UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

Commission File No.: 0-50231

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

Fannie Mae

Federally chartered corporation 52-0883107

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3900 Wisconsin Avenue, 20016

NW Washington, DC

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (202) 752-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, without par value

(Title of class)

8.25% Non-Cumulative Preferred Stock, Series T, stated value $25 per share

(Title of class)

8.75% Non-Cumulative Mandatory Convertible Preferred Stock, Series 2008-1 stated value $50 per share

(Title of class)

Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, stated value $25 per share

(Title of class)

7.625% Non-Cumulative Preferred Stock, Series R, stated value $25 per share

(Title of class)

6.75% Non-Cumulative Preferred Stock, Series Q, stated value $25 per share

(Title of class)

Variable Rate Non-Cumulative Preferred Stock, Series P, stated value $25 per share

(Title of class)

Variable Rate Non-Cumulative Preferred Stock, Series O, stated value $50 per share

(Title of class)

5.375% Non-Cumulative Convertible Series 2004-1 Preferred Stock, stated value $100,000 per share

(Title of class)

5.50% Non-Cumulative Preferred Stock, Series N, stated value $50 per share

(Title of class)

4.75% Non-Cumulative Preferred Stock, Series M, stated value $50 per share

(Title of class)

5.125% Non-Cumulative Preferred Stock, Series L, stated value $50 per share

(Title of class)

5.375% Non-Cumulative Preferred Stock, Series I, stated value $50 per share

(Title of class)

5.81% Non-Cumulative Preferred Stock, Series H, stated value $50 per share

(Title of class)

Variable Rate Non-Cumulative Preferred Stock, Series G, stated value $50 per share

(Title of class)

Variable Rate Non-Cumulative Preferred Stock, Series F, stated value $50 per share

(Title of class)

5.10% Non-Cumulative Preferred Stock, Series E, stated value $50 per share

(Title of class)

5.25% Non-Cumulative Preferred Stock, Series D, stated value $50 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ‘ No Í

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ‘ No Í

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding

12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days. Yes Í No ‘

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and

posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and

post such files). Yes Í No ‘

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to

the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Í

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large

accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ‘ Accelerated filer Í Non-accelerated filer ‘

(Do not check if a smaller reporting company)

Smaller reporting company ‘

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No Í

The aggregate market value of the common stock held by non-affiliates of the registrant computed by reference to the last reported sale price of the common stock quoted on the

OTC Bulletin Board on June 30, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $383 million.

As of January 31, 2012, there were 1,158,072,058 shares of common stock of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS

EXPLANATORY NOTE ................................................................. 1

PART II ............................................................................... 1

Item 9B. Other Information ................................................................ 1

PART III .............................................................................. 2

Item 11. Executive Compensation .......................................................... 2

Compensation Discussion and Analysis .............................................. 2

Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Compensation Risk Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
EXPLANATORY NOTE

Fannie Mae (formally known as the Federal National Mortgage Association) is filing this Amendment No. 1 on

Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31,

2011, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2012 (the “Original Filing”),

to: (1) amend and restate Part II, Item 9B to report certain changes to compensation arrangements with our

named executive officers; and (2) amend and restate Part III, Item 11 to include the required disclosures that

were omitted in the Original Filing pursuant to General Instruction G to Form 10-K.

In accordance with Rule 12b-15 under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), Part II,

Item 9B and Part III, Item 11 of the Original Filing have been amended and restated in their entirety, and Part IV,

Item 15 of the Original Filing has been amended and restated to include as exhibits the new certifications

required by Rule 13a-14(a) under the Exchange Act. This Amendment does not amend or otherwise update any

other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the

Original Filing.

PART II

Item 9B. Other Information

Termination Agreement with Former Deputy Chief Financial Officer

David C. Hisey, our former Executive Vice President and Deputy Chief Financial Officer, left the company on

February 24, 2012. We entered into a termination agreement with Mr. Hisey on February 28, 2012, the terms of

which were approved by FHFA. The agreement provides that Mr. Hisey will receive $966,625, representing all

of his corporate performance-adjusted 2011 deferred pay, in four installments on the same payment dates as other

deferred pay recipients. The agreement also provides that Mr. Hisey may elect to receive outplacement services

and a subsidy for up to 18 months of medical and dental premiums if he elects COBRA continuation coverage.

The termination agreement provides that Mr. Hisey may not solicit or accept employment with or act in any way,

directly or indirectly, to solicit or obtain employment or work for Freddie Mac for a period of 12 months

following termination. Under the termination agreement, Mr. Hisey agreed to a general release of the company

from all claims relating to his employment with or termination from the company.

2012 Executive Compensation Program

On March 8, 2012, FHFA instituted new compensation arrangements for most of our named executives. See

“Executive Compensation—Compensation Discussion and Analysis—2012 Executive Compensation Program”

in Part III, Item 11 hereof for a description, which is incorporated herein by reference, of these new

compensation arrangements.

Compensation Recoupment Policy

The Board revised the compensation recoupment policy applicable to our executive officers’ compensation

effective March 8, 2012 to cover deferred salary under the executive compensation program adopted in March

2012 identified above. See “Executive Compensation—Compensation Discussion and Analysis—Compensation

Recoupment Policy” in Part III, Item 11 hereof for a description, which is incorporated herein by reference, of

this compensation recoupment policy.

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PART III

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our 2011 executive compensation program was developed in December 2009 after we entered into

conservatorship. The program was approved by the Federal Housing Finance Agency (“FHFA”) in consultation

with the Department of the Treasury. This Compensation Discussion and Analysis describes our compensation

program that was in effect for 2011 executive compensation. As described below under “2012 Executive

Compensation Program,” FHFA instituted a new executive compensation program for our named executives that

is applicable for 2012 compensation.

Our 2011 executive compensation program was designed to fulfill two primary objectives:

• attract and retain executive talent with the specialized skills and knowledge necessary to manage a large

financial services company; and

• link pay to performance through the use of performance-based elements of compensation.

Attract and Retain Executive Talent

Management and the Board of Directors appreciate the public interest in executive compensation at companies

receiving taxpayer support and understand our responsibility for appropriate stewardship of those resources at

Fannie Mae. A market-based, competitive executive compensation program is consistent with good stewardship

of taxpayer support, as it enables us to attract and retain able and experienced executives who are essential to

effectively manage our $3.1 trillion book of business. We require highly qualified executives to continue to

mitigate the losses in the legacy book of business that was acquired prior to conservatorship, as well as to

continue to grow the strong new book of business that we have acquired since 2009.

We and FHFA believe that a failure to maintain a competitive compensation program could adversely affect our

ability to attract and retain qualified executives, which would threaten our ability to continue to provide liquidity

and stability to the mortgage market at this pivotal point for the U.S. housing finance system. Further, the

departure of key executives could halt or reverse the progress we have made in mitigating losses on our legacy

book of business and growing a strong new book of business, which could result in increased draws on Treasury

or reduce the amounts we are able to pay Treasury in the future, thereby increasing taxpayer costs.

We operate in a difficult environment and face an uncertain future, potential limitations on our executive and

employee compensation, and heightened scrutiny of our actions by Congress and our regulators. These

conditions have made it more difficult to attract and retain qualified executive management. We have already had

significant executive departures since entering into conservatorship in September 2008 and, in January 2012, our

current Chief Executive Officer announced that he will step down from his position when his successor is

appointed. These conditions may also make succession planning more challenging if they negatively affect our

ability to attract and retain qualified employees below the senior executive level that could fill our

senior executive level positions if there is further turnover.

We face competition from both within the financial services industry and from businesses outside of the financial

services industry for qualified executives. These competitors do not face restrictions on their ability to pay

market-based compensation to their executives. An improving economy is likely to create additional attractive

opportunities for our executives, which could lead to further management turnover. Further turnover in key

management positions could threaten our ability to fulfill our responsibilities under our Charter.

Congress recognized the imperative of market-based executive compensation when enacting the Federal National

Mortgage Association Charter Act, which provides for compensation for Fannie Mae executives that is

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comparable with compensation for employment in other similar businesses, including other publicly held

financial institutions or major financial services companies, involving similar duties and responsibilities. The

Charter Act also provides that Fannie Mae base a significant portion of our executive officers’ potential

compensation on the company’s performance.

Although we recognize the importance of paying market-based executive compensation in order to attract and

retain qualified executives, we also recognize that we must balance this objective with our conservatorship status

and our efforts to reduce taxpayer costs. Management and the Board carefully consider the costs of executive

compensation when making compensation determinations. We have substantially reduced these costs since

entering into conservatorship in September 2008. Actual total direct compensation for our Chief Executive

Officer for 2011 was more than 50% lower than such compensation for our Chief Executive Officer for 2007.

Average actual total direct compensation for Fannie Mae’s other named executive officers for 2011 was more

than 50% lower than such 2007 compensation for our other named executive officers. In addition to lower

compensation levels, we also have reduced executive compensation by reducing the total number of our senior

executives (senior vice presidents and above) by approximately 28% from the beginning of conservatorship

through year-end 2011. We also seek to compensate newly hired executives at lower amounts than the executives

they are replacing. In addition, FHFA has prohibited us from awarding compensation increases for our named

executives, as well as for all other employees of the company, in 2011 and 2012, except in cases of promotions or

significant changes in responsibilities. Our aggregate salary and employee benefit expense as a percentage of net

revenues was 6% in 2011.

The company and FHFA set total compensation targets for each named executive officer based on the position

requirements and the executive’s expertise and experience. We and FHFA considered the compensation paid for

these positions at comparable financial services companies, with which we must compete for talent. We describe

the executive compensation benchmarking process under “Comparator Group and Role of Benchmark Data”

below. In accordance with directives from FHFA, the Board of Directors did not increase the named executive

officers’ compensation targets from 2009 levels in either 2010 or 2011. Further, as described below under “2012

Executive Compensation Program,” FHFA has directed us to reduce the target compensation of each named

executive who remains employed by us by 10% in 2012.

Link Pay to Performance

As described in more detail below, our 2011 executive compensation program consisted of three elements: base

salary, deferred salary and a long-term incentive award. In order to align pay with performance, the long-term

incentive award is based on performance against corporate goals and individual performance, and 50% of

deferred salary is based on performance against corporate goals.

The Compensation Committee carefully evaluated our executives’ performance against the company’s

performance goals to determine variable compensation for 2011. Our 2011 corporate performance goals were

designed to support the company’s business objectives, which include providing liquidity to the housing market,

mitigating credit losses on our pre-2009 book of business, reducing administrative expenses, meeting our

obligations as program administrator of Treasury’s Making Home Affordable program, and improving the

company’s controls and infrastructure. These goals were approved by FHFA.

The Compensation Committee’s evaluation of the company’s performance against the 2011 performance goals

concluded that the company achieved most of its goals in a challenging operating environment. The Committee

determined that the company’s performance was strong in many areas: the company acquired and managed a

high-quality book of new business that we expect will be profitable over its lifetime, provided significant

liquidity to the housing market, controlled credit-related expenses on its pre-2009 loans, and limited

administrative expenses. Based on its evaluation and considering input from FHFA, the Committee determined

that the pools for the first installment of the 2011 long-term incentive awards and for the second installment of

the 2010 long-term incentive awards for executive officers would be funded at 85% of target, and the

performance-based portion of 2011 deferred salary would be paid at 85% of target. In making these decisions, the

Committee also took into account that, while the company made significant progress in improving its

infrastructure and risk and

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controls environment, it did not fully achieve all of the metrics relating to these goals. The Board of Directors

and FHFA approved the Compensation Committee’s determinations. See “Determination of 2011

Compensation” for more information about how compensation of our named executives was determined.

Named Executives for 2011

This Compensation Discussion and Analysis focuses on compensation decisions relating to our Chief Executive

Officer, our Chief Financial Officer, our former Deputy Chief Financial Officer (who assumed the responsibilities

of Chief Financial Officer from December 30, 2010 to July 10, 2011), and our next three most highly compensated

executive officers during 2011. We refer to these individuals as our named executives. For 2011, our named

executives were:

• Michael J. Williams, President and Chief Executive Officer;

• Susan R. McFarland, Executive Vice President and Chief Financial Officer;

• David C. Hisey, Executive Vice President and Deputy Chief Financial Officer;

• David C. Benson, Executive Vice President—Capital Markets;

• Terence W. Edwards, Executive Vice President—Credit Portfolio Management; and

• Timothy J. Mayopoulos, Executive Vice President, Chief Administrative Officer, General Counsel and

Corporate Secretary.

Impact of Conservatorship

As discussed in the Original Filing under “Business—Conservatorship and Treasury Agreements—

Conservatorship,” we have been under the conservatorship of FHFA since September 2008. The conservatorship

has had a significant impact on the compensation received by our named executives, as well as the process by

which executive compensation was determined. Regulatory requirements affecting our executive compensation

include:

• Our directors serve on behalf of FHFA and exercise their authority subject to the direction of FHFA. More

information about the role of our directors is described in the Original Filing in “Directors, Executive

Officers and Corporate Governance—Corporate Governance—Conservatorship and Delegation of Authority

to Board of Directors.”

• While we are in conservatorship, FHFA, as our conservator, retains the authority to approve and to modify

both the terms and amount of any compensation. FHFA, as our conservator, has directed that our Board

consult with and obtain FHFA’s consent before taking any actions involving hiring, compensation or

termination benefits of any officer at the executive vice president level and above and other specified

executives. In addition, FHFA has limited the amount of compensation that we can pay to other senior

officers.

• FHFA, as our regulator, must approve any termination benefits we offer to our named executives and certain

other officers identified by FHFA.

• Under the terms of the senior preferred stock purchase agreement with Treasury, we may not enter into any

new compensation arrangements with, or increase amounts or benefits payable under existing compensation

arrangements of, any named executives or executive officers without the consent of the Director of FHFA,

in consultation with the Secretary of the Treasury.

• Under the terms of the senior preferred stock purchase agreement, we may not sell or issue any equity

securities without the prior written consent of Treasury, other than as required by the terms of any binding

agreement in effect on the date of the senior preferred stock purchase agreement. This effectively eliminates

our ability to offer stock-based compensation.

• Under the Housing and Economic Recovery Act of 2008 and related regulations issued by FHFA, the

Director of FHFA has the authority to prohibit or limit us from making any “golden parachute payment” to

specified categories of persons, including our named executives.

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As a result of these requirements, the 2011 compensation determinations for our named executives discussed in

this Compensation Discussion and Analysis were approved by the Acting Director of FHFA.

2011 Executive Compensation Program

Overview of Program Objectives and Structure

Our 2011 executive compensation program was designed to fulfill two primary objectives:

• Attract and Retain Executive Talent. Our 2011 executive compensation program was intended to attract and

retain executive talent with the specialized skills and knowledge necessary to manage a large financial

services company. Executives with these qualifications are needed for the company to continue to fulfill its

important role in providing liquidity to the mortgage market and supporting the housing market, as well as

to prudently manage our book of business and be an effective steward of the government’s and taxpayers’

support.

• Pay for Performance. Our 2011 executive compensation program was also intended to drive a pay for

performance environment through the use of performance-based long-term incentive awards and deferred

salary.

Management, the Board of Directors and FHFA seek to balance these two objectives with our conservatorship

status and our efforts to reduce taxpayer costs.

In 2009, FHFA worked with our management and Board of Directors, and sought the guidance of Treasury’s

Special Master for TARP Executive Compensation, to develop an executive compensation program that met

these objectives and also reflected evolving standards regarding executive compensation and, to the extent

appropriate, was generally consistent with the structural standards created for firms that received exceptional

assistance under the Troubled Asset Relief Program, or TARP. The views of management and the Board of

Directors in the development of this executive compensation program reflected input from management’s and the

Compensation Committee’s compensation consultants.

As a result of these efforts, in December 2009, we adopted a compensation program based on FHFA’s guidance

consisting of three primary elements: base salary, deferred pay and a long-term incentive award. We now refer to

the deferred pay element of our compensation program as “deferred salary” to better reflect our view of the

nature of this compensation element and at FHFA’s direction to present our executive compensation information

on a consistent basis with Freddie Mac. With regard to the relative distribution of total compensation among

these elements, based on guidance from FHFA, we targeted the long-term incentive award component at

one-third of total direct compensation, with base salary and deferred salary together constituting the remaining

two-thirds of total direct compensation. In addition, based on guidance from FHFA, we limited annual base

salary rates to no more than $500,000, except in the case of our Chief Executive Officer and Chief Financial

Officer. All elements of our named executives’ direct compensation are paid in cash, due to the negligible market

value of our common stock since entering into conservatorship and because we are prohibited from paying new

stock-based compensation under the senior preferred stock purchase agreement without Treasury’s consent.

