of the initial mortgage pool balance permit the borrowers to defeasethe Mortgages, if certain conditions are met. See Description of the Underlying Mortgage Loans —Certain Terms and Conditions of the Underlying Mortgage Loans — Release of Property ThoughSubstitution, Defeasance or Prepayment in the Information Circular.

Three of the Mortgages, representing 1.4% of the initial mortgage pool balance, are cross-collat-eralized and cross-defaulted with each other. See Risk Factors — Risks Related to the UnderlyingMortgage Loans — Enforceability of Cross-Collateralization Provisions May Be Challenged and theBenefits of these Provisions May Otherwise Be Limited and Description of the Underlying MortgageLoans — Cross-Collateralized Mortgage Loans and Mortgage Loans with Affiliated Borrowers in theInformation Circular.

Description of the Underlying Mortgage Loans and Exhibits A-1, A-2 and A-3 in the InformationCircular further describe the Mortgages.

PAYMENTS

Payment Dates; Record Dates

We make payments of principal and interest on the SPCs on each Payment Date, beginning inJuly 2010. A “Payment Date” is the 25th of each month or, if the 25th is not a Business Day, the nextBusiness Day.

On each Payment Date, DTC credits payments to the DTC Participants that were owners of record atthe close of business on the last Business Day of the related Accrual Period.

Method of Payment

The Registrar makes payments to DTC in immediately available funds. DTC credits payments to theaccounts of DTC Participants in accordance with its normal procedures. Each DTC Participant, and eachother financial intermediary, is responsible for remitting payments to its customers.

Interest

General

We pay interest on each Payment Date on each Class of SPCs. The Classes bear interest as describedunder Terms Sheet — Interest in this Supplement.

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Accrual Period

The “Accrual Period” for each Payment Date is the preceding calendar month.

We calculate interest based on a 360-day year of twelve 30-day months.

Principal

We pay principal on each Payment Date on each of A-1 and A-2 to the extent principal is payable onits corresponding Underlying Class. Investors receive principal payments on a pro rata basis among theSPCs of their Class.

See Terms Sheet — Principal in this Supplement and Description of the Series 2010-K7 Certifi-cates — Priority of Distributions and — Distributions — Principal Distributions in the InformationCircular.

Static Prepayment Premiums and Yield Maintenance Charges

Any Static Prepayment Premium or Yield Maintenance Charge collected in respect of any of theMortgages will be distributed first as additional interest on Underlying Classes A-1 and A-2 and theseries 2010-K7 class B certificates and thereafter to Underlying Classes X1 and X3 and theseries 2010-K7 class X2 certificates. Any such additional interest on Underlying Classes A-1, A-2,X1 or X3 will be passed through to the corresponding Classes of SPCs. Our guarantee does not cover thepayment of any Yield Maintenance Charges, Static Prepayment Premiums or any other prepaymentpremiums related to the Mortgages.

See Description of the Series 2010-K7 Certificates — Distributions — Distributions of StaticPrepayment Premiums and Yield Maintenance Charges in the Information Circular.

Class Factors

General

We make Class Factors for the Classes of SPCs available on or prior to each Payment Date. SeeDescription of Pass-Through Certificates — Payments — Class Factors in the Offering Circular.

Use of Factors

You can calculate principal and interest payments by using the Class Factors.

For example, the reduction in the balance of a Class in February will equal its original balance timesthe difference between its January and February Class Factors. The amount of interest to be paid on aClass in February will equal interest at its Class Coupon, accrued during the related Accrual Period, on itsbalance determined by its January Class Factor.

Guarantees

We guarantee to each Holder of each Class of SPCs (a) the timely payment of interest at its ClassCoupon; (b) the payment of principal on A-1 and A-2, on or before the Payment Date immediatelyfollowing the maturity date of each Mortgage (to the extent of principal on such Class of SPCs that wouldhave been payable from such Mortgage); (c) the reimbursement of any Realized Losses and anyAdditional Issuing Entity Expenses allocated to each Class of SPCs; and (d) the ultimate payment ofprincipal on A-1 and A-2 by the Final Payment Date of such Class. Our guarantee does not cover any lossof yield on X1 or X3 following a reduction of its notional principal amount due to a write-down of anyUnderlying Classes or of the series 2010-K7 class B or C certificates (as applicable), nor does it cover thepayment of any Yield Maintenance Charges, Static Prepayment Premiums or any other prepayment

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premiums related to the Mortgages. See Description of Pass-Through Certificates — Guarantees in theOffering Circular and Description of the Series 2010-K7 Certificates — Distributions — Freddie MacGuarantee in the Information Circular.

Optional Termination; Redemption

The Directing Certificateholder for the Underlying Trust, the Underlying Special Servicer or theUnderlying Master Servicer will have the option to purchase the Mortgages and other trust property andterminate the Underlying Trust on any Payment Date on which the total Stated Principal Balance of theMortgages is less than 1% of the initial mortgage pool balance. See The Series 2010-K7 Pooling andServicing Agreement — Termination in the Information Circular.

If a termination of the Underlying Trust occurs, each Class of SPCs will receive its unpaid principalamount, if any, plus interest for the related Accrual Period. We will give notice of termination to Holdersnot later than the fifth Business Day of the month in which the termination will occur, and each ClassFactor we publish in that month will equal zero.

In addition, we will have the right to redeem the outstanding SPCs on any Payment Date when theaggregate remaining principal balance of A-1 and A-2 would be less than 1% of their aggregate originalprincipal balance. We will give notice of any exercise of this right to Holders 30 to 60 days before theredemption date. We will pay a redemption price equal to the unpaid principal amount, if any, of eachClass redeemed plus interest for the related Accrual Period.

PREPAYMENT AND YIELD ANALYSIS

Mortgage Prepayments

The rates of principal payments on the Classes will depend primarily on the rates of principalpayments, including prepayments, on the related Mortgages. Each Mortgage may be prepaid, subject tocertain restrictions and requirements, including one of the following:

• a prepayment lock-out and a defeasance period, during which voluntary prepayments areprohibited (although, for a portion of that period, beginning no sooner than the secondanniversary of the date of issuance of the SPCs, the related Mortgage may be defeased),followed by an open period during which voluntary prepayments may be made without anyrestriction or prepayment consideration; or

• a prepayment consideration period during which voluntary prepayments must be accom-panied by the greater of a Static Prepayment Premium or a Yield Maintenance Charge,followed by a prepayment consideration period during which voluntary prepayments mustbe accompanied by a Static Prepayment Premium, followed by an open period during whichvoluntary prepayments may be made without any restriction or prepayment consideration.

Mortgage prepayment rates may fluctuate continuously and, in some market conditions, substantially.

See Prepayment, Yield and Suitability Considerations — Prepayments in the Offering Circular for adiscussion of mortgage prepayment considerations and risks. Risk Factors, Description of the UnderlyingMortgage Loans and Yield and Maturity Considerations in the Information Circular discuss prepaymentconsiderations for the Underlying Classes.

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Yield

As an investor in SPCs, your yield will depend on:

• Your purchase price.

• The rate of principal payments on the underlying Mortgages.

• Whether an optional termination of the Underlying Trust occurs or the SPCs are redeemed.

• The actual characteristics of the underlying Mortgages.

