Summary of FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 30, 2009, the Board of Directors of Fannie Mae (formally, the Federal National Mortgage Association) adopted a preamble to the company's Bylaws to incorporate the role of the Federal Housing Finance Agency, or FHFA, as conservator of the company. Under the Federal Housing Finance Regulatory Reform Act of 2008, FHFA, as conservator, succeeded to all rights, titles, powers and privileges of the corporation, as well as of any shareholder, officer or director of the corporation, which the preamble applies to the appropriate Bylaw provisions without specifically revising all of those provisions. As noted in the new preamble, FHFA reconstituted the company's Board of Directors and directed the functions and authorities of the Board on November 24, 2008. The preamble also states that the Board serves on behalf of the conservator and shall exercise its authority as directed by the conservator. The Bylaws should be interpreted recognizing the control of the conservator. Therefore, the Board's exercise of authority under the Bylaws is subject to the direction and, if so required, the approval of the conservator.

The Board also amended Section 5.14 of the Bylaws to require that the Board obtain the conservator's approval, where required, of principal officer compensation. The Board previously had the sole power to set principal officer compensation.

In addition, the Board amended Section 2.10 and Article 8 of the Bylaws to reflect the enactment of the Federal Housing Finance Regulatory Reform Act of 2008. As amended, Section 2.10 requires the company to register both its common stock and preferred stock under the Securities Exchange Act of 1934, whereas it previously required only registration of the common stock. As amended, Article 8 provides that nothing in the Bylaws shall be deemed to affect the regulatory or conservatorship powers of FHFA, whereas it previously referenced the Secretary of Housing and Urban Development.

All amendments were effective immediately.

The preceding summary of the amendments is qualified in its entirety by reference to the full text of the amendments, as included in the amended and restated Bylaws. A copy of the company's amended and restated Bylaws, which has been marked in Sections 2.10, 3.08(b), 3.12, 4.08 and 5.14, and Article 8 to show all amendments adopted by the Board on January 30, 2009, is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated into this Item 5.03 by reference.