exv4w9






Exhibit 4.9




CERTIFICATE OF DESIGNATION OF TERMS OF

5.50% NON-CUMULATIVE PREFERRED STOCK, SERIES N




1. Designation, Par Value and Number of Shares.




     The designation of the series of preferred stock of the Federal National Mortgage
Association (“Fannie Mae”) created by this resolution shall be “5.50% Non-Cumulative Preferred
Stock, Series N” (the “Series N Preferred Stock”), and the number of shares initially constituting
the Series N Preferred Stock is 4,500,000*. Shares of Series N Preferred Stock will have no par
value and a stated value and liquidation preference of $50 per share. The Board of Directors of
Fannie Mae, or a duly authorized committee thereof, in its sole discretion, may reduce the number
of shares of Series N Preferred Stock, provided such reduction is not below the number of shares of
Series N Preferred Stock then outstanding.



2. Dividends.




     (a) Holders of record of Series N Preferred Stock (each individually a “Holder”, or
collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of
Directors of Fannie Mae, or a duly authorized committee thereof, in its sole discretion out of
funds legally available therefor, non-cumulative quarterly cash dividends which will accrue from
and including September 25, 2003 and will be payable on March 31, June 30, September 30 and
December 31 of each year (each, a “Dividend Payment Date”), commencing December 31, 2003 at the
annual rate of $2.75 per share or 5.50% of the stated value and liquidation preference of $50 per
share. If a Dividend Payment Date is not a Business Day, the related dividend (if declared) will be
paid on the next succeeding 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. A “Business Day” shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in New York, New York are authorized by law to
close. Dividends will be paid to Holders on the record date fixed by the Board of Directors or a
duly authorized committee thereof, which may not be earlier than 45 days or later than 10 days
prior to the applicable Dividend Payment Date. If declared, the initial dividend, which will be for
the period from and including September 25, 2003 to but excluding December 31, 2003, will be $0.733
per share and will be payable on December 31, 2003 and, thereafter, if declared, quarterly
dividends will be $0.6875 per share. After the initial dividend, the dividend period relating to a
Dividend Payment Date will be the period from and including the preceding Dividend Payment Date to
but excluding the related Dividend Payment Date. If Fannie Mae redeems the Series N Preferred
Stock, the dividend that would otherwise be payable for the then-current quarterly dividend period
accrued to but excluding the date of redemption will be included in the redemption price of the
shares redeemed and will not be separately payable. Dividends payable on the Series N Preferred
Stock for any period greater or less than a full dividend period will be
computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends
per share payable at redemption will be rounded to the fourth digit after the decimal point. (If
the fifth digit to the right of the decimal point is five or greater, the fourth digit will be
rounded up by one.)



     (b) No dividend (other than dividends or distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of, the common stock of Fannie Mae or any
other stock of Fannie Mae ranking, as to the payment of dividends and the distribution of assets
upon dissolution, liquidation or winding up of Fannie Mae, junior to the Series N Preferred Stock)
may be declared or paid or set apart for payment on Fannie Mae’s common stock (or on any other
stock of Fannie Mae ranking, as to the payment of dividends, junior to the Series N Preferred
Stock) unless dividends have been declared and paid or set apart (or ordered to be set apart) on
the Series N Preferred Stock for the then-current quarterly dividend period; provided, however,
that the foregoing dividend preference shall not be cumulative and shall not in any way create any
claim or right in favor of the Holders of Series N Preferred Stock in the event that dividends have
not been declared or paid or set apart (or ordered to be set apart) on the Series N Preferred





 




			
	*	 	Plus up to 675,000 additional shares pursuant to the Underwriters’
overallotment option.






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Stock in respect of any prior dividend period. If the full dividend on the Series N Preferred Stock
is not paid for any quarterly dividend period, the Holders of Series N Preferred Stock will have no
claim in respect of the unpaid amount so long as no dividend (other than those referred to above)
is paid on Fannie Mae’s common stock (or any other stock of Fannie Mae ranking, as to the payment
of dividends, junior to the Series N Preferred Stock) for such dividend period.




     (c) The Board of Directors of Fannie Mae, or a duly authorized committee thereof, may,
in its discretion, choose to pay dividends on the Series N Preferred Stock without the payment of
any dividends on Fannie Mae’s common stock (or any other stock of Fannie Mae ranking, as to the
payment of dividends, junior to the Series N Preferred Stock).