• In the case of X1 or X3, the extent to which its Class Coupon formula results in reductions orincreases in its Class Coupon.

• The delay between each Accrual Period and the related Payment Date.

See Prepayment, Yield and Suitability Considerations — Yields in the Offering Circular for adiscussion of yield considerations and risks.

Suitability

The SPCs may not be suitable investments for you. See Prepayment, Yield and SuitabilityConsiderations — Suitability in the Offering Circular for a discussion of suitability considerationsand risks.

FINAL PAYMENT DATES

The Final Payment Date for each Class of SPCs is the latest date by which it will be paid in full andwill retire. The Final Payment Dates generally reflect the maturity dates of the Mortgages and assume,among other things, no prepayments or defaults on the Mortgages. The actual retirement of each Classmay occur earlier than its Final Payment Date.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

General

Any discussion of tax matters herein and in the Offering Circular was not intended or written to beused, and cannot be used, by any person for the purpose of avoiding tax penalties that may be imposed onsuch person. Such discussion was written to support the promotion and marketing of the SPCs. Investorsshould consult their own independent tax advisors regarding the SPCs and each investor’s particularcircumstances.

The following is a general discussion of federal income tax consequences of the purchase,ownership and disposition of the Classes of SPCs. It does not address all federal income tax consequencesthat may apply to particular categories of investors, some of which may be subject to special rules. Thetax laws and other authorities for this discussion are subject to change or differing interpretations, and anychange or interpretation could apply retroactively. You should consult your tax advisor to determine thefederal, state, local and any other tax consequences that may be relevant to you.

Neither the SPCs nor the income derived from them is exempt from federal income, estate or gifttaxes under the Code by virtue of the status of Freddie Mac as a government-sponsored enterprise.Neither the Code nor the Freddie Mac Act contains an exemption from taxation of the SPCs or the incomederived from them by any state, any possession of the United States or any local taxing authority.

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Classification of Investment Arrangement

The arrangement under which each Class of SPCs is created and sold and the related pass-throughpool is administered will be classified as a grantor trust under subpart E, part I of subchapter J of theCode. As an investor in SPCs, you will be treated for federal income tax purposes as the owner of a prorata undivided interest in the related Underlying Class.

Status of Classes

Upon the issuance of the Underlying Classes, Cadwalader, Wickersham & Taft LLP, counsel for theUnderlying Depositor, will deliver its opinion generally to the effect that, assuming compliance with allthe provisions of the Pooling Agreement and certain other documents:

• Specified portions of the assets of the Underlying Trust will qualify as multiple REMICsunder the Code.

• Each Underlying Class will represent ownership of a “regular interest” in one of thoseREMICs.

Accordingly, an investor in a Class of SPCs will be treated as owning a REMIC regular interest.

For information regarding the federal income tax consequences of investing in an Underlying Class,see Certain Federal Income Tax Consequences in the Information Circular.

Information Reporting

We will provide each Holder of each Class, within a reasonable time after the end of each calendaryear, information to assist beneficial owners in preparing their federal income tax returns, or to enable theHolder to make such information available to investors or financial intermediaries for which the Holderholds the SPCs as nominee.

LEGAL INVESTMENT CONSIDERATIONS

You should consult your legal advisor to determine whether the SPCs are a legal investment for youand whether you can use the SPCs as collateral for borrowings. See Legal Investment Considerations inthe Offering Circular.

ACCOUNTING CONSIDERATIONS

You should consult your accountant for advice on the appropriate accounting treatment for yourCertificates. See Accounting Considerations in the Offering Circular.

ERISA CONSIDERATIONS

Fiduciaries of employee benefit plans should review ERISA Considerations in the Offering Circular.

PLAN OF DISTRIBUTION

Under an agreement with the Placement Agents, they have agreed to purchase all of the SPCs notplaced with third parties for resale to us.

Our agreement with the Placement Agents provides that we will indemnify them against certainliabilities.

LEGAL MATTERS

Our General Counsel (or one of our Deputy General Counsels) will render an opinion on the legalityof the SPCs. Cadwalader, Wickersham & Taft LLP is representing the Underlying Depositor and thePlacement Agents on legal matters concerning the SPCs. That firm is also rendering certain legal servicesto us with respect to the SPCs.

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Freddie MacGiant and Other Pass-Through Certificates

Giant CertificatesStripped Giant CertificatesStripped Interest CertificatesCallable Pass-Through CertificatesStructured Pass-Through Certificates

The Pass-Through Certificates

Freddie Mac issues and guarantees several types of Pass-Though Certificates. Pass-Through Certificatesare securities that represent interests in pools of assets that are held in trust for investors and are backed byresidential mortgages.

Freddie Mac’s Guarantee

We guarantee the payment of interest and principal on the Pass-Through Certificates as described in thisOffering Circular. Principal and interest payments on the Pass-Through Certificates are notguaranteed by, and are not debts or obligations of, the United States or any federal agency orinstrumentality other than Freddie Mac. We alone are responsible for making payments on ourguarantee.

Freddie Mac Will Provide More Information for Each Offering

This Offering Circular describes the general characteristics of Pass-Through Certificates. For eachoffering of Pass-Through Certificates, we prepare an offering circular supplement. The supplement willdescribe more specifically the particular Pass-Through Certificates included in that offering.

Tax Status and Securities Law Exemptions

The Pass-Through Certificates are not tax-exempt. Because of applicable securities law exemptions, wehave not registered the Pass-Through Certificates with any federal or state securities commission. Nosecurities commission has reviewed this Offering Circular.

Pass-Through Certificates may not be suitable investments for you. You should not purchasePass-Through Certificates unless you have carefully considered and are able to bear theassociated prepayment, interest rate, yield and market risks of investing in them. The RiskFactors section beginning on page 11 highlights some of these risks.

Offering Circular dated June 1, 2010

If you intend to purchase Pass-Through Certificates, you should rely on the information in thisOffering Circular, in the disclosure documents that we incorporate by reference in this Offering Circularas stated under Additional Information and in the related supplement for those Pass-Through Certificates.We have not authorized anyone to provide you with different information.

This Offering Circular, the related supplement and any incorporated documents may not be correctafter their dates.

We are not offering the Pass-Through Certificates in any jurisdiction that prohibits their offer.