FHFA, in consultation with Treasury, approved our compensation program and the level of salary, deferred

salary target and long-term incentive target for each of our named executives.

The Board and the Compensation Committee reviewed the compensation arrangements for the named executives

in January 2011 and did not make any changes to the named executives’ salaries, deferred salary targets or longterm incentive targets for 2011. As described below under “2012 Executive Compensation Program,” FHFA

instituted and the Board authorized management to implement a new executive compensation program and new

compensation targets for the named executives that are applicable for 2012 compensation.

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Elements of 2011 Compensation Program

Direct Compensation

The table below summarizes the principal elements, objectives and key features of our 2011 compensation

program for our named executives.

Compensation

Element Form

Compensation

Objectives Key Features

Base Salary Fixed cash payments,

paid during the year on a

bi-weekly basis.

Attract and retain named

executives by providing

a fixed level of cash

compensation.

Base salary reflects the named executive’s level of

responsibility and experience, as well as individual

performance over time.

Base salary is capped at $500,000 for all of our

executive officers, including the named executives,

other than our Chief Executive Officer and Chief

Financial Officer.

Deferred Salary Payments that are paid

to the named executives

in cash in quarterly

installments in the year

following the

performance year.

50% of deferred salary

is performance-based

and the remaining 50%

is service-based.

2011 deferred salary

will be paid in four

equal quarterly

installments in March,

June, September and

December of 2012.

Retain named executives

by deferring payment of

additional cash

compensation until the

following year.

The performance-based

portion of deferred

salary provides

incentives to the named

executives to achieve

our corporate

performance goals.

Half of 2011 deferred salary is based on the Board of

Directors’ determination of corporate performance in

2011, as approved by FHFA. The remaining half of

2011 deferred salary is service based.

Except in the limited circumstances described under

“Compensation Tables—Potential Payments Upon

Termination or Change-in-Control” and

“Termination Agreement with our Former Deputy

Chief Financial Officer” below, we will pay

installments of deferred salary only if the named

executive is employed by Fannie Mae on the

scheduled payment dates.

Long-term

Incentive Award

A performance-based

cash award that is paid

over two calendar years.

Half of the 2011 longterm incentive award

was paid in February

2012 and the remaining

half of the award will be

paid in early 2013.

Provide incentives to

named executives to

achieve corporate and

individual performance

goals, and serve as a

retention incentive.

A named executive’s target for a long-term incentive

award is one-third of the executive’s target total

direct compensation.

Half of the 2011 long-term incentive award was

determined in February 2012 based on corporate and

individual performance for 2011. The remaining half

of the award will be determined in early 2013 based

on corporate and individual performance for both

2011 and 2012.

Except in the limited circumstances described under

“Compensation Tables—Potential Payments Upon

Termination or Change-in-Control” below, we will

pay installments of a long-term incentive award only

if the named executive is employed by Fannie Mae

on the scheduled payment dates.

FHFA must approve each long-term incentive award

paid to a named executive.

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Employee Benefits

Our employee benefits are a fundamental part of our executive compensation program, and serve as an important

tool in attracting and retaining senior executives. We describe these employee benefits in the table below. We

provide more detail on our retirement plans under “Compensation Tables—Pension Benefits” and

“Compensation Tables—Nonqualified Deferred Compensation.”

Benefit Form Primary Objective

Health, Welfare and Other

Benefits

In general, the named executives are eligible for

benefits available to our employee population as a

whole, including our medical insurance plans, life

insurance program and matching charitable gifts

program. The named executives are also eligible to

participate in our voluntary supplemental long-term

disability plan, which is available to many of our

employees.

Provide for the well-being of the

named executive and his or her

family.

Retirement Plans:

Defined Benefit Pension Plans

• Qualified Retirement Plan

• Non-qualified Supplemental

Pension Plan and 2003

Supplemental Pension Plan

• Non-qualified Executive

Pension Plan

Our Retirement Plan is a tax-qualified defined

benefit pension plan that was generally available to

employees before participation in the plan was

frozen in 2007. Our non-qualified Supplemental

Pension Plans and Executive Pension Plan provide

supplemental retirement benefits in addition to

those offered by the Retirement Plan.

The named executives who joined the company

prior to 2008 (Mr. Williams, Mr. Hisey and Mr.

Benson) participate in the company’s defined

benefit pension plans. Mr. Williams is the only

named executive with a benefit under the

Executive Pension Plan. We froze benefits under

this plan in 2009.

The named executives who joined the company

after 2007 are not eligible to participate in any of

these plans.

Retain named executives by

providing a level of retirement

income.

Non-qualified Deferred

Compensation (“Supplemental

Retirement Savings Plan”)

The Supplemental Retirement Savings Plan is an

unfunded, non-tax-qualified defined contribution

plan. The plan supplements the company’s

qualified defined contribution plan by providing

benefits to participants whose annual eligible

earnings exceed the IRS limit on eligible

compensation for 401(k) plans.

The named executives who joined the company

after 2007 (Ms. McFarland, Mr. Edwards and Mr.

Mayopoulos) participate in the company’s

Supplemental Retirement Savings Plan.

The named executives who joined the company

prior to 2008 are not eligible to participate in this

plan, as they participate in some or all of the

company’s defined benefit pension plans.

Attract and retain named executives

by providing retirement savings.

401(k) Plan (“Retirement

Savings Plan”)

A tax-qualified defined contribution plan (401(k)

plan) available to our employee population as a

whole.

All of the named executives are eligible to

participate in this plan.

Attract and retain named executives

by providing retirement savings in a

tax-efficient manner.

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Benefit Form Primary Objective

Relocation Benefits and Other

Perquisites

From time to time, we offer relocation benefits to

new executives. As described below under

“Compensation Arrangements with our Chief

Financial Officer,” we agreed to provide up to

$100,000 in relocation benefits to Ms. McFarland

to facilitate her move to the Washington, D.C. area.

We believe that perquisites should be a minimal

part of the compensation package for our named

executives. Except for the relocation benefits

provided to Ms. McFarland described above, the

perquisites we provided to our named executives in

2011 did not exceed $2,000 in the aggregate.

Total perquisites for any named executive cannot

exceed $25,000 per year without FHFA approval,

and we do not provide a gross-up for taxes due on

any perquisite.

Relocation benefits are provided to

attract new named executives by

reimbursing them for a specified

amount of their costs associated

with relocating to the Washington,

D.C. area.

Sign-on Award

In addition to the direct compensation and employee benefits described in the tables above, from time to time, a

new executive may be awarded a sign-on award to attract the executive to join Fannie Mae and/or to compensate

him or her for compensation forfeited upon leaving a prior employer. As described in more detail under

“Compensation Arrangements with our Chief Financial Officer,” our Board of Directors awarded a $1.7 million

sign-on award to our new Chief Financial Officer, Susan R. McFarland, in July 2011 to partially compensate her

for equity grants forfeited upon leaving her prior employer. No other named executive was awarded a sign-on

award in 2011.

Severance Benefits

We have not entered into agreements with any of our named executives that would entitle the executive to

severance benefits, other than the termination agreement with Mr. Hisey described below under “Compensation

Tables—Potential Payments Upon Termination or Change-in-Control—Termination Agreement with our Former

Deputy Chief Financial Officer.” Information on compensation that we may pay to a named executive in certain

circumstances in the event the executive’s employment is terminated is provided below in “Compensation

Tables—Potential Payments Upon Termination or Change-in-Control.” FHFA must approve any termination

benefits we offer our named executives.

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Determination of 2011 Compensation

Summary of 2011 Compensation Actions

The table below displays the named executives’ 2011 compensation targets compared to the actual payments to

be received by the named executives. The amounts shown in the “Total Target” and “Total Actual” columns

consist of the sum of 2011 base salary, 2011 deferred salary and amounts associated with the first installment of

the 2011 long-term incentive award and the second installment of the 2010 long-term incentive award. This table

is not intended to replace the summary compensation table, required under applicable SEC rules, which is

included below under “Compensation Tables—Summary Compensation Table for 2011, 2010 and 2009.”

2011 Deferred Salary

Long-Term Incentive Award

(First Installment of 2011

Award and Second

Installment of 2010 Award)(2) Total

Named Executive

2011 Base

Salary Rate Target Actual (1) Target Actual Target Actual

Michael Williams ........ $900,000 $3,100,000 $2,867,500 $2,000,000 $1,491,000 $6,000,000 $5,258,500

Susan McFarland(3) ....... 600,000 1,533,333 1,418,333 254,247 218,906 2,387,580 2,237,239

David Hisey(4) ........... 425,000 1,045,000 966,625 730,000 498,225 2,200,000 1,889,850

David Benson ........... 500,000 1,369,667 1,266,942 930,333 820,553 2,800,000 2,587,495

Terence Edwards ........ 500,000 1,369,667 1,266,942 930,333 854,744 2,800,000 2,621,686

Timothy Mayopoulos ..... 500,000 1,469,667 1,359,442 980,333 952,149 2,950,000 2,811,591

(1) Target 2011 deferred salary is 50% service-based and 50% corporate performance-based. The Compensation Committee

determined that the corporate performance-based portion of 2011 deferred salary will be paid at 85% of target.

(2) Except for Ms. McFarland, consists of the first installment of each named executive’s 2011 long-term incentive award

plus the second installment of each named executive’s 2010 long-term incentive award. Amounts do not include the

second installment of the 2011 long-term incentive awards.

(3) Ms. McFarland joined the company in July 2011. The 2011 base salary rate shown in this table represents her annual

base salary rate. The actual amount of base salary she received in 2011 was $288,462. Ms. McFarland’s 2011 long-term

incentive award was prorated based on her hire date; her 2011 deferred salary was not prorated. Because she joined the

company in 2011, Ms. McFarland did not receive a 2010 long-term incentive award. Ms. McFarland’s total annual direct

compensation target for 2011 including the second installment of her 2011 long-term incentive award is $3.2 million.

The amounts shown in this table for Ms. McFarland do not include the $1.7 million sign-on award that she was awarded

when she joined the company. See “Compensation Tables—Summary Compensation Table for 2011, 2010 and 2009”

and “Compensation Arrangements with our Chief Financial Officer” for more information regarding Ms. McFarland’s

2011 compensation.

(4) Mr. Hisey left the company in February 2012. Pursuant to his termination agreement with the company, he will receive

all of his 2011 deferred salary on the same payment dates as other deferred salary recipients. See “Compensation

Tables—Potential Payments Upon Termination or Change-in-Control—Termination Agreement with our Former Deputy

Chief Financial Officer” for a description of this termination agreement.

2011 Corporate Performance Goals and Assessment of 2011 Corporate Performance

In March 2011, the Board established a challenging set of 2011 corporate performance goals for the

performance-based portion of 2011 deferred salary and the first installment of the 2011 long-term incentive

award, as well as 2012 corporate performance goals for the second installment of the 2011 long-term incentive

award. FHFA approved these goals in April 2011. In addition, in 2010, the Board established, and FHFA

approved, 2011 corporate performance goals for the second installment of the 2010 long-term incentive award.

The Board did not assign any relative weight to the goals and the Compensation Committee may consider other

factors in addition to the goals in assessing corporate performance.

In late 2011 and early 2012, the Compensation Committee reviewed our performance against each of our 2011

performance goals and related metrics to determine the funding of the pool for the first installment of the 2011

long-term incentive awards and the performance-based portion of 2011 deferred salary. The Compensation

Committee also reviewed our performance against our 2010 performance goals and additional 2011 performance

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goals to determine the funding of the pool for the second installment of the 2010 long-term incentive awards. In

this process, the Compensation Committee reviewed management’s assessment of the company’s performance

against the goals and discussed the company’s performance with the Chief Executive Officer. The results of the

Compensation Committee’s reviews are summarized below.

2011 Corporate Performance Goals

The first table below presents our 2011 corporate performance goals and related metrics for the first installment

of the 2011 long-term incentive award and the performance-based portion of 2011 deferred salary, and

management’s assessment of our achievement against these goals and metrics. The second table below presents

our 2011 goals for the second installment of the 2010 long-term incentive award, and management’s assessment

of our achievement against these goals. The results of the Compensation Committee’s review of our performance

against these goals and metrics are summarized following the tables.

2011 Long-term Incentive Award (First Installment) and 2011 Deferred Salary Goals

Goals and Related Metrics Performance Against Goal/Metric

Goal 1: Achieve key financial targets, including acquiring

and managing a profitable, high-quality book of new

business from 2009 forward.

Achieved this goal.

Profitability:

Net revenue margin: Achieve a specified minimum projected

lifetime net revenue margin on the company’s new singlefamily book of business from 2009 forward (excluding loans

purchased pursuant to the Administration’s Home Affordable

Refinance Program (“HARP loans”)). Net revenue margin

refers to our expected guaranty fee revenue on the loans less

our expected credit losses on those loans over their lifetime.

Achieved this metric. See “Information Regarding Undisclosed

Profitability and Credit Quality Metrics” below this table for

further information.

Return on capital: Achieve projected returns at time of

acquisition in excess of cost of capital on 2011 single-family

and multifamily acquisitions (excluding HARP loans in the

case of single-family acquisitions and excluding loan

modifications in the case of multifamily acquisitions).

Achieved this metric. See “Information Regarding Undisclosed

Profitability and Credit Quality Metrics” below this table for

further information.

Credit Quality:

Single-family: On 2011 acquisitions (excluding HARP loans),

in the aggregate, do not exceed a specified internal metric that

measures the likelihood of a loan becoming seriously

delinquent within one year of acquisition.

Achieved this metric. See “Information Regarding Undisclosed

Profitability and Credit Quality Metrics” below this table for

further information.

Multifamily: On 2011 acquisitions, achieve a weighted average

debt service coverage ratio greater than 1.25 and a weighted

average loan-to-value ratio of less than 80%.

Achieved these metrics, with a weighted average debt service

coverage ratio of 1.49 and a weighted average loan-to-value

ratio of 65% on 2011 multifamily acquisitions.

Other Financial Targets:

Expenses: Limit core administrative expenses for 2011 to no

more than $1.8 billion, or a 10% reduction from 2010.

Achieved this metric, with core administrative expenses of $1.7

billion in 2011. (Core administrative expenses exclude $635

million in costs relating to the credit organization, Treasury’s

Making Home Affordable (“MHA”) program and extraordinary

expenses that are included in administrative expenses in our

statement of operations for 2011.)

Losses: Limit 2011 net loss to no more than $21.6 billion. Achieved this metric, with a net loss of $16.9 billion for 2011.

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Goals and Related Metrics Performance Against Goal/Metric

Goal 2: Serve the housing market by being a major source

of liquidity, effectively managing our legacy book of

business, and assisting troubled borrowers.

Substantially achieved this goal.

Liquidity:

Single-family volume: Acquire a minimum of $300 billion in

unpaid principal balance of single-family loans in 2011.

Achieved this metric, with 2011 single-family acquisition

volumes of $563 billion that met our profitability and credit

quality metrics described above.

Multifamily volume: Acquire a minimum of $17 billion in

unpaid principal balance of multifamily loans in 2011.

Achieved this metric, with 2011 multifamily acquisition

volumes of $24.4 billion that met our profitability and credit

quality metrics described above.

Capital Markets revenues: Achieve a minimum of $300 million

in transactional revenues from the Capital Markets group’s

liquidity activities.

Achieved this metric. The Capital Markets group generated

approximately $600 million in estimated transaction fees and

economic value from its 2011 liquidity activities.

Managing the Legacy (Pre-2009) Book: Limit 2011 singlefamily credit expenses to no more than $33 billion.Achieved this metric, with single-family credit expenses of

$27.2 billion for 2011.

Assisting Troubled Borrowers/MHA Program: Meet our

obligations as program administrator of Treasury’s MHA

program.

Achieved this metric by meeting our program administrator

obligations under the Financial Agency Agreement, which

included deploying technology releases related to the MHA

system of record, releasing a borrower net present value

calculator, overseeing borrower outreach events in hard hit

communities, overseeing program call centers, administering

incentive payments, and supporting policy development

and industry trainings.

Housing and Duty to Serve Goals:

Housing goals: Meet our 2011 housing goals established by

FHFA if feasible while pursuing economically sensible

business.

