exv10w44






Exhibit 10.44




CONFIDENTIAL




March 9, 2009

Mr. Timothy J. Mayopoulos

[address]



RE: Fannie Mae Outside Counsel Retainer Letter




Dear Mr. Mayopoulos:



The purpose of this Retainer Letter (“Retainer Letter”) and the attached Fannie Mae Outside
Counsel Guidelines (“Guidelines”), incorporated into this Retainer Letter by reference, is to
clarify and memorialize the principles under which you provide legal services (“Services”) to
Fannie Mae. This Retainer Letter supersedes any prior oral or written retention agreement between
Fannie Mae and you. It specifies Fannie Mae’s expectations regarding, among other things, quality
and level of service, compensation, reimbursable costs and expenses, and billing procedures.



The provisions of this Retainer Letter and Guidelines apply to those instances where you are
providing services and are paid directly by Fannie Mae.



By executing below, or by providing or continuing to provide Services to Fannie Mae following
receipt of the Retainer Letter and Guidelines, you agree that these principles will govern our
relationship.



Fannie Mae reserves the right to amend, modify or supplement these Guidelines at any time with 30
days’ written notice to you. The continuation of work for Fannie Mae by you after that time shall
indicate your consent to the updated Guidelines.



Fannie Mae agrees to indemnify you and hold you harmless from and against any and all claims,
demands, losses, actions, damages and liabilities, including attorneys’ fees and costs, arising out
of or relating to this engagement to the same full extent that Fannie Mae indemnifies its directors
and officers. Fannie Mae shall pay all reasonable expenses incurred by you in advance of the final
disposition of any proceedings at your request. In addition, Fannie Mae shall indemnify you against
all expenses actually and reasonably incurred or suffered by you or on your behalf if you appear as
a witness or otherwise incur legal expenses as a result of this engagement in any threatened,
pending or completed legal, administrative, investigative or other proceeding or matter to which
you neither are, nor are threatened to be made, a party.







 









 








Mayopoulos

March 6, 2009

Page 2



You may not assign your rights or obligations under the Retainer Letter to any third-party without
the prior written consent of Fannie Mae.



The term of the Services commenced February 17, 2009 and shall continue until such time as the
relationship is terminated.



We understand that you are licensed to practice law in the states of New York and North Carolina
and that you are not currently licensed to practice law in the District of Columbia. We will not
request you to provide services that require you to be licensed in the District of Columbia unless
and until you are so authorized. We understand you will promptly file an application for admission
to practice law in the District of Columbia.



We know that you will continue to provide excellent service to Fannie Mae and that you will comply
with the principles and policies described in this Retainer Letter and the attached Guidelines. We
look forward to an ongoing and productive association with you.



I have enclosed two originals of this Retainer Letter and a copy of the Guidelines. Please sign
both copies of the Retainer Letter and return them to the Legal Department’s Chief of Staff,
Monique Korn, 3900 Wisconsin Avenue, NW, Mailstop 1H-2S-05, Washington, DC 20016. We will
countersign the Retainer Letter and return a copy to you for your files.




Very Truly Yours,




	 	 	 	 	 
	/s/ Curtis P. Lu
 	 	 
	Curtis P. Lu 	 	 
	Senior Vice President and Principal Deputy General Counsel 	 	 
	 



AGREED TO AND ACCEPTED:




	 	 	 	 	 
	/s/ Timothy J. Mayopoulos
 	 	 
	Timothy J. Mayopoulos 	 	 



March 10, 2009


Date





 









 








Outside
Counsel Guidelines

Between

Fannie Mae and Mr. Timothy Mayopoulos







 









 







The following Guidelines memorialize the principles under which you are required to provide
services to Fannie Mae (“Services”). These Guidelines outline Fannie Mae’s expectations and will
govern Fannie Mae’s relationship with you. Fannie Mae considers the terms of your retention, as
set forth in these Guidelines, to be confidential.