TABLE OF CONTENTS

Description Page

Freddie Mac . . . . . . . . . . . . . . . . . . . . . 3General . . . . . . . . . . . . . . . . . . . . . . . 3Conservatorship . . . . . . . . . . . . . . . . . 3Our Initiatives Under the Making

Home Affordable Program. . . . . . . 4Additional Information . . . . . . . . . . . . . 6Summary . . . . . . . . . . . . . . . . . . . . . . . . 8Risk Factors . . . . . . . . . . . . . . . . . . . . . . 11

Prepayment and Yield Factors . . . . . . 11Investment Factors . . . . . . . . . . . . . . . 13Governance Factors . . . . . . . . . . . . . . 15

Application of Proceeds. . . . . . . . . . . . . 17Description of Pass-Through

Certificates . . . . . . . . . . . . . . . . . . . . . 17General . . . . . . . . . . . . . . . . . . . . . . . 17Giant Certificates . . . . . . . . . . . . . . . . 18Stripped Giant Certificates . . . . . . . . . 18Stripped Interest Certificates . . . . . . . 19Callable Pass-Through Certificates . . 19Structured Pass-Through Certificates . . 20Categories of Classes . . . . . . . . . . . . . 20Pass-Through Pool Assets . . . . . . . . . 22Payments . . . . . . . . . . . . . . . . . . . . . . 24Guarantees . . . . . . . . . . . . . . . . . . . . . 28Form of Pass-Through Certificates,

Holders and Payment Procedures . . 28Prepayment, Yield and Suitability

Considerations . . . . . . . . . . . . . . . . . . 30Prepayments. . . . . . . . . . . . . . . . . . . . 30Yields. . . . . . . . . . . . . . . . . . . . . . . . . 31Suitability . . . . . . . . . . . . . . . . . . . . . 33Tabular Information in

Supplements . . . . . . . . . . . . . . . . . . 34The Pass-Through Trust Agreement . . . 36

Transfer of Assets to Pass-ThroughPool . . . . . . . . . . . . . . . . . . . . . . . . 36

Various Matters RegardingFreddie Mac . . . . . . . . . . . . . . . . . . 36

Description Page

Events of Default . . . . . . . . . . . . . . . . 38Rights Upon Event of Default . . . . . . 38Voting Rights . . . . . . . . . . . . . . . . . . . 39Voting Under Any PC or REMIC

Agreement . . . . . . . . . . . . . . . . . . . 39Amendment . . . . . . . . . . . . . . . . . . . . 40Governing Law . . . . . . . . . . . . . . . . . 40

Certain Federal Income TaxConsequences . . . . . . . . . . . . . . . . . . 40General . . . . . . . . . . . . . . . . . . . . . . . 40Giant Certificates . . . . . . . . . . . . . . . . 42Strips . . . . . . . . . . . . . . . . . . . . . . . . . 45SPCs . . . . . . . . . . . . . . . . . . . . . . . . . 48CPCs . . . . . . . . . . . . . . . . . . . . . . . . . 48Exchange Transactions . . . . . . . . . . . 51Backup Withholding, Foreign

Withholding and InformationReporting . . . . . . . . . . . . . . . . . . . . 51

ERISA Considerations . . . . . . . . . . . . . . 52Accounting Considerations . . . . . . . . . . 53Legal Investment Considerations . . . . . . 53Distribution Arrangements . . . . . . . . . . . 54Increase in Size . . . . . . . . . . . . . . . . . . . 54Appendix I — Index of Terms . . . . . . . . I-1Appendix II — Exchange Procedures

for Stripped Giant Certificates . . . . . . II-1Appendix III — Examples of MACS

Exchanges . . . . . . . . . . . . . . . . . . . . . III-1Appendix IV — Redemption and

Exchange Procedures for CPCs. . . . . IV-1Appendix V — Frequently Used Giant

Prefixes . . . . . . . . . . . . . . . . . . . . . . . V-1Appendix VI — Example Giant Pool

Supplement . . . . . . . . . . . . . . . . . . . . VI-1Appendix VII — Terms Used in Pool

Supplements. . . . . . . . . . . . . . . . . . . . VII-1

The Index of Terms (Appendix I) shows where definitions of capitalized terms appear.

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FREDDIE MAC

General

Freddie Mac was chartered by Congress in 1970 under the Federal Home Loan Mortgage Cor-poration Act (the “Freddie Mac Act”) with a public mission to stabilize the nation’s residentialmortgage markets and expand opportunities for homeownership and affordable rental housing.

Our statutory mission is to provide liquidity, stability and affordability to the U.S. housing market.We fulfill our mission by purchasing residential mortgages and mortgage-related securities in thesecondary mortgage market and securitizing them into mortgage-related securities that can be sold toinvestors. Our participation in the secondary mortgage market includes providing our credit guarantee forresidential mortgages originated by mortgage lenders and investing in mortgage loans and mortgage-related securities. Through our credit guarantee activities, we securitize mortgage loans by issuing PCs tothird-party investors. We also resecuritize mortgage-related securities that are issued by us or Ginnie Maeas well as private, or non-agency, entities by issuing structured securities to third-party investors. Weguarantee multifamily mortgage loans that support housing revenue bonds issued by third parties and weguarantee other mortgage loans held by third parties.

Although we are chartered by Congress, we alone are responsible for making payments on oursecurities. Neither the U.S. government nor any agency or instrumentality of the U.S. government, otherthan Freddie Mac, guarantees our securities and other obligations.

Our statutory mission, as defined in our charter, is:

• To provide stability in the secondary market for residential mortgages;

• To respond appropriately to the private capital market;

• To provide ongoing assistance to the secondary market for residential mortgages (includingactivities relating to mortgages for low- and moderate-income families, involving a rea-sonable economic return that may be less than the return earned on other activities); and

• To promote access to mortgage credit throughout the U.S. (including central cities, ruralareas and other underserved areas).

Conservatorship

We continue to operate under the conservatorship that commenced on September 6, 2008, con-ducting our business under the direction of the Federal Housing Finance Agency (“FHFA”), ourconservator (the “Conservator”). FHFAwas established under the Federal Housing Finance RegulatoryReform Act of 2008 (the “Reform Act”). Prior to the enactment of the Reform Act, the Office of FederalHousing Enterprise Oversight and the U.S. Department of Housing and Urban Development (“HUD”),had general regulatory authority over Freddie Mac, including authority over our affordable housing goalsand new programs. Under the Reform Act, FHFA now has general regulatory authority over us, thoughHUD still has authority over Freddie Mac with respect to fair lending.

Upon its appointment, FHFA, as Conservator, immediately succeeded to all rights, titles, powers andprivileges of Freddie Mac and of any stockholder, officer or director of Freddie Mac with respect to usand our assets, and succeeded to the title to all books, records and assets of Freddie Mac held by any otherlegal custodian or third party. During the conservatorship, the Conservator has delegated certain authorityto our Board of Directors to oversee, and to management to conduct, day-to-day operations so that

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Freddie Mac can continue to operate in the ordinary course of business. There is significant uncertainty asto whether or when we will emerge from conservatorship, as it has no specified termination date, and as towhat changes may occur to our business structure during or following our conservatorship, includingwhether we will continue to exist. While we are not aware of any current plans of our Conservator tosignificantly change our business structure in the near term, Treasury and HUD, in consultation withother government agencies, are expected to develop legislative recommendations on government-sponsored enterprises Freddie Mac, Fannie Mae and the Federal Home Loan Banks.

To address deficits in our net worth, FHFA, as Conservator, entered into a senior preferred stockpurchase agreement (as amended, the “Purchase Agreement”) with the U.S. Department of theTreasury (“Treasury”), and (in exchange for an initial commitment fee of senior preferred stock andwarrants to purchase common stock) Treasury made a commitment to provide funding, under certainconditions. We are dependent upon the continued support of Treasury and FHFA in order to continueoperating our business. Our ability to access funds from Treasury under the Purchase Agreement iscritical to keeping us solvent and avoiding appointment of a receiver by FHFA under statutory mandatoryreceivership provisions.

