Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 24, 2008, Fannie Mae (formally, the Federal National Mortgage Association) appointed David M. Johnson as Executive Vice President and Chief Financial Officer. Mr. Johnson, age 48, succeeds David C. Hisey, who has been appointed to the newly created position of Executive Vice President and Deputy Chief Financial Officer, and who will continue to serve as the company's principal accounting officer.

Prior to joining Fannie Mae, Mr. Johnson held the position of Executive Vice President and Chief Financial Officer of The Hartford Financial Services Group, Inc., a diversified insurance/financial service company, from May 1, 2001 until his resignation in April 2008. Mr. Johnson had previously served as Senior Executive Vice President and Chief Financial Officer of Cendant Corporation from November 1998 through January 2001. Prior to joining Cendant Corporation, Mr. Johnson served as a Managing Director in the Investment Banking Division at Merrill Lynch, Pierce, Fenner and Smith, where he started in 1986.

Mr. Johnson's annual compensation will consist of three principal components:
(i) an annual salary of $625,000, (ii) a cash bonus under a plan that will focus on both corporate and individual performance during 2009 against pre-established objectives, and (iii) a long-term incentive deferred cash award that will be determined based on individual performance and market compensation levels, and will vest over two years, with 50% of the award payable in early 2010 and the remaining 50% payable in 2011. The vesting of the long-term incentive award will be based on corporate performance criteria for 2009, and possibly on additional corporate performance criteria for 2010. Corporate performance goals for 2009 are expected to be established in early 2009. The target amounts for Mr. Johnson's cash bonus and long-term incentive award are 185% and 275%, respectively, of his annual salary. At this time, the performance goals and, if applicable, any minimum or maximum amounts for the bonus and the long-term incentive award have not been established.

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