Section I — Relationship Agreement




1. Assignments



All assignments will be made by attorneys within Fannie Mae’s Legal Department (“Legal
Department”). Any requests for the provision of Services from other Fannie Mae personnel must
first be cleared with the Legal Department. The Legal Department attorney who requests your
assistance or assigns a project (“Supervising Attorney”) will act as the liaison between you and
Fannie Mae. The Supervising Attorney is responsible for stating Fannie Mae’s objectives for
assigned projects, establishing open channels of communication and access to relevant information,
monitoring progress, assessing your continuing role, and reviewing your bills. You should consult
with the Supervising Attorney prior to engaging any third-party or local counsel. Any such
engagements are subject to these Guidelines and local counsel must acknowledge in writing their
agreed adherence.




2. Warranty



You represent and agree: (a) that none of the Services shall violate or in any way infringe upon
the right or the rights of any other party, including proprietary and non-disclosure rights, or
intellectual property rights; (b) that there are no existing, pending, or, to your best knowledge,
threatened claims regarding violation or infringement of any such rights related to the Services;
and (c) that you are not subject to any non-competition, non-solicitation, non-disclosure or other
similar agreements with any party that would be breached upon the execution or performance of any
of the terms of the Retainer Letter or these Guidelines.




3. Confidentiality



You shall keep confidential and not disclose communications with, or any documents provided by,
Fannie Mae and Fannie Mae’s attorneys, agents, representatives and contractors, except as may be
agreed upon by the Supervising Attorney. You agree to maintain, and to ensure that all of your
agreements with third-party vendors and agents maintain appropriate measures to ensure the
security, confidentiality and integrity of Fannie Mae’s records, including measures to protect
against the unauthorized use, access, destruction, loss or alteration of such records. This
confidentiality requirement is a continuing obligation that survives the termination or expiration
of the Services.



You (a) grant Fannie Mae an unrestricted license to use, modify, copy, display, support, operate,
distribute and sublicense contributions and materials developed independently








 









 







from the Services and contributed by you to Fannie Mae as part of the Services, and (b) assign to
Fannie Mae all rights, title and interest in any original contributions created, conceived,
customized or modified by you specifically for Fannie Mae as part of the Services.




4. Advertising and Media Relations



You shall not publish, cause to be published, make public or use Fannie Mae’s name, logos,
trademarks, or any information about your relationship with Fannie Mae without the prior written
permission of Fannie Mae.



Similarly, without Fannie Mae’s prior approval, you are not authorized to make statements to the
media, at a conference or seminar, or to the public about Fannie Mae in any setting other than (a)
the courtroom, or (b) in a scheduled mediation, arbitration or other dispute resolution forum.
Please immediately report any media inquiry relating to Fannie Mae, including Fannie Mae’s
relationship with you, to the Supervising Attorney.




5. Responding to Additional Inquiries



From time to time, it may be necessary for Fannie Mae, Fannie Mae’s Corporate Risk and Insurance
Group, and/or Fannie Mae’s outside auditor to obtain additional information regarding your
representation of Fannie Mae. You agree to respond to such inquiries fully and promptly. Any
questions regarding these inquiries may be directed to the Supervising Attorney. In the event a
third-party contacts you seeking information about Fannie Mae, you shall notify the Supervising
Attorney immediately, and before responding to the inquiry.




6. Third-Party Vendor Billing Review



From time to time, Fannie Mae may engage a third-party billing audit firm to review your invoices
for adherence to these Guidelines and general standards of reasonableness. You will be expected to
respond promptly to any inquiries from any such legal billing audit firm engaged by Fannie Mae.



Fannie Mae reserves the right to review and audit any invoices, even after payment. Payment of any
invoice shall not constitute a waiver of Fannie Mae’s right to seek reimbursement for any excess
or inappropriate payment disclosed by such billing audit or otherwise. Fannie Mae may also reject
any invoices that do not substantially conform to the Guidelines.




7. Conflicts of Interest



You shall notify the Supervising Attorney of all past, current or proposed representation of any
other person or entity that conflicts with, or may conflict with, your representation of Fannie
Mae. This includes, but is not limited to, representation of customers, servicers or lenders who do
business with Fannie Mae when the Services provided by you to such


2









 






an entity conflicts with the Services provided by you to Fannie Mae. In addition, this may include
entities that provide services or products that may compete with Fannie Mae, such as the Federal
Home Loan Mortgage Corporation (Freddie Mac).