Our Initiatives Under the Making Home Affordable Program

On February 18, 2009, President Obama announced the Homeowner Affordability and StabilityPlan, designed to help in the housing recovery, promote liquidity and housing affordability, expand ourforeclosure prevention efforts and set market standards. The Obama administration subsequentlyannounced additional details about these initiatives under the Making Home Affordable Program(the “MHA Program”).

Under the MHA Program, Freddie Mac is carrying out initiatives to enable eligible homeowners torefinance qualifying mortgages and to encourage modifications of such mortgages for eligible home-owners who are in default and those who are at risk of imminent default, including the following:

• Home Affordable Refinance initiative. We call our initiative in this area the “Relief RefinanceProgram.” Under this program, we have set forth the terms and conditions under which we willpurchase refinancings of mortgages we own or guarantee. Borrowers under “Relief RefinanceMortgages”SM must be current on their original mortgages. Certain eligible borrowers applyingfor Relief Refinance Mortgages may be subject to streamlined underwriting procedures and, forcertain eligible mortgages, the value of eligible properties may be determined using an automatedvaluation model. The loan to value (“LTV”) ratio on fixed rate Relief Refinance Mortgages maybe more than 105% and equal to or lower than 125%. A Relief Refinance Mortgage may bewithout mortgage insurance if the original mortgage did not bear mortgage insurance. ReliefRefinance Mortgages must be originated on or before June 30, 2011.

• Home Affordable Modification initiative. We call our initiative in this area the “Home AffordableModification Program” or “HAMP.” Under this program, our servicers offer eligible borrowersin owner-occupied homes who are delinquent or who are current but at risk of imminent default ontheir mortgages modifications that reduce their monthly principal and interest payments on theirmortgages. HAMP seeks to provide a uniform, consistent regime that servicers can use inmodifying mortgages to prevent foreclosures. Under HAMP, servicers that service mortgages areprovided incentives to reduce at-risk borrowers’ monthly mortgage payments to a minimum of31% of gross monthly income, which may be achieved through a variety of methods, includinginterest rate reductions, term extensions and principal forbearance. Borrowers are subject to a trial

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period under which they are required to remit a number of monthly payments that are an estimateof the anticipated modified payment amount. After the borrower successfully meets the require-ments of the trial period and provides all required documentation, a borrower’s mortgage ismodified. We bear the full cost of these modifications and do not receive a reimbursement fromTreasury. Servicers are paid incentive fees both when they originally modify a loan, and over time,if the modified loan remains current. Borrowers whose mortgages are modified through thisprogram will also accrue monthly incentive payments that will be applied to reduce their principalas they successfully make timely payments over a period of five years. Freddie Mac, rather thanTreasury, will bear the costs of these servicer and borrower incentive fees. Mortgage holders arealso entitled to certain subsidies for reducing the monthly payments from 38% to 31% of theborrower’s income; however, we will not receive such subsidies on mortgages. HAMP applies tomortgages originated on or before January 1, 2009 and will expire on December 31, 2012.

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ADDITIONAL INFORMATION

Our common stock is registered with the Securities and Exchange Commission (the “SEC”) underthe Securities Exchange Act of 1934 (“Exchange Act”). As a result, we file annual, quarterly and currentreports, proxy statements and other information with the SEC.

As described below, we incorporate certain documents by reference in this Offering Circular, whichmeans that we are disclosing information to you by referring you to those documents rather than byproviding you with separate copies. We incorporate by reference in this Offering Circular:

• Our most recent Annual Report on Form 10-K, filed with the SEC.

• All other reports we have filed with the SEC pursuant to Section 13(a) of the Exchange Act sincethe end of the year covered by that Form 10-K, excluding any information “furnished” to the SECon Form 8-K.

• All documents that we file with the SEC pursuant to Section 13(a), 13(c) or 14 of the ExchangeAct after the date of this Offering Circular and prior to the termination of the offering of therelated Certificates, excluding any information we “furnish” to the SEC on Form 8-K.

• The current offering circular for our Mortgage Participation Certificates and any related sup-plements (together, the “PC Offering Circular”).

These documents are collectively referred to as the “Incorporated Documents” and are consideredpart of this Offering Circular. You should read this Offering Circular and the related supplement, inconjunction with the Incorporated Documents. Information that we incorporate by reference willautomatically update information in this Offering Circular. Therefore, you should rely only on the mostcurrent information provided or incorporated by reference in this Offering Circular and the relatedsupplement.

You may read and copy any document we file with the SEC at the SEC’s public reference room at100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for furtherinformation on the public reference room. The SEC also maintains a website at http://www.sec.gov thatcontains reports, proxy and information statements, and other information regarding companies that fileelectronically with the SEC.

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You can obtain, without charge, copies of this Offering Circular, the Incorporated Documents, thePass-Through Trust Agreement and the related supplement under which Certificates are issued from:

Freddie Mac — Investor Inquiry1551 Park Run Drive, Mailstop D5O

McLean, Virginia 22102-3110Telephone: 1-800-336-3672

(571-382-4000 within the Washington, D.C. area)E-mail: Investor_Inquiry@freddiemac.com

We also make these documents available on our internet website at this address:

Internet Website: www.freddiemac.com*

This Offering Circular relates to Pass-Through Certificates issued on and after June 1, 2010. Forinformation about Pass-Through Certificates issued before that date, see the related Offering Circular(available on our internet website) that was in effect at the time of issuance of those Pass-ThroughCertificates. Under the Pass-Through Trust Agreement described in this Offering Circular, Freddie Machas agreed to act as Trustee for and to administer all existing Pass-Through Certificates substantially inaccordance with the Pass-Through Trust Agreement, as described in this Offering Circular. See The Pass-Through Trust Agreement.

* We are providing this and other internet addresses solely for the information of investors. We do not intend these internet addresses to be activelinks and we are not using references to these addresses to incorporate additional information into this Offering Circular or any supplement,except as specifically stated in this Offering Circular.

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SUMMARY

This summary highlights selected information about the Pass-Through Certificates. Beforebuying Pass-Through Certificates, you should read the remainder of this Offering Circular and thesupplement for the particular offering and the Incorporated Documents. You should rely on theinformation in the supplement if it is different from the information in this Offering Circular.

Trustee, Depositor,Administrator andGuarantor . . . . . . . . . . . . . . Federal Home Loan Mortgage Corporation, or “Freddie Mac,” a

shareholder-owned government-sponsored enterprise.

On September 6, 2008, the Director of FHFA placed Freddie Macinto conservatorship pursuant to authority granted by the Reform Act.As the Conservator, FHFA immediately succeeded to all rights, titles,powers and privileges of Freddie Mac, and of any stockholder, officeror director of Freddie Mac, with respect to Freddie Mac and the assetsof Freddie Mac. For additional information regarding the conserva-torship, see Freddie Mac — Conservatorship and Risk Factors —Governance Factors.

Pass-Through Certificates . . . As Depositor, we transfer and deposit mortgage-related assets that wehave acquired into various trust funds established pursuant to thePass-Through Trust Agreement. As Trustee for these trust funds, wecreate and issue under the Pass-Through Trust Agreement “Pass-Through Certificates” representing beneficial ownership interestsin “Pass-Through Pools,” which are pools of assets held by thosetrust funds.

