Exhibit 10.28
FANNIE MAE
STOCK COMPENSATION PLAN OF 2003
Code Section 409A Amendment
Pursuant to Section 8.5(a) of the Fannie Mae Stock Compensation Plan of 2003 (the “Plan”) and in
accordance with the authority delegated to the Vice President & Deputy General Counsel for Tax & Benefits to
approve amendments to benefit plans to the extent necessary to comply with Internal Revenue Code
Section 409A, the Plan is hereby amended as follows, effective except as hereinafter set forth as of January 1,
2008:
1. Section 1.2(2) is amended by adding the following sentence to the end thereof: “In the case of an Option or
Stock Appreciation Right, the Award Date shall be determined in a manner consistent with the requirements of
Section 409A or, if applicable, Section 422 of the Code.”
2. Section 1.2(9) is amended by adding at the end thereof the following text: “In any case where deferred
compensation subject to Section 409A of the Code could become payable under an Award upon a Change in
Control Event, the term “Change in Control Event” shall be construed to require a “change in control event” as
defined in Section 1.409A-3(i)(5)(i) of the Treasury Regulations.”
3. A new Section 1.2(34-A) is added immediately following Section 1.2(34), to read in its entirety as follows:
“(34-A) “Separation from Service” when used in the Plan or in any Award Document means and correlative
terms mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury
Regulations) from Fannie Mae and from all other corporations and trades or businesses, if any, that would be
treated as a single “service recipient” with Fannie Mae under Section 1.409A-1(h)(3) of the Treasury
Regulations. Subject to the applicable limitations under Section 409A of the Code, any of the special elective
rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a
“separation from service” has occurred may be elected in writing. Any such wri