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EXECUTION COPY

FANNIE MAE

Issuer and Trustee

TRUST AGREEMENT

Dated as of December 1, 2002

for

GUARANTEED GRANTOR TRUST PASS-THROUGH CERTIFICATES

FANNIE MAE GRANTOR TRUST 2002-T19 evidencing beneficial interests in

FIRST LIEN FHA-INSURED OR VA-GUARANTEED RESIDENTIAL MORTGAGE LOANS

Authorized by Title III of the National Housing Act, 12 U.S.C. §1719(d)

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ARTICLE I

DEFINED TERMS

Section 1.01 General Definitions .......................................................................................2

ARTICLE II

TRANSFER OF MORTGAGE ASSETS; THE TRUST

Section 2.01 Transfer of Mortgage Assets .........................................................................8

ARTICLE III

THE CERTIFICATES

Section 3.01 Classes of Certificates ...................................................................................9 Section 3.02 Distributions ..................................................................................................9 Section 3.03 Issuance of Certificates .................................................................................9 Section 3.04 Distributions on Certificates; Fannie Mae Guaranty...................................11 Section 3.05 Information to Certificateholders ................................................................11

ARTICLE IV

SERVICING OF MORTGAGE LOANS; CERTIFICATE ACCOUNTS; DISTRIBUTIONS

Section 4.01 General ........................................................................................................12 Section 4.02 Transfers of Mortgaged Property ................................................................12 Section 4.03 Accounting Records ....................................................................................13 Section 4.04 Servicing Compensation: Payment of Certain Expenses by

Fannie Mae..................................................................................................13 Section 4.05 Certificate Account: Distributions ..............................................................13 Section 4.06 Investments..................................................................................................14 Section 4.07 Withdrawals from the Certificate Account .................................................14

ARTICLE V

THE DEFINITIVE CERTIFICATES

Section 5.01 Execution, Authentication, Availability and Dating of the Definitive Certificates ..................................................................................................15

Section 5.02 Registration and Registration of Transfer of the Definitive Certificates. .................................................................................................15

Section 5.03 Mutilated, Destroyed, Lost or Stolen Definitive Certificates......................16 Section 5.04 Persons Deemed Owners of the Definitive Certificates..............................16 Section 5.05 Maintenance of Office or Agency for the Definitive Certificates...............16

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Section 5.06 Reference in the Definitive Certificates to Supplemental Agreements..................................................................................................17

ARTICLE VI

LIMITATION OF LIABILITY

Section 6.01 General Limitation ......................................................................................18 Section 6.02 Measure of Liability ....................................................................................18

ARTICLE VII

FANNIE MAE

Section 7.01 Resignation..................................................................................................19 Section 7.02 Merger or Consolidation .............................................................................19 Section 7.03 Succession upon Default .............................................................................19 Section 7.04 Fannie Mae as Holder .................................................................................20

ARTICLE VIII

TERMINATION

Section 8.01 Termination. ................................................................................................22

ARTICLE IX

SUPPLEMENTAL AGREEMENTS

Section 9.01 Permissible Without Action by Certificateholders......................................24 Section 9.02 Waivers and Supplemental Agreements with Consent of Holders .............24

ARTICLE X

MISCELLANEOUS

Section 10.01 Holders ........................................................................................................26 Section 10.02 Governing Law............................................................................................26 Section 10.03 Demands, Notices, Communications ..........................................................26 Section 10.04 Severability of Provisions ...........................................................................27 Section 10.05 Depository as Agent ....................................................................................27 Section 10.06 Allocation of Voting Rights ........................................................................27

SCHEDULE 1. SCHEDULE OF MORTGAGE ASSETS EXHIBIT A FORM OF CERTIFICATES

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FANNIE MAE

GUARANTEED GRANTOR TRUST PASS-THROUGH SECURITIES PROGRAM

TRUST AGREEMENT

THIS TRUST AGREEMENT made, executed and published as of the first day of December, 2002, at Washington, D.C. by Fannie Mae, a body corporate organized and existing under the laws of the United States, in its corporate capacity and in its capacity as trustee:

W I T N E S S E T H :

WHEREAS, Fannie Mae is authorized pursuant to Section 304(d) of Title III of the National Housing Act (12 U.S.C. §1719(d)) to set aside mortgage loans held by it under such Section 304 and to issue and sell securities based upon the mortgage loans so set aside;

WHEREAS, Fannie Mae has purchased (i) the fixed-rate, first lien, residential mortgage loans identified in Schedule 1 attached hereto as the Group 1 Loans (the “Group 1 Loans”) and (ii) the adjustable-rate, first lien, residential mortgage loans identified in Schedule 1 attached hereto as the Group 2 Loans (the “Group 2 Loans” and, together with the Group 1 Loans, the “Mortgage Assets”);

WHEREAS, Fannie Mae intends to set aside in the Trust (defined herein) the Mortgage Assets; and

WHEREAS, the Group 1 Loans and Group 2 Loans will be serviced pursuant to the Sale and Servicing Agreement (defined herein),

WHEREAS, Fannie Mae intends to issue six classes of Guaranteed Grantor Trust Pass-Through Certificates which evidence the entire beneficial ownership interest in the Trust formed by Fannie Mae.

NOW THEREFORE, the parties to this Trust Agreement, in the several capacities hereinabove set forth, do hereby declare and establish this Trust Agreement and do hereby undertake and otherwise agree as follows:

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ARTICLE I.

DEFINED TERMS

Section 1.01 General Definitions. Whenever used in this Trust Agreement, the following words and phrases shall have the following meanings:

Aggregate Stated Principal Balance: With respect to any Distribution Date, the aggregate of the Stated Principal Balances immediately prior to such Distribution Date of all Mortgage Loans which were Outstanding Mortgage Loans as of such Distribution Date.

Authorized Officer: The Chairman of the Board, the President or any Executive Vice President, Senior Vice President or Vice President of Fannie Mae.

Available Funds: With respect to any Distribution Date, all amounts held in the Certificate Account on the immediately preceding Business Day.

Book-Entry Certificates: As defined in Section 3.03 hereof.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which either the Federal Reserve Bank of New York or Boston authorizes banking institutions in the Second or First Federal Reserve District, respectively, to be closed.

Certificate: Any one of the Guaranteed Grantor Trust Pass-Through Certificates issued pursuant to this Trust Agreement and referenced in Section 3.01 hereof.

Certificate Account: The account created and maintained pursuant to Section 4.05 hereof.

Certificate Balance: As to any Certificate prior to the initial Distribution Date therefor, the denomination thereof; and, as to any such Certificate subsequent to such initial Distribution Date, the denomination thereof multiplied by the then applicable Class Factor.

Certificate Distribution Amount: As to any calendar month, an amount equal to the sum of (i) the Principal Distribution Amount for such calendar month and (ii) all interest accrued on the Certificates for the Interest Accrual Period immediately preceding such calendar month.

Certificate Register: The register maintained pursuant to Section 5.02 hereof.

Certificate Registrar: The registrar and Transfer Agent appointed pursuant to Section 5.02 hereof.

Certificateholder: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a person maintaining an account with such Depository (directly or as

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an indirect participant, in accordance with the rules of such Depository). As to a Definitive Certificate, the registered owner in the Certificate Register maintained by the Certificate Registrar pursuant to Section 5.02 hereof.

Charter Act: The Federal National Mortgage Association Charter Act (12 U.S.C. §1716 et seq.), as amended and in effect from time to time.

Class: As to the Certificates, all Certificates with the same terms.

Class Balance: With respect to any Class of Certificates at any time, the aggregate of the Certificate Balances of all Certificates of such Class.

Class Factor: As to any date of determination and any Class of Certificates (other than the IO Class), a fraction the numerator of which is (i) the aggregate of the denominations of all Certificates of such Class, less (ii) the aggregate amount of all Principal Distribution Amounts, if any, allocable thereto prior to such date of determination and the denominator of which is the original Class Balance of such Class. As to any date of determination and the IO Class, a fraction, the numerator of which is the current notional amount and the denominator of which is the original Class Balance thereof.