     (d) No full dividends shall be declared or paid or set apart for payment on any stock of
Fannie Mae ranking, as to the payment of dividends, on a parity with the Series N Preferred Stock
for any period unless full dividends have been declared and paid or set apart for payment on the
Series N Preferred Stock for the then-current quarterly dividend period. When dividends are not
paid in full upon the Series N Preferred Stock and all other classes or series of stock of Fannie
Mae, if any, ranking, as to the payment of dividends, on a parity with the Series N Preferred
Stock, all dividends declared upon shares of Series N Preferred Stock and all such other stock of
Fannie Mae will be declared pro rata so that the amount of dividends declared per share of Series N
Preferred Stock and all such other stock will in all cases bear to each other the same ratio that
accrued dividends per share of Series N Preferred Stock (but without, in the case of any
noncumulative preferred stock, accumulation of unpaid dividends for prior dividend periods) and
such other stock bear to each other.



     (e) No dividends may be declared or paid or set apart for payment on any shares of
Series N Preferred Stock if at the same time any arrears exist or default exists in the payment of
dividends on any outstanding class or series of stock of Fannie Mae ranking, as to the payment of
dividends, prior to the Series N Preferred Stock.



     (f) Holders of Series N Preferred Stock will not be entitled to any dividends, whether
payable in cash or property, other than as herein provided and will not be entitled to interest, or
any sum in lieu of interest, in respect of any dividend payment.



3. Optional Redemption.




     (a) The Series N Preferred Stock shall not be redeemable prior to September 25, 2008. On
or after that date, subject to the notice provisions set forth in Section 3(b) below and subject to
any further limitations which may be imposed by law, Fannie Mae may redeem the Series N Preferred
Stock, in whole or in part, at any time or from time to time, out of funds legally available
therefor, at the redemption price of $50 per share plus
an amount equal to the amount of the dividend (whether or not declared) for the then-current
quarterly dividend period accrued to but excluding the date of such redemption, but without
accumulation of unpaid dividends on the Series N Preferred Stock for prior dividend periods. If
less than all of the outstanding shares of Series N Preferred Stock are to be redeemed, Fannie Mae
will select the shares to be redeemed from the outstanding shares not previously called for
redemption by lot or pro rata (as nearly as possible) or by any other method that the Board of
Directors of Fannie Mae, or a duly authorized committee thereof, in its sole discretion deems
equitable.



     (b) In the event Fannie Mae shall redeem any or all of the Series N Preferred Stock as
aforesaid, Fannie Mae will give notice of any such redemption to Holders of Series N Preferred
Stock not less than 30 days prior to the date fixed by the Board of Directors of Fannie Mae, or
duly authorized committee thereof, for such redemption. Each such notice will state: (1) the number
of shares of Series N Preferred Stock to be redeemed and, if fewer than all of the shares of
Series N Preferred Stock held by a Holder are to be redeemed, the number of shares to be redeemed
from such Holder; (2) the redemption price; (3) the redemption date; and (4) the place at which a
Holder’s certificate(s) representing shares of Series N Preferred Stock must be presented upon such
redemption. Failure to give notice, or any defect in the notice, to any Holder of Series N
Preferred Stock shall not affect the validity of the proceedings for the redemption of shares of
any other Holder of Series N Preferred Stock being redeemed.



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     (c) Notice having been given as herein provided, from and after the redemption date,
dividends on the Series N Preferred Stock called for redemption shall cease to accrue and such
Series N Preferred Stock called for redemption will no longer be deemed outstanding, and all rights
of the Holders thereof as registered holders of such shares of Series N Preferred Stock will cease.
Upon surrender in accordance with said notice of the certificate(s) representing shares of Series N
Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Board of Directors
of Fannie Mae, or a duly authorized committee thereof, shall so require and the notice shall so
state), such shares shall be redeemed by Fannie Mae at the redemption price aforesaid. Any shares
of Series N Preferred Stock that shall at any time have been redeemed shall, after such redemption,
be cancelled and not reissued. In case fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the unredeemed shares
without cost to the Holder thereof.



     (d) The Series N Preferred Stock will not be subject to any mandatory redemption,
sinking fund or other similar provisions. In addition, Holders of Series N Preferred Stock will
have no right to require redemption of any shares of Series N Preferred Stock.



4. Liquidation Rights.




     (a) Upon any voluntary or involuntary dissolution, liquidation or winding up of Fannie
Mae, after payment or provision for the liabilities of Fannie Mae and the expenses of such
dissolution, liquidation or winding up, the Holders of outstanding shares of the Series N Preferred
Stock will be entitled to receive out of the assets of Fannie Mae or proceeds thereof available for
distribution to stockholders, before any payment or distribution of assets is made to holders of
Fannie Mae’s common stock (or any other stock of Fannie Mae ranking, as to the distribution of
assets upon dissolution, liquidation or winding up of Fannie Mae, junior to the Series N Preferred
Stock), the amount of $50 per share plus an amount equal to the dividend (whether or not declared)
for the then-current quarterly dividend period accrued to but excluding the date of such
liquidation payment, but without accumulation of unpaid dividends on the Series N Preferred Stock
for prior dividend periods.