Assets and Mortgages . . . . . . . The assets in each Pass-Through Pool may include Freddie Mac PCs,GNMA Certificates, Pass-Through Certificates, other securitiesbacked by residential mortgages that we have purchased or othermortgage-related assets, all proceeds of those assets, amounts ondeposit in a custodial account of collections from those assets and theright to receive payments pursuant to our guarantee. The mortgagesunderlying the assets (the “Mortgages”) may be secured by single-family or multifamily residential properties, and have either a fixedor an adjustable interest rate.

Types of Pass-Through Certificates:

• Giant Certificates . . . . . . . Giant Certificates are single-class securities that receive principaland interest from their underlying assets. They may have either afixed or an adjustable interest rate, called a class coupon, dependingon the underlying Mortgages.

•• Giant PCs . . . . . . . . . . Giant PCs are Giant Certificates whose underlying assets are FreddieMac PCs, other Giant PCs or Freddie Mac REMIC securities backedby PCs.

•• Giant Securities . . . . . . Giant Securities are Giant Certificates whose underlying assets areGNMA Certificates or other Giant Securities.

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• Stripped GiantCertificates . . . . . . . . . . . . Stripped Giant Certificates are issued in series consisting of two or

more classes that receive principal only, interest only or both prin-cipal and interest from their underlying asset. Each series is backedby a single Giant Certificate. If you own proportionate amounts ofeach of the classes from the same series, you may exchange them foran equivalent amount of the underlying asset, and vice versa.

•• Modifiable AndCombinableSecurities (MACS) . . . MACS are Stripped Giant Certificates issued in series consisting of a

fixed rate interest only class, a principal only class and multiple fixedrate classes that receive both principal and interest with differentclass coupons, ranging from deep discount to high premium coupons.A series of MACS also may include multiple floating rate and inversefloating rate classes, some of which receive both principal andinterest and some of which are interest only classes. If you ownappropriate amounts of MACS classes, you may exchange them forother classes of the same series with different class coupons orinterest rate formulas, or for an equivalent amount of the underlyingasset, and vice versa.

• Stripped InterestCertificates . . . . . . . . . . . . Stripped Interest Certificates are issued in series consisting of one or

more classes that receive interest payments from one or more assets.Each series is backed by a portion of interest payments from Mort-gages included in various pools that back Freddie Mac PCs.

• Callable Pass-ThroughCertificates (CPCs) . . . . . CPCs are issued in series consisting of pairs of callable and call

classes, and are backed by Giant Certificates. The callable classreceives principal and interest from the underlying assets. The callclass receives no principal or interest, but has the right to call therelated callable class for redemption and to receive the underlyingsecurities.

• Structured Pass-ThroughCertificates (SPCs) . . . . . . SPCs are issued in series consisting of one or more classes. Each class

receives payments from one or more assets. The assets usually areREMIC classes issued by Freddie Mac or another party.

Payments . . . . . . . . . . . . . . . . . As Administrator, Freddie Mac passes through any payment ofprincipal and interest due on a Pass-Through Certificate monthlyon the applicable Payment Date. As described in more detail later,Payment Dates fall on or about:

• The 15th of each month, for classes backed by PCs.

• The 17th or 20th of each month, as applicable, for classes backedby GNMA Certificates.

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• Interest . . . . . . . . . . . . . . . Freddie Mac pays interest on each class of Pass-Through Certificatesat its class coupon. Interest payable on a Payment Date accruesduring the monthly accrual period specified in this Offering Circularor the applicable supplement.

• Principal . . . . . . . . . . . . . . Pass-Through Certificates receive principal payments in the sameamounts and the same periods as their underlying assets. Holders of aclass of Pass-Through Certificates entitled to principal receive prin-cipal payments proportionately with each other, based on the prin-cipal amounts of their Pass-Through Certificates.

Trustee . . . . . . . . . . . . . . . . . . . Freddie Mac serves as Trustee for each issue of Pass-Through Cer-tificates pursuant to the terms of the Pass-Through Trust Agreementfor that issue.

Accounting Considerations . . . Various factors may influence the accounting treatment applicable tovarious types of Pass-Through Certificates. You should consult yourown accountant regarding the appropriate accounting treatment forPass-Through Certificates or an exchange of Pass-ThroughCertificates.

Form of Pass-ThroughCertificates . . . . . . . . . . . . . . Pass-Through Certificates that are backed by PCs or GNMA Cer-

tificates in most cases will be issued, held and transferable on thebook-entry system of the Federal Reserve Banks (the “FedSystem”).

In some cases, Pass-Through Certificates may be issued, held andtransferable on the book-entry system (the “DTC System”) of TheDepository Trust Company or its successor (“DTC”).

Some classes, including call classes, will be issued in registered,certificated form. They will be transferable at our office, in ourcapacity as registrar, or at the office of any successor registrar wedesignate (the “Registrar”).

Holders . . . . . . . . . . . . . . . . . . As an investor in Pass-Through Certificates, you are not necessarilythe Holder of those Pass-Through Certificates. You will ordinarilyhold your Pass-Through Certificates through one or more financialintermediaries. Your rights as an investor may be exercised onlythrough the Holder of your Pass-Through Certificates, and FreddieMac may treat the Holder as the absolute owner of your Pass-Through Certificates. The term “Holder” means:

• For a class held on the Fed System, any entity that appears on therecords of a Federal Reserve Bank as a holder of that class.

• For a class held on the DTC System, DTC or its nominee.

• For a certificated class, any entity or individual that appears onthe records of the Registrar as a registered holder of that class.

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RISK FACTORS

Although we guarantee the payments on Pass-Through Certificates, and so bear the associated creditrisk, as an investor you will bear the other risks of owning mortgage securities. This section highlightssome of these risks. Investors should carefully consider the risks described below and elsewhere in thisOffering Circular, the related supplement and the Incorporated Documents before deciding to purchasePass-Through Certificates. You should also review the Risk Factors section of the PC Offering Circularfor discussions of the risks related to PCs and the underlying Mortgages. However, neither this OfferingCircular nor those other documents describe all the possible risks of an investment in the Pass-ThroughCertificates that may result from your particular circumstances, nor do they project how the Pass-Through Certificates will perform under all possible interest rate and economic scenarios.

PREPAYMENT AND YIELD FACTORS:

Principal payment rates are uncertain. Principal payment rates on the Pass-Through Certif-icates will depend on the rates of principal payments on the underlying Mortgages. Mortgage principalpayments include scheduled payments and full and partial prepayments, including prepayments thatresult from refinancings and other voluntary payments by borrowers and from the repurchase ofMortgages due to defaults or delinquencies, inaccurate representations or warranties or other factors.Mortgage prepayment rates fluctuate continuously and in some market conditions substantially. There-fore, we cannot predict the rate of prepayments on the Assets or the rate of principal payments on therelated Pass-Through Certificates.

Substantial repurchases of seriously delinquent Mortgages could materially affect the pre-payment rates of the assets backing your Pass-Through Certificates. Starting in March 2010, webegan repurchasing seriously delinquent Mortgages from PC pools, and we expect to continue repur-chasing most of those Mortgages that become 120 days or more delinquent if we determine that the costof guarantee payments, including advances of interest, exceeds the cost of holding those nonperformingMortgages in our retained portfolio, due to our adoption of new accounting standards and changingeconomics. We will continue to review the economics of repurchasing Mortgages that are 120 days ormore delinquent in the future and may reevaluate our delinquent Mortgage repurchase practices and alterthem if circumstances warrant.

