FANNIE MAE STOCK COMPENSATION PLAN OF 2003
The following terms shall have the meanings set forth below:
I. The Plan
1.1 Purpose. The purpose of the Fannie Mae Stock Compensation Plan of 2003 is to promote the success of Fannie Mae by
providing stock compensation to employees and directors that is comparable to that provided by similar companies; to
attract, motivate, retain and reward employees of Fannie Mae; to provide incentives for high levels of individual
performance and improved financial performance of Fannie Mae; to attract, motivate and retain experienced and
knowledgeable independent directors; and to promote a close identity of interests between directors, officers, employees
(1) “Award” shall mean an award of any Option, Stock Appreciation Right, Restricted Stock, Performance Share Award,
Stock Bonus or any other award authorized under Section 1.6, or any combination thereof, whether alternative or
cumulative, or an award of any Options or Restricted Stock authorized under Articles VI and VII.
(2) “Award Date” shall mean the date upon which the Committee takes the action granting an Award or a later date
designated by the Committee as the Award Date at the time it grants the Award, or, in the case of Awards under
Sections 6.2 or 7.2, the applicable dates set forth therein.
(3) “Award Document” shall mean any writing (including in electronic or other form approved by the Committee), which
may be an agreement, setting forth the terms of an Award that has been granted by the Committee.
(4) “Award Period” shall mean the period beginning on an Award Date and ending on the expiration date of such
(5) “Beneficiary” shall mean the person or persons designated by a Participant or Permitted Transferee in writing to the
senior-ranking officer in the Human Resources department of Fannie Mae to receive the benefits specified in an
Award Document and under the Plan in the event of the death of the Par