exv10w37





Exhibit 10.37




FANNIE MAE

NONQUALIFIED STOCK OPTION GRANT

FOR NONMANAGEMENT DIRECTORS

Award Document




This grant of Nonqualified Stock Options from Fannie Mae (the “Corporation”), is made to
? as a Nonmanagement Director (the “Optionee”) and is effective as of ?,
200?.



WITNESSETH:





	 	1.	 	Grant of Option. Pursuant to the provisions of the Fannie Mae Stock Compensation
Plan of 2003 (hereinafter called the “Plan”), the Corporation hereby grants to the Optionee,
subject to the terms and conditions of the Plan and subject further to the terms and
conditions herein set forth, the option to purchase from the Corporation all or any part of an
aggregate of ? shares of Common Stock ($0.525 stated value) of the Corporation
(hereinafter called “Common Stock”) at the purchase price of $? per share, such
option to be exercised as hereinafter provided.






	 	2.	 	Definitions. All capitalized terms used herein and not otherwise defined have the
meanings given them in the Plan.






	 	3.	 	Terms and Conditions. It is understood and agreed that the option evidenced hereby
is subject to the following terms and conditions:






	 	(a)	 	Option Period and Ability to Exercise. The option shall be for ten
years and shall expire as of the close of business on ? . Subject to
subparagraph (d) of this paragraph 3, this option shall vest and become exercisable
over a four-year period at a rate of 25 percent each year on the anniversary date of
the grant.






	 	(b)	 	Exercise of Option. Subject to the other terms hereof and the Plan
regarding the exercisability of this option, this option may be exercised in whole or
from time to time in part until the date of expiration of this option under either
subparagraph (a) or (d) of this paragraph 3, whichever is earlier. The Optionee may
exercise this option by providing written notice, or any other authorized method
(including in electronic form), to the Corporation or its designee specifying the
number of shares as to which the option is being exercised.






	 	(c)	 	Payment of Purchase Price Upon Exercise. At the time of any exercise,
the purchase price of the shares as to which this option shall be exercised shall be
paid in accordance with Section 6.3 of the Plan.






	 	(d)	 	Exercise in the Event of Termination of Directorship. If the
Optionee’s service as a member of the Board is terminated for any reason, this option
shall immediately vest in full and may be exercised until the earlier of one year after
the date of such termination or the expiration of the stated term of this option.






	 	(e)	 	Transferability of Option. This option shall not be transferable other
than in accordance with the terms of the Plan.






	 	(f)	 	Adjustments in Event of Change in Stock. In the event of any change
in the Common Stock by reason of an event described in Section 8.2(a) of the Plan, the
adjustments provided in Section 8.2(b) of the Plan shall be made. Any adjustment so
made shall be final and binding upon the Optionee.












 

	 	(g)	 	Optionee Has No Rights as a Shareholder. The Optionee shall have no
rights as a shareholder with respect to any shares of Common Stock subject to this
option prior to the date of issuance to the Optionee of such shares.






	 	(h)	 	Compliance with Law and Regulations. This option and the obligation of
the Corporation to sell and deliver shares of Common Stock hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required. The Corporation shall not
be required to issue or deliver any certificates for shares of Common Stock prior to
(i) the listing of such shares on any stock exchange on which the Common Stock may then
be listed and (ii) the completion of any registration or qualification of such shares
under any federal or state law, or any ruling or regulation of any government body
which the Corporation shall, in its sole discretion, determine to be necessary or
advisable.






	 	4.	 	Optionee Bound by Plan. Optionee is bound by all the terms and provisions of the
Plan and the Plan’s administrator’s records. In the event of a conflict between this 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.