Increased Mortgage refinance, modification and other loss mitigation programs could mate-rially affect Mortgage prepayment speeds. Working with our Conservator, we have significantlyincreased our loan modification and foreclosure prevention efforts since we entered into conservatorship,such as foreclosure suspensions and the Relief Refinance and Home Affordable Modification Programsunder the MHA Program.

Depending on the level of borrower response to our Relief Refinance and Home AffordableModification Programs and the number of borrowers who qualify for such refinancings and modifica-tions, the increase in prepayments on certain Mortgages could be material. Generally, refinancings andmodifications of Mortgages result in prepayments to investors in an amount equal to the unpaid principalbalance of the affected Mortgages. We cannot predict the number of borrowers who will qualify for theseprograms or the rate of prepayments on the related Pass-Through Certificates.

Mortgage prepayments are affected by many factors and are unpredictable. The rates ofprepayments of Mortgages, and therefore the rates of principal payments on the assets backing a series ofPass-Through Certificates, are influenced by a variety of economic, social and other factors, includinglocal and regional economic conditions, homeowner mobility and the availability of, and costs associatedwith, alternative financing.

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Such factors include but are not limited to prevailing mortgage interest rates, Mortgage charac-teristics, such as the geographic location of the mortgaged properties, loan size, LTV ratios or year oforigination, borrower characteristics (such as credit scores) and equity positions in their houses,availability and convenience of refinancing and prevailing servicing fee rates. In addition, the rate ofdefaults and resulting repurchases of the Mortgages and repurchases due to breaches of representationsand warranties by Mortgage sellers (presently, we have a substantial backlog of such repurchase requeststo Mortgage sellers), or due to modification (such as may occur upon a borrower’s successful completionof a trial period under our Home Affordable Modification Program) or refinancing as a result of default orimminent default, could affect prepayment rates and adversely affect the yield on your Pass-ThroughCertificates.

Prepayments can reduce your yield. Your yield on a class of Pass-Through Certificates willdepend on its price, the rate of prepayments on its underlying assets and the other characteristics of theMortgages. The Mortgages may be prepaid at any time, in most cases without penalty.

• If you purchase your class at a discount to its principal amount and the rate of principalpayments is slower than you expect, you will receive payments over a longer period than youexpect, so the yield on your investment will be lower than you expect.

• If you purchase your class at a premium over its principal amount and the rate of principalpayments is faster than you expect, you will receive payments over a shorter period than youexpect, so the yield on your investment will be lower than you expect.

• If you purchase an interest only class (including a class of Stripped Interest Certificates) orany other class at a significant premium and prepayments are very fast, you may not evenrecover your investment.

• In general, the rate of prepayments early in your investment has the greatest effect on youryield to maturity. A negative effect on your yield produced by principal prepayments at ahigher (or lower) rate than you expect in the period immediately following your purchase ofyour class is not likely to be fully offset by an equivalent reduction (or increase) in that rate inlater periods.

Callable classes are subject to redemption risks. If you own a callable class, a redemption willbe similar in its principal payment effect to a full prepayment of all the related Mortgages. After a callableclass becomes redeemable, its value is not likely to exceed, and may be lower than, its redemption price.

Index levels can reduce your yield if you own a floating rate or inverse floating rate class. Theyield on your class could be lower than you expect:

• If you own a floating rate class and the levels of the applicable index are lower than youexpect.

• If you own an inverse floating rate class and the levels of the applicable index are higher thanyou expect.

If you buy an interest only floating rate class, you may not even recover your investment if the level of theapplicable index is low or prepayments are fast. If you buy an interest only inverse floating rate class, youmay not even recover your investment if the level of the applicable index is high or prepayments are fast.

Reinvestment of principal payments may produce lower yields; expected principal paymentsmay not be available for reinvestment. Mortgages tend to prepay fastest when current interest ratesare low. When you receive principal payments in a low interest rate environment, you may not be able toreinvest them in comparable securities with as high a yield as your Pass-Through Certificates. When

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current interest rates are high, Mortgages tend to prepay more slowly and your ability to reinvest principalpayments could be delayed. If the yield on comparable investments is higher than the yield of your Pass-Through Certificates at that time, you could be disadvantaged by not receiving principal for reinvestmentas quickly as you expected.

Weak economic conditions persist and could adversely affect your Pass-Through Certificates.Weak economic conditions persist in the United States and the residential housing market continues toexperience serious difficulties. House prices have declined nationwide and that decline has been larger incertain states, including California, Florida, Arizona and Nevada, and in certain geographical regions,including the Midwest. A substantial number of borrowers are “underwater,” or owe more on theirMortgages than their homes are currently worth. National home prices may continue to decrease.Unemployment has increased substantially and the credit markets, including the residential mortgagemarket, have been volatile and have contracted considerably. Certain large lenders have failed, and someof our largest servicers have experienced ratings downgrades and liquidity constraints. At the same time,the rate and number of mortgage payment delinquencies, particularly with respect to mortgagesoriginated in recent years, have increased significantly and the prevailing adverse condition of theeconomy and the housing market have made it difficult or impossible for many borrowers to sell theirhomes or refinance their mortgages.

These circumstances may persist and could worsen and accelerate if the United States economy, thehousing market and consumer confidence do not recover or if foreign economies continue to experiencedifficulties. Payment defaults on Mortgages could result in accelerated prepayments of your Pass-Through Certificates as a result of Mortgage modifications, refinancings, foreclosures or workouts.

The rate of such refinancings and modifications could also substantially increase as a result of ourRelief Refinance and Home Affordable Modification Programs. These developments could adverselyaffect the liquidity, pricing and yield of your Pass-Through Certificates. Payment and recovery ofprincipal on the Pass-Through Certificates could depend on our ability to honor our guarantee obliga-tions. See Increased Mortgage refinance, modification and other loss mitigation programs couldmaterially affect Mortgage prepayment speeds.

INVESTMENT FACTORS:

The Pass-Through Certificates may not be suitable investments for you. The Pass-ThroughCertificates are complex securities. You, alone or together with your financial advisor, need to understandthe risks of your investment. You need to be able to analyze the information in the related offeringdocuments and the Incorporated Documents, as well as the economic, interest rate and other factors thatmay affect your investment. You also need to understand the terms of the Pass-Through Certificates andany investment restrictions that may apply to you. Because each investor has different investment needsand different risk tolerances, you should consult your own financial, legal, accounting and tax advisors todetermine if the Pass-Through Certificates are suitable investments for you. If you require a definitepayment stream, or a single payment on a specific date, the Pass-Through Certificates are not suitableinvestments for you. If you purchase Pass-Through Certificates, you need to have enough financialresources to bear all of the risks related to your investment.