Code: The Internal Revenue Code of 1986, as amended, including any successor or amendatory provisions.

Components: As specified in the Prospectus.

Corporate Trust Office: With respect to the presentation and surrender of the certificates representing each Class Certificates for the final distribution thereon, the office of the New York Presenting Agent or the principal corporate trust office of the Certificate Registrar located at 225 Franklin Street, Boston, Massachusetts 02110; with respect to notices to the Certificate Registrar, the foregoing address; and for all other purposes, either the office of the New York Presenting Agent or the foregoing address or such other address or addresses as Fannie Mae may designate from time to time by notice to the Holders of Certificates, provided that there shall at all times be a New York Presenting Agent.

Definitive Certificates: Any Class of Certificates which is issued in certificated fully registered form pursuant to Section 3.03 hereof.

Depository: As defined in Section 3.03 hereof.

Depository Agreement: With respect to any Class of Book-Entry Certificates, the letter of representations among Fannie Mae, the Trustee and the Depository.

Depository Participant: A broker, dealer, bank, other financial institution or other Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Distribution Date: The 25th day (or, if such 25th day is not a Business Day, the Business Day immediately following the 25th day) of each month, beginning in January 2003.

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Due Period: With respect to any Distribution Date, the calendar month prior to the month of such Distribution Date.

Eligible Depository: Any Reserve Bank or any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as at the time of determination of eligibility the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution that is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) have the Highest Credit Rating Available from at least one Rating Agency.

Eligible Investments: Any one or more of the following obligations or securities denominated in United States dollars:

A. direct obligations of, and obligations fully guaranteed by, the United States of America, Fannie Mae, the Federal Home Loan Banks, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;

A. demand and time deposits in, certificates of deposit of, or bankers acceptances issued by, any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time of such investment or contractual commitment providing for such investment the commercial paper or other unsecured short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution which is the principal subsidiary of a holding company, the commercial paper or other unsecured short-term debt obligations of such holding company) have the Highest Credit Rating Available from either Rating Agency;

B. repurchase obligations with respect to any security described in clause A above entered into with a depository institution or trust company (acting as principal) described in clause B;

C. commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) having the Highest Credit Rating Available from either Rating Agency at the time of such investment and maturing no later than the date prescribed in Section 4.07;

D. certificates or receipts representing direct ownership interests in future interest or principal payments on obligations of the United States of America or its agencies or instrumentalities (which obligations are backed by the full faith and credit of the United States of America) held by a custodian on behalf of the holders of such receipts; and

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E. federal funds invested with depository institutions with a rating of “C” or better by Thomson Bankwatch, or a comparable rating by other bankwatch services.

Event of Default: As defined in Section 7.03 hereof.

Fannie Mae: Fannie Mae, a body corporate organized and existing under the laws of the United States, or its successor in interest or any successor appointed as herein provided. Unless the context requires otherwise, the term “Fannie Mae” shall be deemed to refer to Fannie Mae acting in its corporate capacity and not in its capacity as Trustee hereunder.

Final Distribution Date: As specified in the Prospectus.

Group 1 Loans: As defined in the Recitals to this Trust Agreement.

Group 2 Loans: As defined in the Recitals to this Trust Agreement.

Highest Credit Rating Available: The highest rating category (disregarding any plus or minus or any numerical or other subcategory) of any Rating Agency.

Holders: All of the Certificateholders.

Interest Accrual Period: As specified in the Prospectus.

Interest Distribution Amount: With respect to any Distribution Date, all interest accrued on the A1, A2, A3, IO and A4 Classes for the Interest Accrual Period immediately preceding such Distribution Date.

Interest Only Class: As specified in the Prospectus.

Interest Rate: With respect to each interest-bearing Class of Certificates, the rate per annum specified or determined as provided in the Prospectus.

Issue Date: December 1, 2002.

Issue Date Aggregate Principal Balance: The aggregate of the Issue Date Principal Balances of all Group 1 Loans or all Group 2 Loans, as applicable, initially transferred and assigned to the Trust.

