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                          Corporate Governance Under Conservatorship

                          Upon its appointment as Conservator on September 6, 2008, the Federal Housing Finance Agency (FHFA) immediately succeeded to all rights, titles, powers and privileges of Freddie Mac, and of any stockholder, officer or director of Freddie Mac with respect to Freddie Mac and its assets. In connection with its appointment of the new directors, FHFA, as Conservator, has delegated certain roles and responsibilities to the reconstituted Board, as discussed below.

                          Board Composition

                          The Conservator has determined that the Board will have a non-executive chairman, and will consist of a minimum of nine and not more than 13 directors, with the Chief Executive Officer as the only corporate officer serving as a member. Vacancies may be filled by the Board, subject to review by the Conservator.

                          Authority of the Board and Board Committees

                          Governance Documents