The Pass-Through Certificates are subject to liquidity risk. Illiquidity can have a severelynegative impact on the prices of the Pass-Through Certificates, especially those that are particularlysensitive to prepayment or interest rate risk. The Pass-Through Certificates are not traded on anyexchange and the market price of a particular issuance of Pass-Through Certificates or a benchmark price

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may not be readily available. A secondary market for some types of Pass-Through Certificates may notdevelop. Even if a market develops, it may not continue. As a result, you may not be able to sell your Pass-Through Certificates easily or at prices that will allow you to realize your desired yield. The secondarymarkets for some Pass-Through Certificates have experienced periods of illiquidity in the past, and can beexpected to do so again in the future. Our financial condition, the conservatorship, uncertaintyconcerning our future structure and organization, including whether we will continue to exist, the levelof governmental support for Freddie Mac and market perceptions or speculation concerning such factorscould materially affect the liquidity and pricing of your Pass-Through Certificates. Moreover, adversenational or global financial developments may materially affect the liquidity and pricing of your Pass-Through Certificates. These include, among others: the disruption of international and domestic creditmarkets, recessionary or weak economic conditions in the U.S. and in foreign countries (including thosecountries that own and trade our Pass-Through Certificates and other mortgage-backed securities), severecontraction in the residential mortgage credit market and the demise and consolidation of several majorsecurities broker-dealers and financial institutions (including substantial mortgage originators). SeePrepayment and Yield Factors: Weak economic conditions persist and could adversely affect your Pass-Through Certificates.

Reductions in our mortgage portfolio may affect the liquidity of your Pass-Through Certif-icates. Under the Purchase Agreement, the size of our mortgage-related investments portfolio wascapped at $900 billion as of December 31, 2009 and, beginning in 2010, will decrease at the rate of 10%per year until it reaches $250 billion. The Purchase Agreement also limits the amount of indebtedness wecan incur. Historically, our portfolio assets have included a substantial amount of our Pass-ThroughCertificates and we have been an active purchaser of our Pass-Through Certificates for a variety ofreasons, including to provide liquidity for our Pass-Through Certificates. The limitation on ourindebtedness, the proceeds of which have been used in the past to purchase assets for our portfolio,and the requirement to shrink our portfolio beginning in 2010 may adversely affect the liquidity andpricing of your Pass-Through Certificates.

The Pass-Through Certificates are subject to market risk. The market value of your Pass-Through Certificates will vary over time, primarily in response to changes in prevailing interest rates.Financial, regulatory and legislative developments concerning Freddie Mac generally, including whetherwe are in conservatorship or receivership, could affect prices for your Pass-Through Certificates. Inaddition, any adverse change in the market perception of our level of governmental support or creditstanding could reduce the market price of the Pass-Through Certificates. If you sell your Pass-ThroughCertificates when their market values are low, you may experience significant losses.

The value of each call class will depend primarily on the market value of the assets to which therelated call right applies (which will depend on prevailing interest rates and other market and economicconditions), market expectations about its future value, and the costs associated with any exercise of thecall right. If you own a call class, you should consider the risk that you may lose all of your initialinvestment.

Index levels will affect yields of your adjustable rate Pass-Through Certificates. If your Pass-Through Certificates are backed by adjustable rate Mortgages, and the index level used to adjust theinterest rates on those Mortgages is lower than you expect, the yield on your investment could be lowerthan you expect, especially if prepayments are slow. Even if the index level is high but prepayments arefast, your yield could be lower than you expect.

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Your ability to exchange classes of MACS may be limited. You must own the right classes in theright proportions to enter into an exchange involving MACS. If you do not own the right classes, you maynot be able to obtain them because:

• The owner of a class that you need for an exchange may refuse or be unable to sell that classto you at a reasonable price or at any price.

• Some classes may be unavailable because they have been placed into other financialstructures, such as a REMIC.

• Principal payments and prepayments over time will decrease the amounts available forexchange.

You may not be allowed to buy Pass-Through Certificates. If you are subject to investmentlaws and regulations or to review by regulatory authorities, you may not be allowed to invest in sometypes of Pass-Through Certificates. If you purchase Pass-Through Certificates in violation of such laws orregulations, you may be compelled to divest such Pass-Through Certificates. See Legal InvestmentConsiderations.

GOVERNANCE FACTORS:

The Conservator may repudiate our contracts, including our guarantee. As Conservator,FHFA may disaffirm or repudiate contracts (subject to certain limitations for qualified financialcontracts) that we entered into prior to its appointment as Conservator if it determines, in its solediscretion, that performance of the contract is burdensome and that disaffirmation or repudiation of thecontract promotes the orderly administration of our affairs. The Reform Act requires FHFA to exercise itsright to disaffirm or repudiate most contracts within a reasonable period of time after its appointment asConservator.

The Conservator has advised us that it has no intention of repudiating any guarantee obligationrelating to Freddie Mac’s mortgage-related securities, including the Pass-Through Certificates, because itviews repudiation as incompatible with the goals of the conservatorship. In addition, the Reform Actprovides that mortgage loans and mortgage-related assets that have been transferred to a Freddie Macsecuritization trust must be held for the beneficial owners of the related Freddie Mac mortgage-relatedsecurities, including the Pass-Through Certificates, and cannot be used to satisfy our general creditors.

If our guarantee obligations were repudiated, payments of principal and/or interest to Holders wouldbe reduced in the event of any borrowers’ late payments or failure to pay or a servicer’s failure to remitborrower payments to the trust. In that case, trust administration and servicing fees could be paid frompayments on the Assets prior to distributions to Holders. Any actual direct compensatory damages oweddue to the repudiation of our guarantee obligations may not be sufficient to offset any shortfallsexperienced by Holders.

The Conservator also has the right to transfer or sell any asset or liability of Freddie Mac, includingour guarantee obligation, without any approval, assignment or consent. If the Conservator were totransfer our guarantee obligation to another party, Holders would have to rely on that party forsatisfaction of the guarantee obligation and would be exposed to the credit risk of that party.

FHFA could terminate the conservatorship by placing us into receivership, which couldadversely affect our guarantee, and restrict or eliminate certain rights of Holders. Under theReform Act, FHFA must place us into receivership if the Director of FHFA makes a determination in

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writing that our assets are, and for a period of 60 days have been, less than our obligations. FHFA hasnotified us that the measurement period for any mandatory receivership determination with respect to ourassets and obligations would commence no earlier than the SEC public filing deadline for our quarterly orannual financial statements and would continue for 60 calendar days after that date. FHFA has alsoadvised us that, if, during that 60-day period, we receive funds from Treasury in an amount at least equalto the deficiency amount under the Purchase Agreement, the Director of FHFA will not make amandatory receivership determination.

In addition, we could be put into receivership at the discretion of the Director of FHFA at any timefor other reasons, including conditions that FHFA has already asserted existed at the time the thenDirector of FHFA placed us into conservatorship. These include: a substantial dissipation of assets orearnings due to unsafe or unsound practices; the existence of an unsafe or unsound condition to transactbusiness; an inability to meet our obligations in the ordinary course of business; a weakening of ourcondition due to unsafe or unsound practices or conditions; critical undercapitalization; the likelihood oflosses that will deplete substantially all of our capital; or by consent. A receivership would terminate thecurrent conservatorship.

If FHFA were to become our receiver, it could exercise certain powers that could adversely affectHolders. As receiver, FHFA could repudiate any contract entered into by us prior to its appointment asreceiver if FHFA determines, in its sole discretion, that performance of the contract is burdensome andthat repudiation of the contract promotes the orderly administration of our affairs. The Reform Actrequires that any exercise by FHFA of its right to repudiate any contract occur within a reasonable periodfollowing its appointment as receiver.

