EX-10.5








Exhibit 10.5




FANNIE MAE

RESTRICTED STOCK (UNITS) AWARD

Award Document




This grant of units of Restricted Stock from Fannie Mae (the “Award”) is made to you as an
Eligible Employee (the “Awardee”) effective as of the date of grant set forth in the grant detail
available for you to view on the UBS website.



1. Grant of Units. Pursuant to the provisions of the Fannie Mae Stock Compensation
Plan of 2003 (the “Plan”), Fannie Mae hereby grants to the Awardee, subject to the terms and
conditions of the Plan and subject further to the terms and conditions set forth in this Award
Document, restricted units (the “Restricted Stock units”) relating to the Common Stock of Fannie
Mae as set forth in the grant detail found on “Restricted” page under the “Grants/Awards/Units” tab
on the UBS website. Each unit represented by this Award represents the unfunded and unsecured
contractual right to the future delivery of one share of Common Stock, subject to the restrictions
herein and in the Plan.



2. Definitions. Unless provided otherwise herein, all defined terms are written with
initial capital letters and shall have the meaning stated in the Plan.



3. Terms and Conditions. By accepting the Award, the Awardee agrees that the Award
evidenced by the Award Document is subject to the following terms and conditions:



(a) Pre-Vesting Limitations. The Restricted Stock units and the right to receive
payments from Fannie Mae in lieu of dividends or other distributions with respect to the Common
Stock represented by the units may not, except in accordance with Plan provisions, be sold,
assigned, transferred, exchanged, pledged, hypothecated or otherwise disposed of or encumbered,
either voluntarily or involuntarily. Restrictions shall lapse in accordance with the vesting
schedule set forth in the grant detail or, if earlier, upon the Awardee’s Retirement, Early
Retirement, Total Disability or death or at such earlier time and in such circumstances, if any, as
may be determined under the Plan (including, without limitation, pursuant to Section 4.2(d) of the
Plan if applicable).



(b) Treatment of Restricted Stock Units Upon Termination of Employment. Unless
otherwise provided by the Committee, the Awardee’s rights under the Restricted Stock units as to
which the restrictions have not lapsed in accordance with the provisions hereof, including without
limitation the right to the future delivery of shares of Common Stock, shall be immediately
forfeited upon the termination of employment of the Awardee without payment of any consideration by
Fannie Mae and without any consent or other action by the Awardee, and all rights of Awardee with
respect to such Restricted Stock units shall thereupon cease.



(c) Delivery of Shares; Shareholder Rights. As soon as practicable following the
vesting of a Restricted Stock unit, Fannie Mae will cause one share of Common Stock to be
transferred to the Awardee (or, in the event of the Awardee’s death, except, as otherwise provided
within the Plan, to the Awardee’s estate. Until such time as such share of Common Stock is
transferred to the Awardee, the Awardee shall not be treated as a shareholder with respect thereto
and shall have no rights to related dividends or other distributions, or voting rights; provided,
that during such periods, prior to the actual delivery of shares of Common Stock, as the Awardee
holds units hereunder, the Awardee shall be entitled to receive payments from Fannie Mae in lieu of
the regular cash dividends that would have been payable had such units been actual shares of Common
Stock owned by the Awardee. Any such payments in lieu of cash dividends from Fannie Mae shall be
taxable as additional compensation to the Awardee. If there is a stock split, stock dividend or
similar change affecting the Common Stock, Fannie Mae shall appropriately adjust the outstanding
units of Restricted Stock to reflect such change.



(d) Payment of Taxes. This Award and Fannie Mae’s obligation to deliver shares of
Common Stock upon the vesting of this Award are conditioned upon the prompt and timely payment by
the Awardee to Fannie Mae of any and all taxes required to be withheld by Fannie Mae with respect
to the vesting of the Award or the delivery of shares of Common Stock hereunder. The Awardee shall
pay such taxes as follows: (i) if the withholding obligation arises in connection with the delivery
of shares of Common Stock, by electing to have a portion of such shares with a value equal to the
required withholding held back by Fannie Mae; or (ii) by the delivery of a check in form
satisfactory to the plan administrator, or (iii) by wire transfer.



(e) Award Confers No Rights with Respect to Continuance of Employment. This Award
shall not confer upon the Awardee any right with respect to continued employment by Fannie Mae, nor
shall it interfere in any way with the right of Fannie Mae to terminate the Awardee’s employment at
any time.



(f) Compliance with Law and Regulations. This Award and the obligation of Fannie Mae
to deliver shares hereunder shall be subject to applicable federal and state laws, rules and
regulations, and to such approvals by any government or regulatory agency as may be required.



4. Awardee Bound by Plan and Administrator’s Records. Awardee is bound by all the
terms and provisions of the Plan and the records of the Plan’s administrator (including any
third-party recordkeeper). In the event of a conflict between the Award Document and the terms of
the Plan or the records of the Plan’s administrator, the terms of the Plan and records of the
Plan’s administrator shall control.