     (b) If the assets of Fannie Mae available for distribution in such event are
insufficient to pay in full the aggregate amount payable to Holders of Series N Preferred Stock and
holders of all other classes or series of stock of Fannie Mae, if any, ranking, as to the
distribution of assets upon dissolution, liquidation or winding up of Fannie Mae, on a parity with
the Series N Preferred Stock, the assets will be distributed to the Holders of Series N Preferred
Stock and holders of all such other stock pro rata, based on the full respective preferential
amounts to which they are entitled (but without, in the case of any noncumulative preferred stock,
accumulation of unpaid dividends for prior dividend periods).



     (c) Notwithstanding the foregoing, Holders of Series N Preferred Stock will not be
entitled to be paid any amount in respect of a dissolution, liquidation or winding up of Fannie Mae
until holders of any classes or series of stock of Fannie Mae ranking, as to the distribution of
assets upon dissolution, liquidation or winding up of Fannie Mae, prior to the Series N Preferred
Stock have been paid all amounts to which such classes or series are entitled.



     (d) Neither the sale, lease or exchange (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property and assets of Fannie Mae, nor the
merger, consolidation or combination of Fannie Mae into or with any other corporation or the
merger, consolidation or combination of any other corporation or entity into or with Fannie Mae,
shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 4.



     (e) After payment of the full amount of the distribution of assets upon dissolution,
liquidation or winding up of Fannie Mae to which they are entitled pursuant to paragraphs (a),
(b) and (c) of this Section 4, the Holders of Series N Preferred Stock will not be entitled to any
further participation in any distribution of assets by Fannie Mae.



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5. No Conversion or Exchange Rights.




     The Holders of shares of Series N Preferred Stock will not have any rights to convert
such shares into or exchange such shares for shares of any other class or classes, or of any other
series of any class or classes, of stock or obligations of Fannie Mae.



6. No Pre-Emptive Rights.




     No Holder of Series N Preferred Stock shall be entitled as a matter of right to subscribe
for or purchase, or have any pre-emptive right with respect to, any part of any new or additional
issue of stock of any class whatsoever, or of securities convertible into any stock of any class
whatsoever, or any other shares, rights, options or other securities of any class whatsoever,
whether now or hereafter authorized and whether issued for cash or other consideration or by way of
dividend.



7. Voting Rights; Amendments.




     (a) Except as provided below, the Holders of Series N Preferred Stock will not be
entitled to any voting rights, either general or special.



     (b) Without the consent of the Holders of Series N Preferred Stock, Fannie Mae will have
the right to amend, alter, supplement or repeal any terms of this Certificate or the Series N
Preferred Stock (1) to cure any ambiguity, or to cure, correct or supplement any provision
contained in this Certificate of Designation that may be defective or inconsistent with any other
provision herein or (2) to make any other provision with respect to matters or questions arising
with respect to the Series N Preferred Stock that is not inconsistent with the provisions of this
Certificate of Designation so long as such action does not materially and adversely affect the
interests of the Holders of Series N Preferred Stock; provided, however, that any increase in the
amount of authorized or issued Series N Preferred Stock or the creation and issuance, or an
increase in the authorized or issued amount, of any other class or series of stock of Fannie Mae,
whether ranking prior to, on a parity with or junior to the Series N Preferred Stock, as to the
payment of dividends or the distribution of assets upon dissolution, liquidation or winding up of
Fannie Mae, or otherwise, will not be deemed to materially and adversely affect the interests of
the Holders of Series N Preferred Stock.



     (c) Except as set forth in paragraph (b) of this Section 7, the terms of this
Certificate or the Series N Preferred Stock may be amended, altered, supplemented, or repealed only
with the consent of the Holders of at least two-thirds of the shares of Series N Preferred Stock
then outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at
which the Holders of Series N Preferred Stock shall vote separately as a class. On matters
requiring their consent, Holders of Series N Preferred Stock will be entitled to one vote per
share.



     (d) The rules and procedures for calling and conducting any meeting of Holders
(including, without limitation, the fixing of a record date in connection therewith), the
solicitation and use of proxies at such a meeting, the obtaining of written consents, and any other
aspect or matter with regard to such a meeting or such consents shall be governed by any rules that
the Board of Directors of Fannie Mae, or a duly authorized committee thereof, in its discretion,
may adopt from time to time, which rules and procedures shall conform to the requirements of any
national securities exchange on which the Series N Preferred Stock are listed at the time.



8. Additional Classes or Series of Stock.




     The Board of Directors of Fannie Mae, or a duly authorized committee thereof, 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 Fannie Mae, and to determine and fix the
distinguishing characteristics and the relative rights, preferences, privileges and other terms of
the shares thereof. Any such class or series of stock may rank prior to, on a parity with or junior
to the Series N Preferred Stock as to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up of Fannie Mae, or otherwise.





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9. Priority.