We anticipate that we did not meet four out of five singlefamily housing goals benchmarks, due to market conditions and

other factors. We anticipate that we met both multifamily

housing goals. For the benchmarks we did not achieve, FHFA

will measure our performance against goals-qualifying

originations in the primary mortgage market to determine if we

met the goals. FHFA is not expected to make the final

determination regarding our achievement of the 2011 goals

before late 2012. See “Business—Our Charter and Regulation

of Our Activities—Regulation and Oversight of Our

Activities—Housing Goals and Duty to Serve Underserved

Markets” in the Original Filing for a description of our

performance against our 2011 housing goals.

Duty to serve: Meet our duty to serve requirements established

by FHFA.

This goal is no longer applicable because the final rule relating

to these requirements had not been published as of December

31, 2011.

Goal 3: Improve the company’s risk and control

environment.

Partially achieved this goal.

Resolve open controls issues: Resolve all significant

deficiencies in our internal control over financial reporting and

all high priority internal audit issues within agreed upon

timeframes.

Substantially achieved this metric by resolving all significant

deficiencies and high priority internal audit issues by year end;

however, not all issues were resolved within the initially

established timeframes.

Prevent new controls issues: Prevent the occurrence of any

new material weaknesses in our internal control over financial

reporting or any repeat internal audit findings.

Substantially achieved this metric. No new material weaknesses

were identified in 2011; however, two repeat internal audit

findings were identified in 2011.

- 11 -
Goals and Related Metrics Performance Against Goal/Metric

FHFA-identified risk and control matters:

Open matters: Resolve all risk and control matters that were

identified by FHFA on or before January 1, 2011 by no later

than December 31, 2011.

Partially achieved this metric by closing 36 of the 42 open

matters by December 31, 2011.

New matters: Submit initial responses and a remediation plan

for all new risk and control matters identified by FHFA within

30 days of receiving FHFA’s letter identifying the matter, and

actively work with FHFA for their approval of submitted

remediation plans.

Achieved this metric. We responded to all new risk and control

matters identified by FHFA in 2011 in accordance with this

requirement.

Operational risk plan: Achieve the 2011 milestones of the

operational risk plan.

Achieved this metric.

Goal 4: Improve the company’s capabilities, infrastructure

and efficiency.

Substantially achieved this goal.

Operating plan: Achieve the 2011 milestones of the operating

plan within budget and scope.

Substantially achieved this metric. Successfully executed

against most 2011 operating plan milestones within budget and

scope, with the exception of two milestones that have been

delayed to 2012. The milestones that were delayed relate to our

uniform loan delivery data initiative and our centralized

business rules initiative.

Servicing initiative: Achieve the 2011 milestones of the

servicing compensation initiative.

Achieved this metric. The company worked with FHFA on the

servicing compensation initiative throughout 2011 and FHFA

released a discussion paper on the initiative in September 2011.

Human capital:

Leadership: Focus our leadership development efforts on top

talent and retain top talent at a higher rate than the overall

workforce.

Achieved this metric. The company developed and

implemented an engagement plan for top talent. Top talent has

been retained at a higher rate than lower-rated employees.

Diversity: Maintain the diversity of our workforce and expand

inclusion efforts at the officer ranks.

Achieved this metric.

2010 Long-term Incentive Award (Second Installment) Goals

Goals Performance Against Goal

Goal 1: Reduce fixed general and administrative expenses by

5% in 2011.

Achieved this goal, reducing our 2011 core administrative

expenses by more than 10% to $1.7 billion. The Board

measured this goal based on core administrative expenses.

Goal 2: Achieve target relating to the reduction of 2011 singlefamily credit-related expenses to no more than $33 billion.Achieved this goal, with single-family credit-related expenses

of $27.2 billion in 2011.

Goal 3: Achieve risk-adjusted return on economic capital

targets on 2011 single-family and multifamily acquisitions

(excluding HARP loans in the case of single-family

acquisitions and excluding loan modifications in the case of

multifamily acquisitions).

Achieved this goal.

Goal 4: Meet 2011 deliverables on business process and

technology improvements, and make progress on strategic

projects.

Achieved this goal by meeting 2011 operations and technology

goals, and making significant progress on our operating plan

and servicing compensation strategic initiatives.

Goal 5: Address all risk and control matters identified by our

regulator within agreed-upon timeframe.

Partially achieved this goal by closing 36 of the 42 open

matters by December 31, 2011.

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Information Regarding Undisclosed Profitability and Credit Quality Metrics

We have chosen not to disclose the specific target and/or actual results for three of the performance metrics in the

tables above because we believe that such disclosure would cause us competitive harm. The targets and/or results

that we have not disclosed are those relating to our net revenue margin metric, our return on capital metric and

our single-family credit quality metric. If our customers or competitors obtained this information, it would

provide insight into our pricing strategy that these customers or competitors could use to our competitive

disadvantage.

For these three performance measures, management and the Board considered the company’s business goals, as

well as the likelihood of achievement, when recommending and approving the target. Each target was designed

to help achieve the company’s goal of acquiring a profitable, high-quality book of business from 2009 forward

and was set at a level determined to be appropriate and achievable given the company’s expectations for future

economic and housing market conditions. Management and the Board also considered the company’s historical

performance relating to these metrics in setting the 2011 targets, as well as the extent to which achievement of

the metrics were within management’s control or dependent on market or economic conditions. Some housing

market and economic conditions were different in 2011 than our initial expectations at the time we set the targets

for these three metrics, including interest rates and the proportion of mortgage originations consisting of

refinances. These conditions generally contributed to the achievement of our profitability and single-family credit

quality metrics. For example, interest rates decreased in the second half of 2011, leading to more refinance

activity and higher-quality and more profitable single-family mortgage acquisitions than we originally

anticipated.

Compensation Committee Assessment of 2011 Corporate Performance

The Compensation Committee agreed with management’s assessment of its performance against goals, as

described in the tables above. The Committee determined that the company achieved most of its goals in a

challenging operating environment. For example, the company:

• acquired and managed a strong, high-quality book of new business that is expected to be profitable over its

lifetime and meets specified net revenue margin metrics, return on capital metrics and credit quality metrics;

• provided over $550 billion of liquidity to the housing market enabling families to buy and refinance homes;

• met the target for limiting credit-related expenses on loans acquired prior to 2009 by offering home

retention solutions, such as loan modifications, and working with servicers to improve the servicing of

delinquent loans;

• met its obligations as program administrator of Treasury’s MHA program; and

• reduced core administrative expenses by over 10% from 2010.

In evaluating corporate performance, the Committee considered the challenging regulatory and operating

environment and the challenges presented by management turnover. Additionally, the Committee took into

account that, while the company made significant progress in improving its infrastructure and risk and controls

environment, it did not fully achieve all of the metrics relating to these goals. In addition, for purposes of the

second installment of the 2010 long-term incentive award, the Committee also considered the company’s

performance against its 2010 performance goals. In evaluating the company’s performance against its goals, the

Compensation Committee considered the company’s performance against the goals as a whole and did not assign

specific weightings to any goal or metric.

Based on its evaluation and considering input from FHFA, the Compensation Committee determined that the

pools for the first installment of the 2011 long-term incentive awards and for the second installment of the 2010

long-term incentive awards for executive officers would be funded at 85% of target, and the performance-based

portion of 2011 deferred salary would be paid at 85% of target. The Board of Directors and FHFA reviewed and

approved these determinations.

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Assessment of 2011 Individual Performance

Overview. The amounts of the first installment of the 2011 long-term incentive awards and the second

installment of the 2010 long-term incentive awards for the named executives took into account not only the

company’s performance against the corporate goals and metrics described above, but also an assessment by the

Board of Directors of each named executive’s performance during the applicable performance period, as well as

retention considerations. The Board assessed the Chief Executive Officer’s performance with input from the

Compensation Committee and assessed each other named executive’s performance with input from both the

Compensation Committee and the Chief Executive Officer. Based on these assessments, the Board used its

judgment and discretion to determine the amount of compensation it deemed appropriate for each named

executive.

We describe the Board’s determinations with respect to the first installment of each named executive’s 2011

long-term incentive award and the second installment of each named executive’s 2010 long-term incentive

award, as well as the elements of each named executive’s performance the Board considered in making these

determinations, below. FHFA has reviewed and approved these determinations. More information on the

compensation arrangements for each of our named executives is set forth below in the “Summary Compensation

Table for 2011, 2010 and 2009.”

Michael Williams, President and Chief Executive Officer. The Board determined that the first installment of

Mr. Williams’ 2011 long-term incentive award would be $714,000, which is approximately 71% of his target,

and that the second installment of his 2010 long-term incentive award would be $777,000, which is

approximately 78% of his target. Mr. Williams’ individual performance was evaluated based on the company’s

performance against the corporate performance goals for the applicable performance periods, reflecting the fact

that he is accountable for the success of the entire organization. In addition, other achievements not reflected in

the corporate performance goals were considered. The Board determined that, under Mr. Williams’ leadership in

2011, the company met the majority of its corporate goals and subgoals, made solid progress in mitigating credit

losses on its pre-2009 book of business and acquired a 2011 book of business with a strong credit profile that is

expected to be profitable. The Board also recognized the company’s progress in improving its infrastructure and

risk and controls environment, but determined that the company did not fully meet the corporate performance

metrics in those areas. The Board also determined that, during his tenure as Chief Executive Officer,

Mr. Williams has provided strong and steady leadership in an extraordinarily challenging period for the company

and a difficult market environment, and has built and maintained good relationships with FHFA and Treasury. In

addition, he has effectively managed turnover in senior management and has built a strong and effective

executive management team.

Susan McFarland, Executive Vice President—Chief Financial Officer. The Chief Executive Officer

recommended to the Board that the first installment of Ms. McFarland’s 2011 long-term incentive award be

$218,906, which is approximately 86% of her prorated target award. The Board approved this recommendation.

In recommending the amount of Ms. McFarland’s long-term incentive award, the Chief Executive Officer

considered Ms. McFarland’s many achievements since she joined the organization in July 2011, which included:

introducing a new financial planning process, delivering a streamlined financial plan for 2012, improving the

financial reporting close process, and restructuring the company’s finance organization. Because Ms. McFarland

joined the company in 2011, she did not receive a 2010 long-term incentive award. See “Compensation

Arrangements with our Chief Financial Officer” for further information regarding Ms. McFarland’s 2011

compensation.

David Hisey, Executive Vice President—Deputy Chief Financial Officer. The Chief Executive Officer

recommended to the Board that the first installment of Mr. Hisey’s 2011 long-term incentive award be $229,950,

which is approximately 63% of his target, and that the second installment of his 2010 long-term incentive award

be $268,275, which is approximately 74% of his target. The Board approved this recommendation. In

recommending the amount of Mr. Hisey’s long-term incentive awards, the Chief Executive Officer considered

Mr. Hisey’s assumption of the responsibilities of Chief Financial Officer from December 2010 to July 2011, his

key role in the company’s work assisting FHFA’s servicing compensation initiative, his assistance in supporting

- 14 -
the company’s strategic initiatives, and his support to our new Chief Financial Officer and the Finance

organization during the leadership transition. Mr. Hisey left the company in February 2012. As described below

under “Compensation Tables—Potential Payments Upon Termination or Change-in-Control—Termination

Agreement with our Former Deputy Chief Financial Officer,” we entered into a termination agreement with

Mr. Hisey in February 2012.

David Benson, Executive Vice President—Capital Markets. The Chief Executive Officer recommended to the

Board that the first installment of Mr. Benson’s 2011 long-term incentive award be $410,276, which is

approximately 88% of his target, and that the second installment of his 2010 long-term incentive award be

$410,277, which is approximately 88% of his target. The Board approved this recommendation. In

recommending the amount of Mr. Benson’s long-term incentive awards, the Chief Executive Officer considered

his many achievements in 2011, including serving as the company’s primary point of contact for Treasury and

the Department of Housing and Urban Development, leading the development of the company’s strategic

initiatives, and playing a lead role in three operating plan initiatives. The Chief Executive Officer also considered

his outstanding leadership of the Capital Markets division. Under his effective leadership, the Capital Markets

team exceeded their targets, implemented the Guaranteed Multifamily Structures (GEMS) program, and

effectively managed the company’s liquidity risk.

Terence Edwards, Executive Vice President—Credit Portfolio Management. The Chief Executive Officer

recommended to the Board that the first installment of Mr. Edwards’ 2011 long-term incentive award be

$439,582, which is approximately 94% of his target, and that the second installment of his 2010 long-term

incentive award be $415,162, which is approximately 89% of his target. The Board approved this

recommendation. In recommending the amount of Mr. Edwards’ long-term incentive award, the Chief Executive

Officer considered Mr. Edwards’ outstanding leadership in transforming the credit portfolio management

division and the many accomplishments of his division in 2011. These accomplishments included: completing

nearly 250,000 home retention solutions and almost 80,000 foreclosure alternatives, developing and

implementing a tool to standardize workout solutions, executing more than 240,000 REO sales while maintaining

high gross execution rates, increasing the amount of funds collected from lenders on outstanding repurchase

requests, and contributing to the reduction in the company’s seriously delinquent loan rate in 2011. The Chief

Executive Officer also considered his leadership role in the servicing alignment initiative (SAI) and servicer total

achievements reward system (STAR) program.

Timothy Mayopoulos, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate

Secretary. The Chief Executive Officer recommended to the Board that the first installment of Mr. Mayopoulos’

2011 long-term incentive award be $483,794, which is approximately 99% of his target, and that the second

installment of his 2010 long-term incentive award be $468,355, which is approximately 96% of his target. The

Board approved this recommendation. In recommending the amount of Mr. Mayopoulos’ long-term incentive

award, the Chief Executive Officer considered his outstanding leadership of the Legal, Human Resources,

Communications and Marketing Services, and Government and Industry Relations divisions of the company, as

well as his leadership role in the company’s operating plan. His accomplishments in 2011 included: resolving the

SEC’s investigation of the company, rebuilding the Communications and Marketing Services division,

supporting FHFA, keeping the company apprised of major legislative developments, and overseeing the Human

Resources division’s retention and recruiting efforts.

Compensation Arrangements with our Chief Financial Officer

Ms. McFarland joined the company in July 2011. Her total annual direct compensation target for 2011, prior to

the proration described below, was $3.2 million, consisting of: (1) $600,000 in base salary; (2) a $1,533,333

deferred salary target, payable in four equal installments in 2012; and (3) a $1,066,667 long-term incentive award

target, payable in two installments in 2012 and 2013. Ms. McFarland’s 2011 base salary and 2011 long-term

incentive award were prorated based on her hire date; her 2011 deferred salary was not prorated.

In addition to this compensation, Ms. McFarland was awarded a $1.7 million sign-on award to partially

compensate her for equity grants forfeited upon leaving her prior employer, which is to be paid as follows:

$900,000 in July 2011, $600,000 in the first quarter of 2012, and $200,000 in July 2012. Each of these payments

- 15 -
is subject to repayment if Ms. McFarland leaves Fannie Mae within one year after the payment. We also agreed

to provide Ms. McFarland with up to $100,000 in relocation benefits to facilitate her move to the Washington,

D.C. area. See “Compensation Tables—Summary Compensation Table for 2011, 2010 and 2009” below for

additional information regarding Ms. McFarland’s 2011 compensation.

Other Executive Compensation Considerations

Role of Compensation Consultants

Our 2011 executive compensation program was developed in 2009 with assistance from the company’s outside

compensation consultant, McLagan, and the Compensation Committee’s independent compensation consultant,

Frederic W. Cook & Co., Inc. (“FW Cook”).

In 2011, McLagan advised management, the Compensation Committee and FHFA on various compensation and

human resources matters, including:

• providing recommendations for an expanded comparator group for select positions;

• advising on competitive pay levels, organization structure, and various compensation proposals for new

hires and promotions; and

• providing actual and forecasted market compensation data for senior management positions, including the

named executives’ positions.

In 2011, FW Cook advised the Compensation Committee and the Board on various executive compensation

matters, including:

• reviewing the company’s risk assessment of its 2011 compensation program;

• reviewing the Chief Executive Officer’s retirement benefits and various compensation proposals for new

hires and promotions;

• evaluating the company’s 2011 corporate performance goals and assisting the Compensation Committee in

its assessment of the company’s performance against these goals;

• informing the Compensation Committee of market trends in compensation;

• assisting the Compensation Committee in its evaluation of our executive compensation program, including

preparing an analysis of the compensation of named executives at the comparator group companies

described below, reviewing McLagan’s recommendations for an expanded comparator group for select

positions and reviewing additional market compensation data prepared by McLagan;

• attending all Compensation Committee meetings held during the year; and

• reviewing certain of the company’s compensation-related disclosures.

