RESTRICTED STOCK UNITS AWARD
This grant of units of Restricted Stock from Fannie Mae (the “Award”) is made to you as an Eligible
Employee (the “Awardee”) effective as of the date of grant set forth in the grant detail available for you to view
on the UBS website.
1. Grant of Units . Pursuant to the provisions of the Fannie Mae Stock Compensation Plan of 2003 (the
“Plan”), Fannie Mae hereby grants to the Awardee, subject to the terms and conditions of the Plan and subject
further to the terms and conditions set forth in this Award Document, restricted units (the “Restricted Stock
units”) relating to the Common Stock of Fannie Mae as set forth in the grant detail found on “Restricted” page
under the “Grants/Awards/Units” tab on the UBS website. Each unit represented by this Award represents the
unfunded and unsecured contractual right to the future delivery of one share of Common Stock, subject to the
restrictions herein and in the Plan.
2. Definitions . Unless provided otherwise herein, all defined terms are written with initial capital letters and
shall have the meaning stated in the Plan.
3. Terms and Conditions . By accepting the Award, the Awardee agrees that the Award evidenced by the
Award Document is subject to the following terms and conditions:
(a) Pre-Vesting Limitations . The Restricted Stock units and the right to receive payments from Fannie Mae
in lieu of dividends or other distributions with respect to the Common Stock represented by the units may not,
except in accordance with Plan provisions, be sold, assigned, transferred, exchanged, pledged, hypothecated
or otherwise disposed of or encumbered, either voluntarily or involuntarily. Restrictions shall lapse in
accordance with the vesting schedule set forth in the grant detail or, if earlier, upon the Awardee’s Retirement,
Early Retirement, Total Disability or death or at such earlier time and in such circumstances, if any, as may be