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Compensation

In consultation and with the approval of the Conservator, where appropriate, the Compensation Committee discharges the responsibilities of, or makes recommendations to, the Board relating to the appointment and compensation of Fannie Mae's senior management; oversees and advises the Board on the adoption of policies that govern certain annual compensation and stock ownership plans consistent with the Board's Delegation of Authority to the CEO and reservation of powers and as provided by Fannie Mae's plans; reviews and discusses with management the compensation discussion and analysis (CD&A) for inclusion in Fannie Mae's annual report or proxy statement, as applicable; and produces the report of the committee to accompany the CD&A in such annual report or proxy statement.

The Compensation Committee members are:

Dennis R. Beresford
Ernst & Young Executive Professor
of Accounting,
The J.M. Tull School of Accounting
University of Georgia
An educational institution
Athens, GA
Mr. Beresford initially became a director in May 2006, before we were put into conservatorship, and FHFA appointed him to Fannie Mae's Board in December 2008

Brenda J. Gaines, Chair
Former President and
Chief Executive Officer,
Diners Club North America
A subsidiary of Citigroup
Chicago, IL
Ms. Gaines initially became a director in September 2006, before we were put into conservatorship, and FHFA appointed her to Fannie Mae's Board in December 2008

David H. Sidwell
Former Chief Financial Officer and Executive Vice President,
Morgan Stanley
A global financial services firm
New York, NY
Board member since 2008



Last Revised: July 28, 2009