FW Cook did not provide any services to management in 2011.

Comparator Group and Role of Benchmark Data

In 2009, the Compensation Committee selected the following comparator group of 18 companies for

benchmarking named executive compensation:

• Allstate Corporation

• American International Group

• Bank of New York Mellon

Corporation

• BB&T Corporation

• Capital One Financial Corporation

• Freddie Mac

• Fifth Third Bancorp

• Genworth Financial, Inc.

• GMAC LLC

• Hartford Financial Services Group

• Lincoln National Corporation

• Metlife, Inc.

• Principal Financial Group

• Prudential Financial, Inc.

• Regions Financial Corporation

• State Street Corporation

• SunTrust Banks Inc.

• US Bancorp.

- 16 -
Finding comparable firms for purposes of benchmarking executive compensation is challenging due to our

unique business, structure and mission, and the large size of our book of business compared to other financial

services firms. The only directly comparable firm to us is Freddie Mac. Factors relevant to the selection of this

comparator group included their status as U.S. public companies, the industry in which they operate (each is a

commercial bank, public insurance company or government-sponsored enterprise) and their size (in terms of total

assets, revenues and headcount) relative to the size of Fannie Mae.

In September 2011, we revised our approach to benchmarking certain senior executive positions. The revised

approach uses our current comparator group and a broader group of companies against which to benchmark pay

levels and practices for certain senior management roles:

• We benchmarked the compensation of our Executive Vice President—Chief Administrative Officer,

General Counsel and Corporate Secretary (Mr. Mayopoulos) against both the current comparator group and

a group of large banks consisting of Bank of America, Citigroup, JP Morgan Chase, PNC Financial Services

and Wells Fargo.

• We benchmarked the compensation of our Executive Vice President—Credit Portfolio Management (Mr.

Edwards) against the group of large banks previously described (other than PNC Financial Services because

there was no comparable position), multifamily specialty firms, Freddie Mac and Ally Financial, Inc.

• We continued to benchmark the compensation of our Chief Executive Officer (Mr. Williams), Chief

Financial Officer (Ms. McFarland), Deputy Chief Financial Officer (Mr. Hisey) and Executive Vice

President—Capital Markets (Mr. Benson) against our comparator group identified above.

In each case, we compared the named executives’ 2011 target direct compensation with the market median of

2010 direct compensation for comparable positions in the applicable comparator group of companies, as

disclosed in the companies’ annual reports, proxy statements and SEC filings, and taking into account individual

variations in job scope for two of the named executives (Mr. Benson and Mr. Mayopoulos). Each named

executive’s target 2011 direct compensation was less than the market median and, in some cases, substantially

less than the market median.

The table below displays the named executives’ target and actual 2011 direct compensation, as compared to the

market median of 2010 direct compensation for the applicable comparator group of companies.

Named Executive

Target Direct

Compensation

% below

Market Median

Actual Direct

Compensation

% below

Market Median

Michael Williams ................................. 31% 40%

Susan McFarland ................................. 9 36

David Hisey ..................................... 21 33

David Benson .................................... 4 11

Terence Edwards ................................. 18 23

Timothy Mayopoulos .............................. 18 22

The Compensation Committee requested this benchmarking to understand how the named executives’

compensation compared to the market median for these positions at comparable companies, in order to ensure

that the company is prudently managing taxpayer support.

- 17 -
Compensation Recoupment Policy

Beginning with compensation for the 2009 performance year, our executive officers’ compensation is subject to

the following forfeiture and repayment provisions, also known as “clawback” provisions:

• Materially Inaccurate Information. If an executive officer has been granted deferred salary (defined in the

compensation recoupment policy as deferred pay under the deferred pay program established in 2009 and

deferred salary under the executive compensation program adopted in 2012) or incentive payments

(including long-term incentive awards) based on materially inaccurate financial statements or any other

materially inaccurate performance metric criteria, he or she will forfeit or must repay amounts granted in

excess of the amounts the Board of Directors determines would likely have been granted using accurate

metrics.

• Termination for Cause. If we terminate an executive officer’s employment for cause, he or she will

immediately forfeit all deferred salary, long-term incentive awards and any other incentive payments that

have not yet been paid. We may terminate an executive officer’s employment for cause if we determine that

the officer has: (a) materially harmed the company by, in connection with the officer’s performance of his or

her duties for the company, engaging in gross misconduct or performing his or her duties in a grossly

negligent manner, or (b) been convicted of, or pleaded nolo contendere with respect to, a felony.

• Subsequent Determination of Cause. If an executive officer’s employment was not terminated for cause,

but the Board of Directors later determines, within a specified period of time, that he or she could have been

terminated for cause and that the officer’s actions materially harmed the business or reputation of the

company, the officer will forfeit or must repay, as the case may be, deferred salary, long-term incentive

awards and any other incentive payments received by the officer to the extent the Board of Directors deems

appropriate under the circumstances. The Board of Directors may require the forfeiture or repayment of all

deferred salary, long-term incentive awards and any other incentive payments so that the officer is in the

same economic position as if he or she had been terminated for cause as of the date of termination of his or

her employment.

• Effect of Willful Misconduct. If an executive officer’s employment: (a) is terminated for cause (or the

Board of Directors later determines that cause for termination existed) due to either (i) willful misconduct

by the officer in connection with his or her performance of his or her duties for the company or (ii) the

officer has been convicted of, or pleaded nolo contendere with respect to, a felony consisting of an act of

willful misconduct in the performance of his or her duties for the company and (b) in the determination of

the Board of Directors, this has materially harmed the business or reputation of the company, then, to the

extent the Board of Directors deems it appropriate under the circumstances, in addition to the forfeiture or

repayment of deferred salary, long-term incentive awards and any other incentive payments described

above, the executive officer will also forfeit or must repay, as the case may be, deferred salary and annual

incentives or long-term awards paid to him or her in the two-year period prior to the date of termination of

his or her employment or payable to him or her in the future. Misconduct is not considered willful unless it

is done or omitted to be done by the officer in bad faith or without reasonable belief that his or her action or

omission was in the best interest of the company.

Certain of the bonus or other incentive-based or equity-based compensation for our Chief Executive Officer and

Chief Financial Officer also may be subject to a requirement that they be reimbursed to the company in the event

that Section 304 of the Sarbanes-Oxley Act of 2002 applies to that compensation.

The Compensation Committee plans to review our compensation recoupment policy and revise it as necessary to

comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act once rules implementing the

Act’s clawback requirements have been finalized by the SEC.

Stock Ownership and Hedging Policies

In January 2009, our Board eliminated our stock ownership requirements because of the difficulty of meeting the

requirements at current market prices and because we had ceased paying our executives stock-based

- 18 -
compensation. All employees, including our named executives, are prohibited from transacting in derivative

securities related to our securities, including options, puts and calls, other than pursuant to our stock-based

benefit plans.

Tax Deductibility of our Compensation Expenses

Subject to certain exceptions, section 162(m) of the Internal Revenue Code imposes a $1 million limit on the

amount that a company may annually deduct for compensation to its CEO and certain other named executives,

unless, among other things, the compensation is “performance-based,” as defined in section 162(m), and

provided under a plan that has been approved by the shareholders. We have not adopted a policy requiring all

compensation to be deductible under section 162(m). The impact of a potential lost deduction because of

Section 162(m) is substantially mitigated by our current and projected tax losses, and this approach allows us

flexibility in light of the conservatorship. Deferred salary and long-term incentive awards received by the named

executives do not qualify as performance-based compensation under section 162(m).

2012 Executive Compensation Program

On March 8, 2012, FHFA instituted new compensation arrangements it designed for our named executives, in

consultation with Treasury. The Board of Directors authorized management to implement these compensation

arrangements. As further described below, the 2012 executive compensation program (the “2012 Program”)

applies to our named executives other than Mr. Hisey and is effective as of January 1, 2012. The 2012 Program

does not apply to Mr. Hisey because he left the company in February 2012.

Under the 2012 Program, FHFA has directed us to reduce the target compensation of each named executive by

10% in 2012. This reduction in compensation seeks to balance our objective of reducing taxpayer costs with our

objective of attracting and retaining the executives needed to effectively manage the company.

Under the 2012 Program, which is described in the table below, direct compensation consists solely of salary

paid in cash. Salary has two components: base salary and deferred salary.

- 19 -
Summary of 2012 Program

Compensation

Element Form

Primary

Compensation Objectives Key Features

Base Salary Fixed cash payments, which are paid

during the year on a bi-weekly basis.

Attract and retain named

executives by providing a

fixed level of current cash

compensation.

Base salary reflects the named executive’s

level of responsibility and experience, as well

as individual performance over time.

Base salary is capped at $500,000 for all of

our executive officers, including the named

executives, other than our Chief Executive

Officer and Chief Financial Officer.

Deferred

Salary

Deferred salary is earned in biweekly installments over the course

of the performance year, and is paid

in quarterly installments in March,

June, September and December of

the following year.

There are two elements of deferred

salary: (1) fixed and (2) at-risk. The

amount of fixed deferred salary is

fixed, while the amount of at-risk

deferred salary may be reduced

based on corporate and individual

performance.

Fixed Deferred Salary

Retain named executives. Treatment of earned but unpaid fixed deferred

salary upon termination of employment is

described below under “Effect of Termination

of Employment.”

At-Risk Deferred Salary

Retain named executives

and provide incentives to

named executives to

achieve corporate and

individual performance

objectives.

Equal to 30% of the named executive’s total

target direct compensation, half of which is

subject to reduction based on corporate

performance and half of which is subject to

reduction based on individual performance.

The 2012 corporate objectives against which

corporate performance will be measured for

the named executives’ 2012 at-risk deferred

salary are described below under “2012

Corporate Performance Objectives.”

Treatment of earned but unpaid at-risk

deferred salary upon termination of

employment is described below under “Effect

of Termination of Employment.”

Effect of Termination of Employment. The treatment of deferred salary for 2012 and subsequent performance

years upon the termination of a named executive’s employment for any reason other than for cause is as follows:

• Fixed Deferred Salary: The named executive would receive the earned but unpaid portion of his or her

fixed deferred salary, reduced by 2% for each full or partial month by which the named executive’s

termination precedes January 31, 2014.

• At-Risk Deferred Salary: The named executive would receive the earned but unpaid portion of his or her

at-risk deferred salary, subject to reduction from the target level for corporate and individual

performance.

All deferred salary paid following a named executive’s termination of employment will be paid on the same

quarterly schedule as if the named executive had not terminated employment.

Compensation Recoupment Policy. Deferred salary is subject to the terms of our forfeiture and repayment

provisions for executive officers. Our compensation forfeiture and repayment provisions are described under

“Other Executive Compensation Considerations—Compensation Recoupment Policy.”

- 20 -
2012 Corporate Performance Objectives

On March 8, 2012, FHFA directed us to implement the 2012 corporate performance objectives and related

targets/measures set forth in the table below, including the relative weighting of each objective. FHFA developed

these objectives with input from management and the Board of Directors. The Board of Directors authorized

management to implement these corporate objectives. One-half of the named executives’ 2012 at-risk deferred

salary is subject to reduction based on the company’s performance against these objectives. FHFA will have the

primary role in determining whether the company has achieved these objectives, with advice from management

and the Board of Directors.

Objectives Weighting Targets/Measures

1. Build a New Infrastructure 30%

• Continued progress on, or completion of, mortgage

market enhancement activities already underway

15%

• Loan-level Disclosure in Mortgage-Backed

Security (MBS)

• Develop template for enhanced loan-level disclosures

for single-family MBS that incorporates market

standards and is consistent with maintaining liquidity

in the to-be-announced market. Template to be

submitted to FHFA by June 30, 2012.

• Uniform Mortgage Data Program (UMDP) • Meet articulated Uniform Mortgage Data Program

(UMDP) timetables as follows:

• Uniform Collateral Data Portal (UCDP)

electronic appraisal submission requirement by

March 19, 2012.

• Uniform Loan Delivery Data (ULDD) format loan

delivery data by July 23, 2012.

• Deliver new ULDD data point in compliance

with SEC Rule 15Ga-1 by November 30, 2012.

• Notify market of optional ULDD data points,

including those necessary to improve disclosure

and for other business uses in 2012.

• Notify market of servicing data standard, including data

necessary to improve disclosure, and agree on timetable

for data collection to begin in 2013 by December 31,

2012.

• Develop plans that leverage uniform appraisal data and

ULDD for enhanced risk management by December 31,

2012.

• Cooperate with FHFA implementation of portal to

accept electronic appraisals.

• Seller-Servicer Contract Harmonization • Appropriate resource allocation to seller-servicer

contract harmonization and commitment to targeted

timetables as outlined in FHFA directive.

• Securitization Platform 10% • In collaboration with FHFA and the other Enterprise,

develop and finalize a plan by December 31, 2012 for

the design and build of a single securitization platform

that can serve both Enterprises and a postconservatorship market with multiple future issuers.

• Pooling and Servicing Agreements 5% • Propose a model pooling and servicing agreement

(PSA), collaborate with other Enterprise and FHFA on

a specific proposal, seek public comment, and produce

final recommendations for standard Enterprise trust

documentation by December 31, 2012.

- 21 -
Objectives Weighting Targets/Measures

2. Contract the Enterprises dominant presence in the

marketplace while simplifying and shrinking certain

operations.

30%

• Work with FHFA to evaluate options for meeting

conservatorship goals, including shifting mortgage

credit risk to private investors via assessment of:

10%

• Multifamily line of business • Undertake a market analysis by December 31, 2012, of

the viability of multifamily business operations without

government guarantees. Review the likely viability of

these models operating on a stand-alone basis after

attracting private capital and adjusting pricing if needed.

• Investment assets and nonperforming loans • Perform analysis of investments portfolio as described in

the strategic plan by the fourth quarter of 2012 and make

preparations for the competitive disposition of a pool of

nonperforming assets by September 30, 2012.

• Review options with board of directors and FHFA and

make appropriate recommendations for future actions.

• Implement plan agreed to by board and FHFA.

• Risk Sharing 10% • Initiate risk sharing transactions by September 30, 2012.

• Execute new risk sharing transactions beyond the

traditional charter required mortgage insurance

coverage.

• Propose timeline for continued growth in risk sharing

through 2013.

• Pricing 10%

• Single-family Guarantee Fee Pricing

Increases

• Develop and begin implementing plan to increase

guarantee fee pricing to more closely approximate the

private sector.

• Set uniform pricing across loan sellers to extent

practicable.

• Set plan to price for state law effects on

mortgage credit losses given default

• Work with FHFA to develop appropriate risk-based

pricing by state. State-level pricing grid to be completed

by August 31, 2012.

3. Maintain foreclosure prevention activities and

credit availability for new and refinanced

mortgages.

20%

• Loss Mitigation through continued implementation

and enhancement of Servicer Alignment Initiative

10% • Enhance transparency of servicer requirements around

foreclosure timelines and compensatory fees and publish

applicable announcements by September 30, 2012.

• Short Sales

• Deeds in Lieu and Deeds-for-Lease

• Enhance short sales programs that include efforts to

identify program obstacles that impact utilization by

June 30, 2012. Applicable lender announcements to

foreclosure alternatives by September 30, 2012.

• Design, develop, or enhance deed in lieu and deed-forlease programs that include efforts to identify and

resolve program obstacles that impact utilization by

September 30, 2012. Applicable lender announcements

to foreclosure alternatives by December 31, 2012.

• Real Estate Owned Sales 10% • Implement, as needed, loans to facilitate real estate

owned (REO) sales program by June 30, 2012.

• Expand financing for small investors in REO properties

by June 30, 2012.

• Initiate disposition pilot, either through financing or bulk

sales, by September 30, 2012.

• Expand pilot programs and establish ongoing sales

program, as agreed to with FHFA, during 2012.

- 22 -
Objectives Weighting Targets/Measures

4. Manage Efficiently in Support of Conservatorship

Goals

20%

• Conservatorship / Board Priorities 20% • Work closely with FHFA toward concluding litigation

associated with private label securities and whole loan

repurchase claims, as appropriate.

• Prioritize and manage Enterprise operations in support

of conservatorship goals and board directions.

• Adapt to evolving conservatorship requirements.

• Collaborate fully with FHFA and, when requested, the

other Enterprise.

• Actively seek and consider public input on

conservatorship-related projects, as requested.