If FHFA, as receiver, were to repudiate our guarantee obligations, the receivership estate would beliable for actual direct compensatory damages as of the date of receivership under the Reform Act. Anysuch liability could be satisfied only to the extent our assets were available for that purpose. Moreover, ifour guarantee obligations were repudiated, payments of principal and/or interest to Holders would bereduced in the event of any borrowers’ late payments or failure to pay or a servicer’s failure to remitborrower payments to the trust. In that case, trust administration and servicing fees could be paid frompayments on the assets prior to distributions to Holders of Pass-Through Certificates. Any actual directcompensatory damages owed due to the repudiation of our guarantee obligations may not be sufficient tooffset any shortfalls experienced by Holders.

In its capacity as receiver, FHFA would have the right to transfer or sell any asset or liability ofFreddie Mac, including our guarantee obligation, without any approval, assignment or consent of anyparty. If FHFA, as receiver, were to transfer our guarantee obligation to another party, Holders wouldhave to rely on that party for satisfaction of the guarantee obligation and would be exposed to the creditrisk of that party.

During a receivership, certain rights of Holders of Pass-Through Certificates under the Pass-Through Trust Agreement may not be enforceable against FHFA, or enforcement of such rights may bedelayed. The Pass-Through Trust Agreement provides that upon the occurrence of a Guarantor event ofdefault, which includes the appointment of a receiver, Holders have the right to replace Freddie Mac asTrustee and Administrator if the requisite percentage of Holders consent. Pursuant to the Reform Act,FHFA, as receiver, may prevent Holders from enforcing their rights to replace Freddie Mac as Trustee andAdministrator if the event of default arises solely because a receiver has been appointed.

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The Reform Act also provides that no person may exercise any right or power to terminate,accelerate or declare an event of default under certain contracts to which Freddie Mac is a party, or obtainpossession of or exercise control over any property of Freddie Mac, or affect any contractual rights ofFreddie Mac, without the approval of FHFA as receiver, for a period of 90 days following theappointment of FHFA as receiver.

If we are placed into receivership and do not or cannot fulfill our guarantee obligation to Holders ofPass-Through Certificates, Holders could become unsecured creditors of Freddie Mac with respect toclaims made under our guarantee. For a description of certain rights of Holders to proceed against theTreasury if we fail to pay under our guarantee, see The Pass-Through Trust Agreement — Rights UponEvent of Default.

APPLICATION OF PROCEEDS

Most Pass-Through Certificates are issued in exchange for the underlying assets, in which case wedo not receive cash proceeds. In some instances, we issue Pass-Through Certificates backed by assets thatwe already own. In those transactions, we use the net proceeds received from the sale of the Pass-ThroughCertificates to the related dealers for cash to provide funds for general corporate purposes, including thepurchase and financing of additional Mortgages and mortgage securities.

DESCRIPTION OF PASS-THROUGH CERTIFICATES

GENERAL

As Depositor, we transfer and deposit mortgage-related securities and other mortgage-related assetsinto Pass-Through Pools within the related trust funds. As Trustee, we create and issue Pass-ThroughCertificates under the related Pass-Through Trust Agreement representing interests in those pools. EachPass-Through Pool has its own identification number assigned by us, as Administrator. The securities inthe Pass-Through Pools are backed by Mortgages that we have purchased.

A Pass-Through Pool usually includes a single type of asset. These assets are typically:

• Freddie Mac PCs or Giant PCs.

• GNMA Certificates or Freddie Mac Giant Securities.

• Securities that represent “regular interests” in a real estate mortgage investment conduit(“REMIC”).

• Other Pass-Through Certificates offered under this Offering Circular.

• Other mortgage-related assets identified in the related supplement.

• Other securities identified as assets in the related supplement.

As Trustee, we hold legal title to the assets, directly or through our agent, in each Pass-Through Pooland related trust fund for the benefit of the investors in the related Pass-Through Certificates. Below wedescribe more specifically the types of Pass-Though Certificates and the characteristics of theirunderlying assets. In addition, if we issue any other type of Pass-Through Certificates, we will describethem in the related supplement.

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GIANT CERTIFICATES

“Giant Certificates” are single-class securities entitled to payments of both principal and interestreceived on the related assets. When we issue Giant Certificates, we form a Pass-Through Pool thattypically consists of PCs (including Freddie Mac REMIC securities backed by PCs) or GNMACertificates. If the assets are PCs (including Freddie Mac REMIC securities backed by PCs), the GiantCertificates we issue are “Giant PCs.” If the assets are GNMA Certificates, the Giant Certificates weissue are “Giant Securities.” A Pass-Through Pool for Giant Certificates also may include other GiantCertificates of the same type.

Giant Certificates may bear interest at a fixed rate or an adjustable rate. The assets underlying fixed-rate Giant Certificates usually have the same fixed interest rate as the related Giant Certificates. However,we sometimes issue fixed rate Giant Certificates with an interest rate that is higher or lower than the ratepayable on the related assets by retaining a portion of the principal or interest payments on the assets.

The interest rate of an adjustable rate Giant Certificate adjusts each month based on the weightedaverage of the interest rates of the related assets. The interest rates on all of the adjustable rate Mortgages(“ARMs”) backing an adjustable rate Giant Certificate adjust based on the same index and using thesame means of adjustment, but do not necessarily adjust on the same date.

The minimum original principal balance of a Pass-Through Pool backing Giant Certificates is$1 million.

STRIPPED GIANT CERTIFICATES

“Stripped Giant Certificates” are issued in series, each consisting of two or more classes. Theseclasses receive unequal proportions of the principal and interest paid on a single underlying asset. Whenthe underlying asset is a Giant PC, the Stripped Giant Certificates we issue are “Stripped Giant PCs.”When the underlying asset is a Giant Security, the Stripped Giant Certificates we issue are “StrippedGiant Securities.”

Stripped Giant Certificates include interest only classes (“Interest Only Classes” or “IOClasses”), principal only classes (“Principal Only Classes” or “PO Classes”) and interest/principalclasses (“IP Classes”). IO Classes receive all or a portion of the interest payments from the underlyingasset and no principal. PO Classes receive all or a portion of the principal payments from the underlyingasset and no interest. IP Classes receive a portion of both the principal and interest payments from theunderlying asset.

IO and IP Classes may bear interest at a fixed, adjustable, floating or inverse floating rate.

In order to calculate the interest due each month, a notional principal amount is assigned to each IOClass. The original notional principal amount will equal the original principal amount of the underlyingasset, and will decline proportionately with the principal amount of that asset.

The minimum original principal balance of a Pass-Through Pool backing Stripped Giant Certif-icates is $1 million.

Stripped Giant Certificates include a feature that permits you to exchange them for their underlyingasset. To exchange your Stripped Giant Certificates for an equivalent amount of the underlying GiantCertificate, you must own proportionate interests in the principal and notional principal amounts of allclasses of the same series. Similarly, if you own a Giant Certificate that has been reconstituted by an

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exchange, you may exchange it for equivalent interests in the related Stripped Giant Certificat