     For purposes of this Certificate of Designation, any stock of any class or series of
Fannie Mae shall be deemed to rank:



     (a) Prior to the shares of Series N Preferred Stock, either as to the payment of
dividends or the distribution of assets upon dissolution, liquidation or winding up of Fannie Mae,
if the holders of such class or series shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of Fannie Mae, as the case may be, in
preference or priority to the Holders of shares of Series N Preferred Stock.



     (b) On a parity with shares of Series N Preferred Stock, either as to the payment of
dividends or the distribution of assets upon dissolution, liquidation or winding up of Fannie Mae,
whether or not the dividend rates or amounts, dividend payment dates or redemption or liquidation
prices per share, if any, be different from those of the Series N Preferred Stock, if the holders
of such class or series shall be entitled to the receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of Fannie Mae, as the case may be, in proportion to
their respective dividend rates or amounts or liquidation prices, without preference or priority,
one over the other, as between the holders of such class or series and the Holders of shares of
Series N Preferred Stock.



     (c) Junior to shares of Series N Preferred Stock, either as to the payment of dividends
or the distribution of assets upon dissolution, liquidation or winding up of Fannie Mae, if such
class shall be common stock of Fannie Mae or if the Holders of shares of Series N Preferred Stock
shall be entitled to the receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up of Fannie Mae, as the case may be, in preference or priority over the
holders of such class or series.



     (d) The shares of Preferred Stock of Fannie Mae designated “5.25% Non-Cumulative
Preferred Stock, Series D” (the “Series D Preferred Stock”), “5.10% Non-Cumulative Preferred Stock,
Series E” (the “Series E Preferred Stock”), “Variable Rate Non-Cumulative Preferred Stock,
Series F” (the “Series F Preferred Stock”), “Variable Rate Non-Cumulative Preferred Stock,
Series G” (the “Series G Preferred Stock”), “5.81% Non-Cumulative Preferred Stock, Series H” (the
“Series H Preferred Stock”), “5.375% Non-Cumulative Preferred Stock, Series I” (the “Series I
Preferred Stock”), “Variable Rate Non- Cumulative Preferred Stock, Series J (the “Series J
Preferred Stock”), “Variable Rate Non-Cumulative Preferred Stock, Series K” (the “Series K
Preferred Stock”), “5.125% Non-Cumulative Preferred Stock, Series L” (the “Series L Preferred
Stock”) and 4.75% Non-Cumulative Preferred Stock, Series M (“the Series M Preferred Stock”) shall
be deemed to rank on a parity with shares of Series N Preferred Stock as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up of Fannie Mae. Accordingly, the holders of record of Series D Preferred Stock, the
holders of record of Series E Preferred Stock, the holders of record of Series F Preferred Stock,
the holders of record of Series G Preferred Stock, the holders of record of Series H Preferred
Stock, the holders of record of Series I Preferred Stock, the holders of record of Series J
Preferred Stock, the holders of record of Series K Preferred Stock, the holders of record of
Series L Preferred Stock, the holders of record of Series M Preferred Stock and the holders of
record of Series N Preferred Stock shall be entitled to the receipt of dividends and of amounts
distributable upon dissolution, liquidation or winding up of Fannie Mae, as the case may be, in
proportion to their respective dividend rates or amounts or liquidation prices, without preference
or priority, one over the other.



10. Transfer Agent, Dividend Disbursing Agent and Registrar.




     Fannie Mae hereby appoints EquiServe Trust Company, N.A., as its initial transfer agent,
dividend disbursing agent and registrar for the Series N Preferred Stock. Fannie Mae may at any
time designate an additional or substitute transfer agent, dividend disbursing agent and registrar
for the Series N Preferred Stock.





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11. Notices.




     Any notice provided or permitted by this Certificate of Designation to be made upon, or
given or furnished to, the Holders of Series N Preferred Stock by Fannie Mae shall be made by
first-class mail, postage prepaid, to the addresses of such Holders as they appear on the books and
records of Fannie Mae. Such notice shall be deemed to have been sufficiently made upon deposit
thereof in the United States mail. Notwithstanding anything to the contrary contained herein, in
the case of the suspension of regular mail service or by reason of any other cause it shall be
impracticable, in Fannie Mae’s judgment, to give notice by mail, then such notification may be
made, in Fannie Mae’s discretion, by publication in a newspaper of general circulation in The City
of New York or by hand delivery to the addresses of Holders as they appear on the books and records
of Fannie Mae.



     Receipt and acceptance of a share or shares of the Series N Preferred Stock by or on
behalf of a Holder shall constitute the unconditional acceptance by such Holder (and all others
having beneficial ownership of such share or shares) of all of the terms and provisions of this
Certificate of Designation. No signature or other further manifestation of assent to the terms and
provisions of this Certificate of Designation shall be necessary for its operation or effect as
between Fannie Mae and the Holder (and all such others).




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