• Effectively identify, communicate, and remediate

situations that create risk for the conservatorships or

avoidable taxpayer losses.

• Ensure corporate governance procedures are maintained,

including timely reporting to the board and adhering to

board mandates and expectations.

• Take steps to mitigate key person dependencies and

maintain appropriate internal controls and risk

management governance.

• Achieve milestones agreed to within the year with

regard to accounting alignment.

2012 Program Compensation Amounts

The following table sets forth the components of 2012 salary on an annual basis for each of our named

executives, other than Mr. Hisey, who is not covered by the 2012 Program as he left the company in February

2012.

2012 Deferred Salary(1)

Name and Title

2012

Base Salary Rate Fixed

At-Risk

(Target Amount)

Total Salary

Target

Michael Williams ...............................

President and Chief Executive Officer

$900,000 $2,880,000 $1,620,000 $5,400,000

Susan McFarland ...............................

Executive Vice President and Chief Financial Officer

600,000 1,416,000 864,000 2,880,000

David Benson ..................................

Executive Vice President— Capital Markets

500,000 1,264,000 756,000 2,520,000

Terence Edwards ...............................

Executive Vice President— Credit Portfolio

Management

500,000 1,264,000 756,000 2,520,000

Timothy Mayopoulos ............................

Executive Vice President, Chief Administrative

Officer, General Counsel and Corporate Secretary

500,000 1,358,500 796,500 2,655,000

(1) Fixed deferred salary is subject to partial forfeiture upon termination of employment before January 31, 2014. In

addition, at-risk deferred salary is subject to reduction based on corporate and individual performance. Fixed deferred

salary and at-risk deferred salary are described in more detail above under “Summary of 2012 Program.”

- 23 -
COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Fannie Mae has reviewed and discussed the

Compensation Discussion and Analysis included in this Form 10-K with management. Based on such review and

discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation

Discussion and Analysis be included in this Form 10-K.

Compensation Committee:

Brenda J. Gaines, Chair

Egbert L. J. Perry (member since November 2011)

Jonathan Plutzik

David H. Sidwell

COMPENSATION RISK ASSESSMENT

We conducted a risk assessment of our 2011 employee compensation policies and practices. In conducting this

risk assessment, we reviewed, among other things, our compensation plans, pay profiles, performance goals and

performance appraisal management process. We also assessed whether policies, procedures or other mitigating

controls existed that would reduce the opportunity for excessive or inappropriate risk-taking within our

compensation policies and practices.

Based on the results of our risk assessment, we concluded that our 2011 employee compensation policies and

practices do not create risks that are reasonably likely to have a material adverse effect on the company. Several

factors contributed to our conclusion, including:

• Payment of incentive compensation is based on the achievement of performance metrics that we have

concluded do not encourage unnecessary or excessive risk-taking. Our mix of multiple qualitative and

quantitative performance metrics without undue emphasis on any one metric provides an appropriate

balance of incentives.

• Our extensive performance appraisal process ensures achievement of goals without encouraging executives

or employees to take inappropriate risks.

• Although we have an all cash compensation program while under conservatorship, FHFA approval of our

executive compensation arrangements and our payment of most incentive payments over time, with a

portion based on future performance, encourages appropriate decision-making.

• Our Board and Compensation Committee have an active and significant oversight role in compensationrelated decisions, including approving the company’s overall compensation structure, determining whether

corporate goals have been achieved and determining the overall funding level of the pool for incentive

awards, with final approval from FHFA.

• Deferred salary and incentive compensation for our executive officers are subject to the terms of a clawback

policy.

• We have no pre-existing severance arrangements for our executive officers that would guarantee additional

compensation when an executive leaves, and there is no guarantee that an executive would receive payments

of previously awarded deferred salary or long-term incentive compensation if an executive’s employment

were terminated.

- 24 -
COMPENSATION TABLES

Summary Compensation Table for 2011, 2010 and 2009

The following table shows summary compensation information for 2011, 2010 and 2009 for the named

executives. The amounts shown in the “Long-Term Incentive Awards and Other” sub-column of the “Non-Equity

Incentive Plan Compensation” column are not comparable for 2009, 2010 and 2011 because of a change to the

company’s compensation structure in 2010, as described in footnote 5 to the table.

Salary

($)

Non-Equity

Incentive

Plan

Compensation

($)

Name and

Principal Position Year

Base

Salary(1)

Deferred

Salary

(ServiceBased)(2)Bonus

($)(3)

Deferred

Salary

(PerformanceBased)(4)

Long-Term

Incentive

Awards and

Other(5)(6)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)(7)

All Other

Compensation

($)(8)

Total

($)

Michael Williams .......... 2011 900,000 1,550,000 — 1,317,500 1,491,000 1,268,300 11,300 6,538,100

President and Chief 2010 900,000 1,550,000 — 1,395,000 900,000 833,156 16,300 5,594,456

Executive Officer 2009 860,523 2,867,200 — — 2,051,100 790,803 111,180 6,680,806

Susan McFarland(9) ........ 2011 288,462 766,667 900,000 651,667 218,906 — 94,391 2,920,093

Executive Vice President

and Chief Financial Officer

David Hisey (10) ........... 2011 425,000 522,500 — 444,125 498,225 156,625 17,250 2,063,725

Executive Vice 2010 408,654 522,500 — 470,250 325,000 130,600 15,950 1,872,954

President and Deputy 2009 441,347 1,045,000 — — 983,700 70,894 44,600 2,585,541

Chief Financial Officer

David Benson ............. 2011 500,000 684,834 — 582,108 820,553 299,704 15,500 2,902,699

Executive Vice 2010 500,000 684,834 — 616,350 440,000 218,844 22,250 2,482,278

President— Capital 2009 519,231 1,369,667 — — 1,282,800 125,157 47,815 3,344,670

Markets

Terence Edwards .......... 2011 500,000 684,834 — 582,108 854,744 — 80,000 2,701,686

Executive Vice 2010 500,000 684,834 — 616,350 420,000 — 54,439 2,275,623

President— Credit

Portfolio Management

Timothy Mayopoulos ....... 2011 500,000 734,834 — 624,608 952,149 — 80,000 2,891,591

Executive Vice President, 2010 500,000 734,834 — 661,350 485,000 — 88,308 2,469,492

Chief Administrative 2009 439,346 1,278,610 — — 842,601 — 87,138 2,647,695

Officer, General Counsel

and Corporate Secretary

(1) Amounts shown in this sub-column consist of base salary paid during the year on a biweekly basis. Calendar year 2009

contained 27 biweekly pay periods, rather than the usual 26 biweekly pay periods. As a result, salary amounts for 2009

reflect an additional biweekly pay period.

(2) Amounts shown for 2010 and 2011 in this sub-column consist of the fixed, service-based portion of 2010 and 2011

deferred salary, which is 50% of the total deferred salary target for the year. As described in footnote 4 below, the

remaining portion of 2010 and 2011 deferred salary is included in the “Non-Equity Incentive Plan Compensation”

column because it is performance-based and the amount paid varies based on corporate performance for the year.

Deferred salary for 2011 will be paid in four equal installments in March, June, September and December 2012. These

amounts generally will be paid only if the named executive remains employed by us on the payment date. More

information about deferred salary is presented in “Compensation Discussion and Analysis—2011 Executive

Compensation Program—Elements of 2011 Compensation Program.” Amounts shown for 2009 in this column consist of

the entire amount of 2009 deferred salary, all of which was service-based.

We previously referred to deferred salary as “deferred pay” and reported this element of compensation under the

“Bonus” column of this table. As described above under “Compensation Discussion and Analysis—2011 Executive

Compensation Program—Overview of Program Objectives and Structure,” we now refer to the deferred pay element of

our compensation program as “deferred salary” to better reflect our view of the nature of this compensation element and

at FHFA’s direction to present our compensation information on a consistent basis with Freddie Mac. We have

reclassified amounts for 2010 and 2009 for consistency with this change in presentation.

(3) As described in footnote 9 below, amounts shown for 2011 in the “Bonus” column consist of the first installment of

Ms. McFarland’s sign-on award ($900,000).

- 25 -
(4) Amount shown for 2010 and 2011 in this sub-column consist of the performance-based portion of 2010 and 2011 deferred

salary, which were based on corporate performance for the applicable year. The amount of 2011 deferred salary awarded to

each named executive represented 85% of the target amount of the performance-based portion of deferred salary. The amount

of 2010 deferred salary awarded to each applicable named executive represented 90% of the target amount of the

performance-based portion of deferred salary. As noted in footnote 2, 2011 deferred salary will be paid in four equal

installments in March, June, September and December 2012. These amounts generally will be paid only if the named

executive remains employed by us on the payment date. More information about deferred salary is presented in

“Compensation Discussion and Analysis—2011 Executive Compensation Program—Elements of 2011 Compensation

Program.”

(5) Amounts shown for 2011 in this sub-column are higher than the amounts shown for 2010, because 2011 amounts include the

second installment of the 2010 long-term incentive award, and 2010 amounts do not include the second installment of the

2009 long-term incentive award. The second installment of the 2010 long-term incentive award is reported as 2011

compensation because it was determined based on performance for both 2010 and 2011. The second installment of the 2009

long-term incentive award was not included as 2010 compensation because it was determined based on performance for 2009

only, and therefore was reported as 2009 compensation.

(6) For all of the named executives except for Ms. McFarland, amounts shown for 2011 in this sub-column consist of the

following: (1) the first installment of the 2011 long-term incentive award, which was based on corporate and individual

performance for 2011; and (2) the second installment of the 2010 long-term incentive award, which was based on corporate

and individual performance for both 2010 and 2011. As described in footnote 9 below, Ms. McFarland joined the company in

2011 and therefore she did not receive a 2010 long-term incentive award. Accordingly, for Ms. McFarland, the amount shown

for 2011 in this sub-column consists only of the first installment of her 2011 long-term incentive award, which was prorated

based on her hire date.

The table below provides details on the amounts of each of these awards for each named executive:

Name

2011 Long-term

Incentive Award

(First Installment)

2010 Long-term

Incentive Award

(Second Installment)

Michael Williams ......................................... $714,000 $777,000

Susan McFarland .......................................... 218,906 —

David Hisey .............................................. 229,950 268,275

David Benson ............................................ 410,276 410,277

Terence Edwards .......................................... 439,582 415,162

Timothy Mayopoulos ...................................... 483,794 468,355

Both the first installment of the 2011 long-term incentive award and the second installment of the 2010 long-term incentive

award were paid in February 2012. The second installment of the 2011 long-term incentive award will be determined and paid

in the first quarter of 2013 based on corporate and individual performance for both 2011 and 2012, and therefore is not

included as 2011 compensation in this table. More information about long-term incentive awards is presented in

“Compensation Discussion and Analysis—2011 Executive Compensation Program—Elements of 2011 Compensation

Program.”

Amounts shown for 2010 in this sub-column consist solely of the first installment of the 2010 long-term incentive award,

which was based on corporate and individual performance for 2010.

Amounts shown for 2009 in this sub-column consist of: (1) the 2009 long-term incentive award, which was based on

corporate and individual performance for 2009; and (2) for Messrs. Williams, Hisey and Benson, the performance-based

portion of their 2008 Retention Program award, which was based on 2009 corporate performance. Mr. Mayopoulos

joined the company in 2009 and therefore did not receive a 2008 Retention Program award.

- 26 -
The table below provides details on the amounts of each of these awards for each named executive who was employed by

Fannie Mae in 2009:

Name

2009 Long-term

Incentive Award

2008 Retention

Program Award

(PerformanceBased Portion)

Michael Williams .............................................. $1,665,000 $386,100

David Hisey .................................................. 657,000 326,700

David Benson ................................................. 837,300 445,500

Timothy Mayopoulos ........................................... 842,601 —

(7) The reported amounts represent change in pension value. We calculated these amounts using the same assumptions we

use for financial reporting under GAAP, using a discount rate of 4.95% at December 31, 2011. None of our named

executives received above-market or preferential earnings on nonqualified deferred compensation.

The discount rate used to determine pension value at December 31, 2011 decreased by 70 basis points from the rate used

at December 31, 2010. Of the $1,268,300 increase in pension value reported for Mr. Williams, $604,900 was attributable

to changes in actuarial assumptions (primarily the reduction in the discount rate noted above), $258,200 was attributable

to financing cost, and $405,200 was attributable to amounts earned through his 2011 service. Of the $156,625 increase in

pension value reported for Mr. Hisey, $70,000 was attributable to changes in actuarial assumptions (primarily the

reduction in the discount rate noted above), $25,400 was attributable to financing cost, and $61,225 was attributable to

amounts earned through his 2011 service. Of the $299,704 increase in pension value reported for Mr. Benson, $118,700

was attributable to changes in actuarial assumptions (primarily the reduction in the discount rate noted above), $43,100

was attributable to financing cost, and $137,904 was attributable to amounts earned through his 2011 service.

(8) The table below shows more information about the amounts reported for 2011 in the “All Other Compensation” column,

which consist of (1) company contributions under our Retirement Savings Plan (401(k) Plan); (2) company credits to our

Supplemental Retirement Savings Plan; (3) matching charitable contributions under our matching charitable gifts

program; and (4) relocation benefits provided to our new Chief Financial Officer.

Name

Company

Contributions

to

Retirement

Savings

(401(k)) Plan

Company

Credits to

Supplemental

Retirement

Savings

Plan

Charitable

Award

Programs

Relocation

Benefits

Michael Williams .................. $ 7,350 — $3,950 —

Susan McFarland .................. 19,600 $ 3,477 — $71,314

David Hisey ...................... 12,250 — 5,000 —

David Benson ..................... 12,250 — 3,250 —

Terence Edwards .................. 19,600 60,400 — —

Timothy Mayopoulos ............... 19,600 60,400 — —

In accordance with SEC rules, amounts shown under “All Other Compensation” for 2011 do not include perquisites or

personal benefits for a named executive that, in the aggregate, amount to less than $10,000.

The amount shown in the “Relocation Benefits” column for Ms. McFarland consists of relocation benefits provided to

her in 2011, which include costs associated with finding and purchasing a new home and temporary living expenses such

as housing expenses and other incidental living expenses. These benefits were provided to Ms. McFarland as part of a

relocation benefit of up to $100,000 that we agreed to provide to her in connection with her hire in July 2011. This

benefit expires in July 2012 in accordance with its terms. We calculated the incremental cost of providing

Ms. McFarland’s relocation benefits based on actual cost (that is, the total amount of expenses incurred by us in

providing the benefits), excluding $122 in fees and interest paid to the relocation benefit administrator.

Amounts shown in the “Charitable Award Programs” column reflect gifts we made under our matching charitable gifts

program, under which gifts made by our employees and directors to Section 501(c)(3) charities are matched, up to an

aggregate total of $5,000 in any calendar year.

(9) Ms. McFarland joined Fannie Mae as our Chief Financial Officer on July 11, 2011. Her annual base salary rate is

$600,000. In addition to base salary, a long-term incentive award and deferred salary, Ms. McFarland was awarded a

- 27 -
$1.7 million sign-on award in 2011, which is to be paid as follows: $900,000 in July 2011, $600,000 in the first quarter

of 2012, and $200,000 in July 2012. Each of these payments is subject to repayment if Ms. McFarland leaves Fannie

Mae within one year after the payment. Amounts shown for 2011 in the “Bonus” column for Ms. McFarland consist of

the first installment of her sign-on award ($900,000). Amounts shown for 2011 in the “Non-Equity Incentive Plan

Compensation” column for Ms. McFarland consist of: (1) the first installment of her 2011 long-term incentive award,

which was prorated based on her hire date ($218,906); and (2) the performance-based portion of her 2011 deferred

salary, which was not prorated ($651,667). Because she joined the company in 2011, Ms. McFarland did not receive a

2010 long-term incentive award.

(10) Mr. Hisey left the company in February 2012. Pursuant to his termination agreement with the company, he will receive

all of his 2011 deferred salary on the same payment dates as other deferred salary recipients. See “Potential Payments

Upon Termination or Change-in-Control—Termination Agreement with our Former Deputy Chief Financial Officer” for

a description of this termination agreement.

Grants of Plan-Based Awards in 2011

The following table shows grants of awards made to the named executives during 2011 under our long-term

incentive plan and deferred salary plan. The terms of these long-term incentive and deferred salary awards are

described above in “Compensation Discussion and Analysis—2011 Executive Compensation Program—

Elements of 2011 Compensation Program.” Deferred salary amounts shown represent only the performancebased portion (50%) of the named executives’ 2011 deferred salary award.