Following full disclosure by you of actual and potential conflicts of interest to the Supervising
Attorney, Fannie Mae will determine whether it will provide a waiver. As a general matter, Fannie
Mae is disinclined to provide a waiver for law firms in the following circumstances: (a) where the
law firm provides legal services to Freddie Mac; (b) where a firm provides legal services to any
person or entity that is engaged in litigation or similar proceedings against Fannie Mae; or (c)
where a firm provides legal services to any person or entity whose position on a legislative or
similar matter conflicts with or is otherwise inconsistent with the interests of Fannie Mae.




8. Termination



Upon termination of your Services with Fannie Mae, you will deliver to the Supervising Attorney or
Fannie Mae’s designated legal representative (upon request), all documents, records, and work
products created and/or compiled hereunder, in electronic format and in paper format if available.




9. Right to Amend



Fannie Mae reserves the right to amend, modify or supplement these Guidelines at any time with 30
days’ written notice to you. The continuation of work for Fannie Mae by you after that time shall
indicate your consent to the updated Guidelines.




Section II — Relationship Requirements




Reporting and Communications



It is your responsibility to keep the Supervising Attorney well-informed and current regarding
significant developments relating to the matter. You should strive to respond to any inquiries
from the Supervising Attorney on the same day the inquiry is made. The Supervising Attorney may
also request a status conference, written status reports and/or inclusion of a detailed summary
with the monthly statement of services. We expect telephone updates or electronic mail to be the
primary modes of communication.




Section III —Invoice Submission




1. Invoice Submission Procedure



As a general rule, all invoices must be submitted to Fannie Mae on a monthly basis in accordance
with these Guidelines. Upon Fannie Mae’s receipt of a valid invoice, the Supervising Attorney will
review, and if necessary, adjust the invoice before submitting it for payment. The Supervising
Attorney may also identify errors or activities/tasks that were not agreed-upon, reject the invoice
and require you to correct the errors and re-








3









 




submit the invoice. Invoices that require the correction of an error(s) or do not comply with
these Guidelines may delay processing and payment.



Invoices should include the following for each matter:





	 	(a)	 	the total fee for all Services rendered during the period; and
	 
	 	(b)	 	a separate itemization of reimbursable costs and expenses.




The invoices should be submitted to Monique Korn, Chief of Staff, Legal Department for processing.





	2.	 	Invoice Submission Cycles




Services should be invoiced on a monthly basis in a detailed statement submitted to Fannie Mae by
the 15th of the following month after the last business day of the month in which the
Services were rendered. Monthly invoices must be submitted both for
Services that Fannie Mae will
pay for, and for expenses.





	3.	 	Questions, Inquiries and Customer Service




General Questions: For questions regarding invoice status, delinquent payments or to
change your information, please contact Monique Korn, at 202-752-5962.





4











 








SCHEDULE A-1




For all work related to legal services.



Flat fee of $9,500 per week, and reimbursement of expenses for: weekly travel to and from
Charlotte, N.C.; temporary lodging in the Washington, D.C. area; incidental expenses at a rate of
$50 per day while in Washington, D.C. In addition, expenses for business travel outside Washington,
D.C. will be reimbursed in accordance with Fannie Mae corporate policy.




Start Date: February 17, 2009




	 	 	 	 	 	 	 	 	 	 	 
	Fannie Mae Approved:

	 	 	 	 	 	Approved:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Curtis P. Lu

	 	Date:
	 	3/10/09
	 	/s/ Timothy J. Mayopoulos
	 	Date:
	 	3-10-09
	 

	 	 	 	 
	 	 
	 	 	 	 
	Signature

	 	 	 	 	 	Signature	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Curtis P. Lu

	 	 	 	 	 	Timothy J. Mayopoulos	 	 	 	 
	SVP and Principal Deputy General
Counsel
 Fannie Mae	 	 	 	 	 	 






Confidential — Internal Distribution