Award

Type(1)

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards(2)

Name

Threshold

($)

Target

($)

Maximum

($)

Michael Williams . . . . . . . . . . . . . . . . . . . . . . . . LTI — 2,000,000 —

DS — 1,550,000 —

Susan McFarland(3) . . . . . . . . . . . . . . . . . . . . . . . LTI — 508,493 —

DS — 766,667 —

David Hisey(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . LTI — 730,000 —

DS — 522,500 —

David Benson . . . . . . . . . . . . . . . . . . . . . . . . . . . LTI — 930,333 —

DS — 684,834 —

Terence Edwards . . . . . . . . . . . . . . . . . . . . . . . . LTI — 930,333 —

DS — 684,834 —

Timothy Mayopoulos . . . . . . . . . . . . . . . . . . . . . LTI — 980,333 —

DS — 734,834 —

(1) LTI indicates an award under our long-term incentive plan. DS indicates the corporate performance-based portion

(50%) of the named executives’ 2011 deferred salary award.

(2) For awards under our long-term incentive plan, the amounts shown are the target amounts of the named executives’ 2011

long-term incentive awards established by our Board in 2011. The actual amount of the first installment (50%) of each

named executive’s 2011 long-term incentive award was determined in 2012 based on 2011 performance against

pre-established corporate goals and individual performance. The second installment (50%) of each named executive’s

2011 long-term incentive award will be determined in 2013 based on performance in 2011 and 2012 against

pre-established corporate goals and individual performance. No amounts are shown in the “Threshold” and “Maximum”

columns because our long-term incentive plan does not specify threshold or maximum payout amounts. Our Board has

the discretion to pay awards in amounts below or above these target amounts, subject to the approval of FHFA; however,

the sum of the individual long-term incentive awards to all executive officers cannot exceed the overall amount of the

long-term incentive pool for our executive officers. The actual amounts of the first installment of the 2011 long-term

incentive award awarded by the Board and approved by FHFA for 2011 performance are included in the “Non-Equity

Incentive Plan Compensation” column of the “Summary Compensation Table for 2011, 2010 and 2009” and explained in

footnote 6 to that table. The first installment of the long-term incentive award was paid to the named executives in

February 2012. The second installment of the long-term incentive award will be determined and paid in the first quarter

of 2013.

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For deferred salary awards, the amounts shown are the target amounts of the performance-based portion (50%) of the

named executives’ 2011 deferred salary award. The actual amount of the performance-based portion of 2011 deferred

salary was determined in 2012 based on 2011 performance against pre-established corporate goals. No amounts are

shown in the “Threshold” and “Maximum” columns because our deferred salary plan does not specify threshold or

maximum payout amounts. Our Board has the discretion to pay awards in amounts below or above these target amounts,

subject to the approval of FHFA. The actual amounts of the performance-based portion of 2011 deferred salary awarded

by the Board and approved by FHFA for 2011 performance are included in the “Non-Equity Incentive Plan

Compensation” column of the “Summary Compensation Table for 2011, 2010 and 2009 and explained in footnote 4 to

that table. The performance-based portion of 2011 deferred salary will be paid to the named executives in four equal

quarterly installments in March, June, September and December 2012.

(3) Ms. McFarland joined the company in July 2011. Her 2011 long-term incentive award was prorated based on her hire

date; the amount shown in this table reflects the prorated amount. Her 2011 deferred salary was not prorated. See

“Compensation Discussion and Analysis—Determination of 2011 Compensation—Compensation Arrangements with

our Chief Financial Officer” for further information.

(4) Mr. Hisey left the company in February 2012. Pursuant to his termination agreement with the company, he will receive

all of his 2011 deferred salary on the same payment dates as other deferred salary recipients. See “Potential Payments

Upon Termination or Change-in-Control—Termination Agreement with our Former Deputy Chief Financial Officer” for

a description of this termination agreement.

Outstanding Equity Awards at 2011 Fiscal Year-End

The following table shows outstanding stock option awards and unvested restricted stock held by the named

executives as of December 31, 2011. The market value of stock awards shown in the table below is based on a

per share price of $0.2012, which was the closing market price of our common stock on December 30, 2011. As

of December 30, 2011, the exercise prices of all of the outstanding options referenced in the table below were

substantially higher than the market price of our common stock.

Option Awards(2) Stock Awards(2)

Name

Award

Type(1)

Grant

Date

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Option

Exercise

Price ($)

Option

Expiration

Date

Number

of Shares

or Units

of

Stock That

Have Not

Vested (#)

Market Value of

Shares or

Units of

Stock That

Have Not

Vested ($)

Michael Williams ................ O 1/21/2003 63,836 69.43 1/21/2013

O 1/23/2004 73,880 78.32 1/23/2014

RS 1/28/2008 37,189 7,482

Susan McFarland . . . . . . . . . . . . . . . . N/A

David Hisey .................... O 1/3/2005 10,000 71.31 1/3/2015

RS 1/28/2008 7,311 1,471

David Benson ................... O 6/3/2002 12,000 79.33 6/3/2012

O 6/3/2002 20,080(3) 79.33 6/3/2012

O 1/21/2003 9,624 69.43 1/21/2013

O 1/23/2004 12,223 78.32 1/23/2014

RS 1/28/2008 5,986 1,204

Terence Edwards . . . . . . . . . . . . . . . . N/A

Timothy Mayopoulos . . . . . . . . . . . . . N/A

(1) O indicates stock options and RS indicates restricted stock.

(2) Except as otherwise indicated, all awards of options and restricted stock listed in this table vested in four equal annual

installments beginning on the first anniversary of the date of grant. Amounts reported in this table for restricted stock

represent only the unvested portion of awards. Amounts reported in this table for options represent only the unexercised

portions of awards.

- 29 -
(3) This option award had special vesting provisions: 3,860 options vested immediately upon grant, 9,080 vested on

August 31, 2002, 4,370 vested on January 31, 2003, 1,610 vested on January 31, 2004 and 1,160 vested on January 31,

2005.

Option Exercises and Stock Vested in 2011

The following table shows information regarding vesting of restricted stock held by the named executives during

2011. We have calculated the value realized on vesting by multiplying the number of shares of stock by the fair

market value (based on the average of the high and low prices) of our common stock on the vesting date. We

have provided no information regarding stock option exercises because no named executives exercised stock

options during 2011.

Stock Awards

Name

Number of Shares

Acquired on Vesting (#)

Value Realized on

Vesting ($)

Michael Williams ................................................ 60,345 31,617

Susan McFarland ................................................ — —

David Hisey .................................................... 11,333 5,931

David Benson ................................................... 8,968 4,688

Terence Edwards ................................................ — —

Timothy Mayopoulos ............................................. — —

Pension Benefits

Retirement Savings Plan

The Retirement Savings Plan is a defined contribution plan that includes a 401(k) before-tax feature, a regular

after-tax feature and a Roth after-tax feature. Under the plan, eligible employees may allocate investment

balances to a variety of investment options. Subject to IRS limits for 401(k) plans, we match in cash employee

contributions up to 3% of base salary for employees who are grandfathered participants in our Retirement Plan

and up to 6% of base salary and eligible incentive compensation (which for the applicable named executives

includes deferred salary under our executive compensation program in place for 2009 through 2011) for

employees who are not grandfathered participants in our Retirement Plan. All non-grandfathered employees are

100% vested in our matching contributions. Grandfathered employees receive benefits under the 3% of base

salary matching program and are fully vested in our matching contributions after five years of service.

Messrs. Williams, Hisey and Benson are grandfathered employees under our Retirement Plan and therefore

receive benefits under the 3% matching program, while Ms. McFarland and Messrs. Edwards and Mayopoulos

are non-grandfathered employees and therefore receive benefits under the 6% matching program.

All regular employees, with the exception of those who participated in the Executive Pension Plan (which

includes Mr. Williams), receive an additional 2% contribution (based on base salary for grandfathered employees

and on base salary and eligible incentive compensation for non-grandfathered employees) from the company

regardless of employee contributions to this plan. Participants are fully vested in this 2% contribution after three

years of service.

Defined Benefit Pension Plans

Retirement Plan. Participation in the Retirement Plan has been frozen, and employees hired after December 31,

2007 and employees who did not satisfy the age and service requirements to be grandfathered participants under

the Retirement Plan do not earn benefits under the Retirement Plan. Prior to 2007, participation in the Retirement

Plan was generally available to employees. Participants are fully vested in the Retirement Plan when they

complete five years of credited service. Messrs. Williams, Hisey and Benson are the only named executives who

participate in the Retirement Plan.

Under the Retirement Plan, normal retirement benefits are computed on a single life basis using a formula based on

final average annual earnings and years of credited service. For years of service after 1988, the pension formula is:

• 1 1⁄2% multiplied by final average annual earnings, plus

- 30 -
• 1/2% multiplied by final average annual earnings over Social Security-covered compensation multiplied by

years of credited service.

A different formula applies for years of service after 35 years. Final average annual earnings are average annual

earnings in the participant’s highest paid 36 consecutive calendar months during the participant’s last 120

calendar months of employment. Earnings are base salary. Provisions of the Internal Revenue Code of 1986, as

amended, limit the amount of annual compensation that may be used for calculating pension benefits and the

annual benefit that may be paid. For 2011, the statutory compensation and benefit caps were $245,000 and

$195,000, respectively. Early retirement under the Retirement Plan is generally available at age 55. For

employees who retire before age 65, benefits are reduced by stated percentages for each year that they are

younger than 65.

Supplemental Pension Plan and 2003 Supplemental Pension Plan. The purpose of the Supplemental Pension

Plan is to provide supplemental retirement benefits to employees whose base salary exceeds the statutory

compensation cap applicable to the Retirement Plan or whose benefit under the Retirement Plan is limited by the

statutory benefit cap applicable to the Retirement Plan. The purpose of the Supplemental Pension Plan of 2003

(the “2003 Supplemental Pension Plan”) is to provide additional benefits based on eligible incentive

compensation not taken into account under the Retirement Plan or the Supplemental Pension Plan. For executive

officers, eligible incentive compensation includes Annual Incentive Plan bonuses, and awards under the 2008

Retention Program. Eligible incentive compensation for executive officers also includes deferred salary awards

under our executive compensation program in place for 2009 through 2011. For purposes of determining benefits

under the 2003 Supplemental Pension Plan, the amount of an officer’s eligible incentive compensation taken into

account is limited in the aggregate to 50% of the officer’s base salary. Benefits under these plans vest at the same

time as benefits under the Retirement Plan, and benefits under these plans typically commence at the later of

age 55 or separation from service. Messrs. Williams, Hisey and Benson are the only named executives who

participate in the Supplemental Pension Plan and the 2003 Supplemental Pension Plan.

In general, officers who are eligible to participate in the Executive Pension Plan receive the greater of their

Executive Pension Plan benefits or combined Supplemental Pension Plan and 2003 Supplemental Pension Plan

benefits. However, for 2010 and 2011, Mr. Williams accrued benefits under the Supplemental Pension Plan and

the 2003 Supplemental Pension Plan that will not be offset by his Executive Pension Plan benefit. In light of its

decision to freeze Mr. Williams’ benefit under the Executive Pension Plan, the Board adopted this change for

2010 and 2011, with the approval of FHFA, to provide Mr. Williams a pension benefit for 2010 and 2011.

Executive Pension Plan. The Executive Pension Plan was designed to supplement the benefits payable under

our tax-qualified defined benefit retirement plan (the Federal National Mortgage Association Retirement Plan for

Employees Not Covered Under Civil Service Retirement Law or “Retirement Plan”). Mr. Williams is the only

named executive with a benefit under the Executive Pension Plan, and his benefit under the plan was frozen as of

December 31, 2009. Because the Executive Pension Plan is frozen, Mr. Williams’ compensation, years of service

and Retirement Plan benefits earned for years after 2009 are not taken into account in determining his benefit

under the Executive Pension Plan.

Executive Pension Plan benefits vested after ten years of participation in the plan, and Mr. Williams was 90%

vested at the time the plan was frozen. Mr. Williams’ maximum annual pension benefit under the Executive

Pension Plan, based on his status as 90% vested and a pension goal formula of 40%, is 36% of his average annual

covered compensation earned for the years 2007, 2008 and 2009. Covered compensation is Mr. Williams’

average annual base salary, including deferred compensation, plus eligible incentive compensation. For this

purpose, eligible incentive compensation is limited in the aggregate to 50% of Mr. Williams’ base salary, and

consists of Annual Incentive Plan cash bonuses and 2008 Retention Program awards. His payments under the

Executive Pension Plan are reduced by his Retirement Plan benefit determined as of December 31, 2009.

Early retirement is available under the plan at age 55, with a reduction in the plan benefit of 2% for each year

between the year in which benefit payments begin and the year in which the participant turns 60. The benefit

payment for Mr. Williams is a monthly amount equal to 1/12th of his annual retirement benefit payable during

- 31 -
the lives of Mr. Williams and his surviving spouse. If he dies before receiving benefits under the Executive

Pension Plan, his surviving spouse will be entitled to a death benefit that begins when Mr. Williams would have

reached age 55, based on his pension benefit at the date of death.

The table below shows the years of credited service and the present value of accumulated benefits for each

named executive under our defined benefit pension plans as of December 31, 2011.

Pension Benefits for 2011

Name Plan Name

Number of

Years

Credited

Service (#)(1)

Present Value of

Accumulated

Benefit ($)(2)

Michael Williams ............................... Retirement Plan 21 644,087

Supplemental Pension Plan(3) 21 536,623

2003 Supplemental Pension Plan(3) 21 317,590

Executive Pension Plan 9 3,874,631

Susan McFarland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

David Hisey .................................... Retirement Plan 7 195,604

Supplemental Pension Plan 7 158,893

2003 Supplemental Pension Plan 7 169,429

David Benson .................................. Retirement Plan 10 271,283

Supplemental Pension Plan 10 311,674

2003 Supplemental Pension Plan 10 305,562

Terence Edwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

Timothy Mayopoulos . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

(1) Mr. Williams has fewer years of credited service under the Executive Pension Plan than under the Retirement Plan

because he worked at Fannie Mae prior to becoming a participant in the Executive Pension Plan. In addition, because

benefit accruals under the Executive Pension Plan for years after 2009 were frozen, Mr. Williams’ credited service under

the Executive Pension Plan was frozen in 2009 at 9 years.

(2) The present value for the Executive Pension Plan assumes that Mr. Williams will remain in service until age 60, the

normal retirement age under the Executive Pension Plan. The present value for the Retirement Plan, Supplemental

Pension Plan and 2003 Supplemental Pension Plan assumes that the named executives will remain in service until

age 65, the normal retirement age under those plans. The values also assume that benefits under the Executive Pension

Plan will be paid in the form of a monthly annuity for Mr. Williams’ life and that of Mr. Williams’ surviving spouse, and

benefits under the Retirement Plan will be paid in the form of a single life monthly annuity for Mr. Williams’ life. The

postretirement mortality assumption is based on the IRS prescribed mortality table for 2011 funding purposes. Under the

terms of the 2003 Supplemental Pension Plan, the deferred salary award for 2011 has been taken into account for the

purpose of determining present value as of December 31, 2011. For additional information regarding the calculation of

present value and the assumptions underlying these amounts, see “Note 13, Employee Retirement Benefits” in the

Original Filing.

In January 2012, Mr. Williams notified the company that he will step down from his position as President and Chief

Executive Officer and as a member of the Board of Directors when a new President and Chief Executive Officer is

appointed. If Mr. Williams leaves the company prior to reaching the normal retirement age for the Executive Pension

Plan, Supplemental Pension Plan, 2003 Supplemental Pension Plan and Retirement Plan, the present value of his

accumulated benefits under these plans as of December 31, 2011 will be different than the values shown in this table.

Mr. Hisey left the company in February 2012, which was prior to reaching the normal retirement age for the

Supplemental Pension Plan, 2003 Supplemental Pension Plan and Retirement Plan. Accordingly, the present value of his

accumulated benefits under these plans as of December 31, 2011 will be different than the values shown in this table.

(3) The present value of accumulated benefit for Mr. Williams for the Supplemental Pension Plan and 2003 Supplemental

Pension Plan shown in this table reflects only the amounts accrued under these plans in 2010 and 2011. Although

Mr. Williams has 21 years of credited service under the Supplemental Pension Plan and 2003 Supplemental Pension

Plan, as of December 31, 2011, his benefit for years prior to 2010 under these plans is offset by the benefit that he would

receive upon his retirement under the Executive Pension Plan.

- 32 -
Nonqualified Deferred Compensation

Our Supplemental Retirement Savings Plan is an unfunded, non-tax-qualified defined contribution plan for

non-grandfathered employees. The Supplemental Retirement Savings Plan is intended to supplement our

Retirement Savings Plan, or 401(k) plan, by providing benefits to participants whose annual eligible earnings

exceed the IRS annual limit on eligible compensation for 401(k) plans (for 2011, the limit was $245,000).

Ms. McFarland and Messrs. Edwards and Mayopoulos are the named executives who participated in the

Supplemental Retirement Savings Plan in 2011.

For 2011, we credited 8% of the eligible compensation for Ms. McFarland and Messrs. Edwards and Mayopoulos

that exceeded the IRS annual limit for 2011. Eligible compensation for Ms. McFarland and Messrs. Edwards and

Mayopoulos consists of base salary plus any eligible incentive compensation (which includes deferred salary

under our executive compensation program in place for 2009 through 2011) earned for that year, up to a

combined maximum of two times base salary. The 8% credit consists of two parts: (1) a 2% credit that will vest

after the participant has completed three years of service with us; and (2) a 6% credit that is immediately vested.

While the Supplemental Retirement Savings Plan is not funded, amounts credited on behalf of a participant under

the Supplemental Retirement Savings Plan are deemed to be invested in mutual fund investments similar to the

investments offered under our 401(k) plan. Participants may change their investment elections on a daily basis.

Amounts deferred under the Supplemental Retirement Savings Plan are payable to participants in the January or

July following separation from service with us, subject to a six month delay in payment for the 50 most highlycompensated officers. Participants may not withdraw amounts from the Supplemental Retirement Savings Plan

while they are employed by us.

The table below provides information on the nonqualified deferred compensation of the named executives for 2011.

Nonqualified Deferred Compensation for 2011

Name

Executive

Contributions

in Last

Fiscal Year ($)

Company

Contributions in

Last Fiscal Year

($)(1)

Aggregate

Earnings in

Last Fiscal

Year ($)(2)

Aggregate

Withdrawals/

Distributions ($)

Aggregate

Balance at

Last Fiscal

Year-End ($)(3)

Michael Williams

2001 Special Stock Award(4) ........ — — (136) — 276

Susan McFarland

Supplemental Retirement Savings Plan — 3,477 33 — 3,510

David Hisey ....................... — — — — —

David Benson ...................... — — —— —

Terence Edwards

Supplemental Retirement Savings Plan — 60,400 (1,941) — 90,207

Timothy Mayopoulos

Supplemental Retirement Savings Plan — 60,400 (3,838) — 121,271

(1) All amounts reported in this column for Ms. McFarland and Messrs. Edwards and Mayopoulos as company contributions

in the last fiscal year pursuant to the Supplemental Retirement Savings Plan are also reported as 2011 compensation in

the “All Other Compensation” column of the “Summary Compensation Table for 2011, 2010 and 2009.”

(2) None of the earnings reported in this column are reported as 2011 compensation in the “Summary Compensation Table

for 2011, 2010 and 2009” because the earnings are neither above-market nor preferential.

(3) Amounts reported in this column for Mr. Edwards include company contributions in 2010 to the Supplemental

Retirement Savings Plan of $30,339 that are also reported as 2010 compensation in the “All Other Compensation”

column of the “Summary Compensation Table for 2011, 2010 and 2009.”

Amounts reported in this column for Mr. Mayopoulos include company contributions in 2010 and 2009 to the

Supplemental Retirement Savings Plan of $48,708 and $8,708, respectively, that are also reported as 2010 and 2009

compensation, respectively, in the “All Other Compensation” column of the “Summary Compensation Table for 2011,

2010 and 2009.”

- 33 -
(4) The Board previously approved a special stock award to officers for 2001 performance. On January 15, 2002,

Mr. Williams deferred until retirement 1,142 shares he received in connection with this award. Aggregate earnings on

these shares reflect changes in stock price. Mr. Williams’ number of shares grew through the reinvestment of dividends

prior to 2009 to 1,373 shares as of December 31, 2011. Fannie Mae has not paid dividends on common stock since 2008.

Potential Payments upon Termination or Change-in-Control

The information below describes and quantifies certain compensation and benefits that may have become

payable to each of our named executives under our existing plans and arrangements if our named executive’s

employment had terminated on December 31, 2011, taking into account the named executive’s compensation and

service levels as of that date and based on a per share price of $0.2012, which was the closing price of our

common stock on December 30, 2011. The discussion below does not reflect retirement or deferred

compensation benefits to which our named executives may be entitled, as these benefits are described above

under “Pension Benefits” and “Nonqualified Deferred Compensation.” The information below also does not

generally reflect compensation and benefits available to all salaried employees upon termination of employment

with us under similar circumstances. We are not obligated to provide any additional compensation to our named

executives in connection with a change-in-control.

As described above under “Compensation Discussion and Analysis—2012 Executive Compensation Program,”

FHFA has instituted a new executive compensation program effective for 2012 named executive compensation

that has different provisions for payments on termination of employment than what are described below under

“Potential Payments to Named Executives.”

FHFA Must Approve Any Termination Benefits We Provide Named Executives

FHFA, as our regulator, must approve any termination benefits we offer our named executives. Moreover, as our

conservator, FHFA has directed that our Board consult with and obtain FHFA’s consent before taking any action

involving termination benefits for any officer at the executive vice president level and above and other specified

executives. In addition, as described below under “Potential Payments to Named Executives,” any determination

by the Board to pay termination benefits to a named executive is subject to the approval of FHFA in consultation

with Treasury.

Potential Payments to Named Executives

We have not entered into agreements with any of our named executives that would entitle the executive to

severance benefits, other than the termination agreement with Mr. Hisey described below under “Termination

Agreement with our Former Deputy Chief Financial Officer.” Below we discuss various elements of

compensation that may become payable in the event a named executive dies or retires, or that may be paid in the

event his or her employment is terminated by Fannie Mae. We then quantify the amounts that might have been

paid to our named executives in these circumstances, in each case as of December 31, 2011.

• Deferred Salary and Long-Term Incentive Awards. In general, an executive officer, including our named

executives, must continue to be employed to receive payments of deferred salary or the long-term incentive

award, and will forfeit any unpaid amounts upon termination of his or her employment. Exceptions to this

general rule apply in the case of an executive officer’s death or retirement, and may apply in the event an

executive officer’s employment is terminated by Fannie Mae other than for cause, as follows:

• Death. In the event an executive officer’s employment is terminated due to his or her death, his or her

estate will receive the remaining installment payments of deferred salary for the prior year, as well as a

pro rata portion of deferred salary for the current year, based on time worked during the year. In addition,

his or her estate will receive any remaining installment payment of a long-term incentive award for a

completed performance year and a pro rata portion of a long-term incentive award for the current

performance year, based on time worked during the year; provided that the executive officer was

employed at least one complete calendar quarter during the current performance year.

• Retirement. If an executive officer retires from Fannie Mae at or after age 65 with at least 5 years of

service, he or she will receive the remaining installment payments of deferred salary for the prior year. In

addition, he or she will receive any remaining installment payment of a long-term incentive award for a

completed performance year.

- 34 -
• Termination by Fannie Mae. If Fannie Mae terminates an executive officer’s employment other than for

cause, the Board of Directors may determine, subject to the approval of FHFA in consultation with

Treasury, that he or she may receive certain unpaid deferred salary or long-term incentive awards. The

determination to pay amounts of unpaid deferred salary or long-term incentive awards is in the discretion

of the Board of Directors and FHFA; except for Mr. Hisey, the named executives do not have any

contractual right or right under the terms of the deferred salary plan or the long-term incentive plan to

receive any unpaid deferred salary or long-term incentive awards in the event of a termination by Fannie

Mae. FHFA has advised us that, to the extent that it approves the payment of termination pay to an

executive officer at the executive vice president level or above, the maximum amount that it would

approve would be limited to up to $1,000,000 of the executive’s earned but unpaid deferred salary. As

described in more detail under “Termination Agreement with our Former Deputy Chief Financial Officer”

below, we entered into a termination agreement with Mr. Hisey in February 2012, pursuant to which he is

entitled to receive his unpaid 2011 deferred salary.

In each case, for any portion of a long-term incentive award or any performance-based portion of a deferred

salary award that has not been finally determined, the award will be adjusted based on performance relative

to the applicable performance goals and, in the case of a termination by Fannie Mae, cannot exceed 100% of

the target award. In addition, installment payments of the awards will be made on the original payment

schedule, rather than being provided in a lump sum. In the case of a termination by Fannie Mae, an

executive officer must agree to the terms of a standard termination agreement with the company in order to

receive these post-termination of employment payments. More information about deferred salary and the

long-term incentive awards is provided above in “Compensation Discussion and Analysis—2011 Executive

Compensation Program—Elements of 2011 Compensation Program.”

• Stock Compensation Plans. Under the Fannie Mae Stock Compensation Plan of 2003, stock options,

restricted stock and restricted stock units held by our employees, including our named executives, fully vest

upon the employee’s death, total disability or retirement. Under both the Fannie Mae Stock Compensation

Plan of 2003 and the Fannie Mae Stock Compensation Plan of 1993, upon the occurrence of these events, or

if an option holder leaves our employment after age 55 with at least 5 years of service, the option holder, or

the holder’s estate in the case of death, can exercise any stock options until the initial expiration date of the

stock option, which is generally 10 years after the date of grant. For these purposes, “retirement” generally

means that the executive retires at or after age 60 with 5 years of service or age 65 (with no service

requirement).

• Retiree Medical Benefits. We currently make certain retiree medical benefits available to our full-time

employees who retire and meet certain age and service requirements.

Potential Payments Upon Death

The table below shows the amounts that would have become payable if a named executive’s employment had

terminated on December 31, 2011 as a result of his or her death. The table below does not show any amounts that

would have become payable if a named executive had retired on December 31, 2011 since as of that date none of the

named executives had reached the minimum age required to receive any of these amounts upon his or her retirement.

Potential Payments Upon Death as of December 31, 2011(1)

Name

Restricted

Stock(2)

2011

Deferred Salary(3)

2010

Long-Term

Incentive

Award(4)

2011

Long-Term

Incentive

Award(5) Total

Michael Williams ............. $7,482 $2,867,500 $777,000 $714,000 $4,365,982

Susan McFarland ............. — 1,418,333 — 218,906 1,637,239

David Hisey ................. 1,471 966,625 268,275 229,950 1,466,321

David Benson ................ 1,204 1,266,942 410,277 410,276 2,088,699

Terence Edwards ............. — 1,266,942 415,162 439,582 2,121,686

Timothy Mayopoulos .......... — 1,359,442 468,355 483,794 2,311,591

- 35 -
(1) The named executives would also have received the applicable amounts shown in the “Restricted Stock” column of this

table in the event of their total disability, but not the amounts shown under any other column.

(2) These values are based on a per share price of $0.2012, which was the closing price of our common stock on

December 30, 2011.

(3) Assumes that each named executive would have received the 2011 deferred salary awarded to him or her, which is

payable in March, June, September and December 2012. Each named executive was awarded 92.5% of his or her target

2011 deferred salary (50% of deferred salary was based on corporate performance, which the Compensation Committee

determined would be paid at 85% of target, and the remaining 50% of deferred salary was service based).

(4) Assumes that each named executive, other than Ms. McFarland, would have received the second installment of his or her

2010 long-term incentive award, which was determined and paid in February 2012. Ms. McFarland joined the company

in 2011 and therefore did not receive a 2010 long-term incentive award.

(5) Assumes that each named executive would have received the first installment of his or her 2011 long-term incentive

award, which was determined and paid in February 2012. The named executives would not have received the second

installment of the 2011 long-term incentive award in the event of their death on December 31, 2011, because that

installment will be determined in the first quarter of 2013 based on corporate and individual performance for both 2011

and 2012.

Potential Payments Upon Termination Other Than For Cause

The table below shows the estimated maximum amounts that could have become payable to the named executive

if his or her employment was terminated other than for cause on December 31, 2011. Except for Mr. Hisey, the

named executives do not have any contractual right or right under the terms of the deferred salary plan or the

long-term incentive plan to receive any unpaid deferred salary or long-term incentive awards in the event of a

termination by Fannie Mae. Any amounts paid to the named executives if they are terminated other than for

cause will be determined on a case-by-case basis in the discretion of our Board of Directors and also subject to

the approval of FHFA in consultation with Treasury. We therefore cannot make a reasonable estimate of the

amounts that would become payable in such cases. However, FHFA has advised us that, to the extent that it

approves the payment of termination pay to an executive officer at the executive vice president level or above,

the maximum amount that it would approve would be limited to up to $1,000,000 of the executive’s earned but

unpaid deferred salary. As described in more detail under “Termination Agreement with our Former Deputy

Chief Financial Officer” below, we entered into a termination agreement with Mr. Hisey in February 2012,

pursuant to which he is entitled to receive his unpaid 2011 deferred salary.

- 36 -
Maximum Potential Payments Upon Termination Other Than For Cause as of December 31, 2011

Name

2011

Deferred Salary(1)

Michael Williams ..................................................... $1,000,000

Susan McFarland ..................................................... 1,000,000

David Hisey ......................................................... 966,625

David Benson ........................................................ 1,000,000

Terence Edwards ...................................................... 1,000,000

Timothy Mayopoulos .................................................. 1,000,000

(1) Assumes that each named executive would have received up to $1,000,000 of the 2011 deferred salary awarded to him or

her, which is payable in March, June, September and December 2012. The actual amount of unpaid deferred salary a

named executive would receive in the event his or her employment is terminated would be in the discretion of our Board

of Directors and also subject to the approval of FHFA in consultation with Treasury, and could range from 0% to 100%

of the amount shown in this column.

Termination Agreement with our Former Deputy Chief Financial Officer

Mr. Hisey left the company in February 2012. We entered into a termination agreement with Mr. Hisey in

February 2012, the terms of which were approved by FHFA. The agreement provides that Mr. Hisey will receive

all of his corporate performance-adjusted 2011 deferred salary ($966,625), in four installments, on the same

payment dates as other deferred salary recipients, and that he may elect to receive outplacement services and a

subsidy for up to 18 months of medical and dental premiums if he elects COBRA continuation coverage. He will

not receive the second installment of his 2011 long-term incentive award.

The termination agreement provides that Mr. Hisey may not solicit or accept employment with or act in any way,

directly or indirectly, to solicit or obtain employment or work for Freddie Mac for a period of 12 months

following termination. Under the termination agreement, Mr. Hisey agreed to a general release of the company

from all claims relating to his employment with or termination from the company.

Director Compensation

Our non-management directors receive cash compensation pursuant to a program authorized by FHFA in

November 2008. This compensation for the directors is designed to be reasonable, appropriate and commensurate

with the duties and responsibilities of their Board service.

The total 2011 compensation for our non-management directors is shown in the table below. Mr. Williams, our

only director who also served as an employee of Fannie Mae during 2011, was not entitled to receive any of the

benefits provided to our non-management directors other than those provided under the matching charitable gifts

program, which is available to all of our employees.

- 37 -
2011 Non-Employee Director Compensation Table

Name

Fees Earned

or Paid

in Cash

($)

All Other

Compensation

($)(1)

Total

($)

Dennis R. Beresford ................................................... 185,000 — 185,000

William Thomas Forrester .............................................. 170,000 — 170,000

Brenda J. Gaines ...................................................... 180,000 — 180,000

Charlynn Goins ....................................................... 170,000 — 170,000

Frederick B. “Bart” Harvey III ........................................... 168,694 — 168,694

Robert H. Herz(2) ..................................................... 92,556 — 92,556

Philip A. Laskawy .................................................... 290,000 — 290,000

Egbert L. J. Perry ..................................................... 160,000 — 160,000

Jonathan Plutzik ...................................................... 160,000 — 160,000

David H. Sidwell ..................................................... 173,750 — 173,750

(1) “All Other Compensation” consists only of gifts we made or will make under our matching charitable gifts program.

None of our non-employee directors participated in this program in 2011. Our matching charitable gifts program is

discussed in greater detail following this table.

(2) Mr. Herz has been a Fannie Mae director since June 2011.

Compensation Arrangements for our Non-Management Directors

Our non-management directors receive a retainer at an annual rate of $160,000, with no meeting fees. Committee

chairs and Audit Committee members receive an additional retainer at an annual rate of $25,000 for the Audit

Committee chair, $15,000 for the Risk Policy and Capital Committee chair and $10,000 for all other committee

chairs and each member of the Audit Committee. In recognition of the substantial amount of time and effort

necessary to fulfill the duties of non-executive Chairman of the Board, the annual retainer for our non-executive

Chairman, Mr. Laskawy, is $290,000. Our directors receive no equity compensation.

Additional Arrangements with our Non-Management Directors

Matching Charitable Gifts Program. To further our support for charitable giving, non-employee directors are

able to participate in our corporate matching gifts program on the same terms as our employees. Under this

program, gifts made by employees and directors to Section 501(c)(3) charities are matched, up to an aggregate

total of $5,000 in any calendar year. None of our non-employee directors participated in this program in 2011.

Stock Ownership Guidelines for Directors. In January 2009, our Board eliminated our stock ownership

requirements for directors and for senior officers in light of the difficulty of meeting the requirements at current

market prices and because we have ceased paying stock-based compensation.

Other Expenses. We also pay for or reimburse directors for out-of-pocket expenses incurred in connection with

their service on the Board, including travel to and from our meetings, accommodations, meals and training.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report

1. Consolidated Financial Statements

The consolidated financial statements required to be filed in our annual report on Form 10-K are included on

pages F-1 to F-134 of our Original Filing filed on February 29, 2012.

2. Financial Statement Schedules

None.

3. Exhibits

An index to exhibits has been filed as part of this report beginning on page E-1 and is incorporated herein by reference.

- 38-
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Federal National Mortgage Association

/s/ Michael J. Williams

Michael J. Williams

President and Chief Executive Officer

Date: March 9, 2012

- 39 -
INDEX TO EXHIBITS

Item Description

3.1 Fannie Mae Charter Act (12 U.S.C. § 1716 et seq.) as amended through July 30, 2008 (Incorporated by

reference to Exhibit 3.1 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31,

2010, filed February 24, 2011)

3.2 Fannie Mae Bylaws, as amended through January 30, 2009 (Incorporated by reference to Exhibit 3.2 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 26,

2009.)

4.1 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series D (Incorporated by reference

to Exhibit 4.1 to Fannie Mae’s registration statement on Form 10, filed March 31, 2003.)

4.2 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series E (Incorporated by reference

to Exhibit 4.2 to Fannie Mae’s registration statement on Form 10, filed March 31, 2003.)

4.3 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series F (Incorporated by reference

to Exhibit 4.3 to Fannie Mae’s registration statement on Form 10, filed March 31, 2003.)

4.4 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series G (Incorporated by reference

to Exhibit 4.4 to Fannie Mae’s registration statement on Form 10, filed March 31, 2003.)

4.5 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series H (Incorporated by reference

to Exhibit 4.5 to Fannie Mae’s registration statement on Form 10, filed March 31, 2003.)

4.6 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series I (Incorporated by reference

to Exhibit 4.6 to Fannie Mae’s registration statement on Form 10, filed March 31, 2003.)

4.7 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series L (Incorporated by reference

to Exhibit 4.7 to Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008.)

4.8 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series M (Incorporated by

reference to Exhibit 4.8 to Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008.)

4.9 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series N (Incorporated by reference

to Exhibit 4.9 to Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008.)

4.10 Certificate of Designation of Terms of Fannie Mae Non-Cumulative Convertible Preferred Stock,

Series 2004-1(Incorporated by reference to Exhibit 4.10 to Fannie Mae’s Annual Report on Form 10-K

for the year ended December 31, 2009, filed February 26, 2010.)

4.11 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series O (Incorporated by reference

to Exhibit 4.11 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2009,

filed February 26, 2010.)

4.12 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series P (Incorporated by reference

to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K, filed September 28, 2007.)

4.13 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series Q (Incorporated by reference

to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K, filed October 5, 2007.)

4.14 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series R (Incorporated by reference

to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K, filed November 21, 2007.)

4.15 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series S (Incorporated by reference

to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K, filed December 11, 2007.)

E-1
Item Description

4.16 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series T (Incorporated by reference

to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K, filed May 19, 2008.)

4.17 Certificate of Designation of Terms of Variable Liquidation Preference Senior Preferred Stock,

Series 2008-2 (Incorporated by reference to Exhibit 4.2 to Fannie Mae’s Current Report on Form 8-K,

filed September 11, 2008.)

4.18 Warrant to Purchase Common Stock, dated September 7, 2008 (Incorporated by reference to Exhibit 4.3

to Fannie Mae’s Current Report on Form 8-K, filed September 11, 2008.)

4.19 Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of September 26, 2008,

between the United States Department of the Treasury and Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator (Incorporated by

reference to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K, filed October 2, 2008.)

4.20 Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of May 6,

2009, between the United States Department of the Treasury and Federal National Mortgage

Association, acting through the Federal Housing Finance Agency as its duly appointed conservator

(Incorporated by reference to Exhibit 4.21 to Fannie Mae’s Quarterly Report on Form 10-Q, filed

May 8, 2009.)

4.21 Second Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of

December 24, 2009, between the United States Department of the Treasury and Federal National

Mortgage Association, acting through the Federal Housing Finance Agency as its duly appointed

conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K,

filed December 30, 2009.)

10.1 Fannie Mae’s Elective Deferred Compensation Plan, as amended effective November 15, 2004†

(Incorporated by reference to Exhibit 10.21 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2007, filed February 27, 2008.)

10.2 Amendment to Fannie Mae Elective Deferred Compensation Plan I, effective October 27, 2008†

(Incorporated by reference to Exhibit 10.7 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2008, filed February 26, 2009.)

10.3 Fannie Mae Elective Deferred Compensation Plan II† (Incorporated by reference to Exhibit 10.7 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2007, filed February 27,

2008.)

10.4 Amendment to Fannie Mae Elective Deferred Compensation Plan II, effective April 29, 2008†

(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Quarterly Report on Form 10-Q, filed

August 8, 2008.)

10.5 Amendment to Fannie Mae Elective Deferred Compensation Plan II, effective October 27, 2008†

(Incorporated by reference to Exhibit 10.10 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2008, filed February 26, 2009.)

10.6 Compensation Repayment Provisions† (Incorporated by reference to Exhibit 99.1 to Fannie Mae’s

Current Report on Form 8-K, filed December 24, 2009.)

10.7 Long-Term Incentive Plan, effective December 16, 2009† (Incorporated by reference to Exhibit 10.9 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2009, filed February 26,

2010.)

10.8 Deferred Pay Plan, effective December 16, 2009† (Incorporated by reference to Exhibit 10.10 to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2009, filed February 26, 2010.)

E-2
Item Description

10.9 Fannie Mae Form of Indemnification Agreement for directors and officers of Fannie Mae

(Incorporated by reference to Exhibit 10.15 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2008, filed February 26, 2009.)

10.10 Federal National Mortgage Association Supplemental Pension Plan, as amended November 20, 2007†

(Incorporated by reference to Exhibit 10.10 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2007, filed February 27, 2008.)

10.11 Amendment to Fannie Mae Supplemental Pension Plan for Internal Revenue Code Section 409A,

effective January 1, 2009† (Incorporated by reference to Exhibit 10.11 to Fannie Mae’s Annual Report

on Form 10-K for the year ended December 31, 2007, filed February 27, 2008.)

10.12 Amendment to Fannie Mae Supplemental Pension Plan, executed December 22, 2008† (Incorporated

by reference to Exhibit 10.18 to Fannie Mae’s Annual Report on Form 10-K for the year ended

December 31, 2008, filed February 26, 2009.)

10.13 Fannie Mae Supplemental Pension Plan of 2003, as amended November 20, 2007† (Incorporated by

reference to Exhibit 10.12 to Fannie Mae’s Annual Report on Form 10-K for the year ended

December 31, 2007, filed February 27, 2008.)

10.14 Amendment to Fannie Mae Supplemental Pension Plan of 2003 for Internal Revenue Code

Section 409A, effective January 1, 2009† (Incorporated by reference to Exhibit 10.13 to Fannie Mae’s

Annual Report on Form 10-K for the year ended December 31, 2007, filed February 27, 2008.)

10.15 Amendment to Fannie Mae Supplemental Pension Plan of 2003 for Internal Revenue Code

Section 409A, adopted December 22, 2008† (Incorporated by reference to Exhibit 10.21 to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 26, 2009.)

10.16 Amendment to Fannie Mae Supplement Pension Plan of 2003, effective May 14, 2010† (Incorporated

by reference to Exhibit 10.1 to Fannie Mae’s Quarterly Report on Form 10-Q, filed August 5, 2010.)

10.17 Executive Pension Plan of the Federal National Mortgage Association as amended and restated†

(Incorporated by reference to Exhibit 10.10 to Fannie Mae’s registration statement on Form 10, filed

March 31, 2003)

10.18 Amendment to the Executive Pension Plan of the Federal National Mortgage Association, as amended

and restated, effective March 1, 2007† (Incorporated by reference to Exhibit 10.20 to Fannie Mae’s

Annual Report on Form 10-K for the year ended December 31, 2005, filed May 2, 2007.)

10.19 Amendment to Fannie Mae Executive Pension Plan, effective November 20, 2007† (Incorporated by

reference to Exhibit 10.16 to Fannie Mae’s Annual Report on Form 10-K for the year ended

December 31, 2007, filed February 27, 2008.)

10.20 Amendment to the Executive Pension Plan of the Federal National Mortgage Association, effective

January 1, 2008† (Incorporated by reference to Exhibit 10.25 to Fannie Mae’s Annual Report on

Form 10-K for the year ended December 31, 2008, filed February 26, 2009.)

10.21 Amendment to the Executive Pension Plan of the Federal National Mortgage Association, effective

December 16, 2009† (Incorporated by reference to Exhibit 10.23 to Fannie Mae’s Annual Report on

Form 10-K for the year ended December 31, 2009, filed February 26, 2010.)

10.22 Amendment to the Executive Pension Plan of the Federal National Mortgage Association, effective

January 1, 2010† (Incorporated by reference to Exhibit 10.22 to Fannie Mae’s Annual Report on Form

10-K for the year ended December 31, 2010, filed February 24, 2011.)

E-3
Item Description

10.23 Fannie Mae Annual Incentive Plan, as amended December 10, 2007† (Incorporated by reference to

Exhibit 10.17 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2007,

filed February 27, 2008.)

10.24 Fannie Mae Stock Compensation Plan of 2003, as amended through December 14, 2007†

(Incorporated by reference to Exhibit 10.18 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2007, filed February 27, 2008.)

10.25 Amendment to Fannie Mae Stock Compensation Plan of 2003, as amended, for Internal Revenue Code

Section 409A, adopted December 22, 2008† (Incorporated by reference to Exhibit 10.28 to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 26, 2009.)

10.26 Fannie Mae Stock Compensation Plan of 1993† (Incorporated by reference to Exhibit 10.26 to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29, 2012.)

10.27 2009 Amendment to Fannie Mae Stock Compensation Plans of 1993 and 2003† (Incorporated by

reference to Exhibit 10.1 to Fannie Mae’s Quarterly Report on Form 10-Q, filed November 5, 2009.)

10.28 Fannie Mae Procedures for Deferral and Diversification of Awards, as amended effective

December 10, 2007† (Incorporated by reference to Exhibit 10.30 to Fannie Mae’s Annual Report on

Form 10-K for the year ended December 31, 2008, filed February 26, 2009.)

10.29 Fannie Mae Supplemental Retirement Savings Plan, as amended through April 29, 2008† (Incorporated

by reference to Exhibit 10.2 to Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008.)

10.30 Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective October 8, 2008†

(Incorporated by reference to Exhibit 10.32 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2008, filed February 26, 2009.)

10.31 Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective May 14, 2010†

(Incorporated by reference to Exhibit 10.2 to Fannie Mae’s Quarterly Report on Form 10-Q, filed

August 5, 2010.)

10.32 Form of Nonqualified Stock Option Grant Award Document† (Incorporated by reference to

Exhibit 10.33 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2009,

filed February 26, 2010.)

10.33 Form of Restricted Stock Award Document† (Incorporated by reference to Exhibit 10.33 to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29, 2012.)

10.34 Form of Restricted Stock Units Award Document adopted January 23, 2008† (Incorporated by

reference to Exhibit 10.27 to Fannie Mae’s Annual Report on Form 10-K for the year ended

December 31, 2007, filed February 27, 2008.)

10.35 Form of Restricted Stock Units Award Document† (Incorporated by reference to Exhibit 10.35 to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29, 2012.)

10.36 Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of September 26, 2008,

between the United States Department of the Treasury and Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator (Incorporated

by reference Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K, filed October 2, 2008.)

10.37 Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of

May 6, 2009, between the United States Department of the Treasury and Federal National Mortgage

Association, acting through the Federal Housing Finance Agency as its duly appointed conservator

(Incorporated by reference to Exhibit 4.21 to Fannie Mae’s Quarterly Report on Form 10-Q, filed

May 8, 2009.)

E-4
Item Description

10.38 Second Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as

of December 24, 2009, between the United States Department of the Treasury and Federal National

Mortgage Association, acting through the Federal Housing Finance Agency as its duly appointed

conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-K,

filed December 30, 2009.)

10.39 Letters, dated September 1, 2005, setting forth an agreement between Fannie Mae and OFHEO

(Incorporated by reference to Exhibit 10.39 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2011, filed February 29, 2012.)

10.40 Letter Agreement between Fannie Mae and Timothy J. Mayopoulos, dated March 9, 2009†

(Incorporated by reference to Exhibit 10.44 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2009, filed February 26, 2010.)

10.41 Memorandum of Understanding among the Department of the Treasury, the Federal Housing Finance

Agency, the Federal National Mortgage Association, and the Federal Home Loan Mortgage

Corporation, dated October 19, 2009 (Incorporated by reference to Exhibit 99.1 to Fannie Mae’s

Current Report on Form 8-K, filed October 23, 2009.)

10.42 Omnibus Consent to HFA Initiative Program Modifications among the Department of Treasury, the

Federal Housing Finance Agency, Federal National Mortgage Association, and Federal Home Loan

Mortgage Corporation, dated November 23, 2011 (Incorporated by reference to Exhibit 10.42 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29,

2012.)

12.1 Statement re: computation of ratio of earnings to fixed charges (Incorporated by reference to

Exhibit 12.1 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2011,

filed February 29, 2012.)

12.2 Statement re: computation of ratio of earnings to combined fixed charges and preferred stock dividends

and issuance cost at redemption (Incorporated by reference to Exhibit 12.2 to Fannie Mae’s Annual

Report on Form 10-K for the year ended December 31, 2011, filed February 29, 2012.)

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)

(Incorporated by reference to Exhibit 31.1 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2011, filed February 29, 2012.)

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)

(Incorporated by reference to Exhibit 31.2 to Fannie Mae’s Annual Report on Form 10-K for the year

ended December 31, 2011, filed February 29, 2012.)

31.3 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a) with

respect to this Amendment No. 1 on Form 10-K/A

31.4 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a) with

respect to this Amendment No. 1 on Form 10-K/A

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Incorporated by

reference to Exhibit 32.1 to Fannie Mae’s Annual Report on Form 10-K for the year ended

December 31, 2011, filed February 29, 2012.)

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Incorporated by reference

to Exhibit 32.2 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2011,

filed February 29, 2012.)

E-5
Item Description

101. INS XBRL Instance Document* (Incorporated by reference to Exhibit 101.INS to Fannie Mae’s

Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29, 2012.)

101. SCH XBRL Taxonomy Extension Schema* (Incorporated by reference to Exhibit 101.SCH to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29,

2012.)

101. DEF XBRL Taxonomy Extension Definition* (Incorporated by reference to Exhibit 101.DEF to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29,

2012.)

101. LAB XBRL Taxonomy Extension Labels* (Incorporated by reference to Exhibit 101.LAB to Fannie

Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 29,

2012.)

101. PRE XBRL Taxonomy Extension Presentation* (Incorporated by reference to Exhibit 101.PRE to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2011, filed

February 29, 2012.)

* The financial information contained in these XBRL documents is unaudited. The information in these exhibits

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise

subject to the liabilities of Section 18, nor shall they be deemed incorporated by reference into any disclosure

document relating to Fannie Mae, except to the extent, if any, expressly set forth by specific reference in such

filing.

† This Exhibit is a management contract or compensatory plan or arrangement.

E-6