Issue Date Principal Balance: The principal balance of a Mortgage Loan as reflected in the Mortgage Loan Schedule.

Liquidated Mortgage Loan: Any Mortgage Loan (i) with respect to which cash is received in connection with the liquidation of such Mortgage Loan, whether through insurance or guaranty proceeds, condemnation awards, proceeds of any sale of the Mortgaged Property or otherwise (and whether or not such cash is equal to the unpaid principal amount thereof and all interest accrued thereon) in an amount determined by Fannie Mae in its reasonable judgment to

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be the full amount finally recoverable on account of such Mortgage Loan, or (ii) which is purchased from the Trust pursuant to Section 2.02 hereof.

Mortgage: The mortgage, deed of trust or other instrument creating a first lien on the real property securing a Mortgage Note.

Mortgage Asset Schedule: The schedule of Mortgage Assets attached to this Trust Agreement.

Mortgage Assets: The Group 1 Loans and the Group 2 Loans.

Mortgage Interest Rate: The annual interest rate required to be paid by a Mortgagor under the terms of the related Mortgage Note.

Mortgage Loan: Each of the Group 1 Loans and Group 2 Loans identified in the Mortgage Asset Schedule as from time to time is held as a part of the Trust.

Mortgage Note: The note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgaged Property: The real property and all improvements thereon and appurtenant thereto securing a Mortgage Loan.

Mortgagor: The obligor on a Mortgage Note.

Net Mortgage Interest Rate: With respect to any Mortgage Loan, a per annum rate equal to the Mortgage Interest Rate less the percentage with respect to such Mortgage Loan identified on the Mortgage Asset Schedule.

New York Presenting Agent: State Street Bank and Trust Company, N.A., with its offices at 61 Broadway, New York, New York or such other office within the Borough of Manhattan, City of New York, State of New York, as Fannie Mae may appoint by notice to the Trustee.

Opinion of Counsel: A written opinion of counsel, who may be counsel for Fannie Mae.

Outstanding Mortgage Loan: With respect to any Distribution Date, any Mortgage Loan which was not paid in full prior to the preceding Due Period and which did not become a Liquidated Mortgage Loan prior to such preceding Due Period.

Paying Agent: Fannie Mae, until a successor Person shall be appointed by Fannie Mae.

Person: Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or any political subdivision thereof.

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Principal Distribution Amount: As specified in the Prospectus.

Prospectus: The prospectus dated December 5, 2002 relating to the Guaranteed Grantor Trust Pass-Through Certificates, Fannie Mae Grantor Trust 2002-T19.

Purchase Price: With respect to any Mortgage Loan purchased from the Trust pursuant to Section 2.02 hereof, an amount equal to the Stated Principal Balance thereof immediately prior to the Distribution Date upon which the proceeds of such repurchase are to be distributed, together with accrued and unpaid interest thereon at the applicable Net Mortgage Interest Rate to the end of the Due Period preceding such Distribution Date.

Rating Agency: A nationally recognized statistical rating organization.

Record Date: As to any Distribution Date, the last day of the month preceding the month of such Distribution Date, or in the case of the initial Distribution Date, the Settlement Date.

Sale and Servicing Agreement: The Sale and Servicing Agreement dated as of December 1, 2002, by and between Lehman Capital, A Division of Lehman Brothers Holdings, Inc., as seller and servicer, and Fannie Mae, as purchaser.

Servicer: Lehman Capital, A Division of Lehman Brothers Holdings Inc., a Delaware corporation, or any successor.

Settlement Date: As specified in the Prospectus.

Stated Principal Balance: As specified in the Prospectus.

Supplemental Agreement: Any supplemental agreement entered into pursuant to Article IX hereof.

Transfer Agent: State Street Bank and Trust Company, a Massachusetts banking corporation, until a successor Person shall be appointed by Fannie Mae.

Trust: The corpus of the trust created by this Trust Agreement, consisting of (i) the Mortgage Loans and all proceeds thereof and (ii) the Certificate Account and all amounts held therein or credited thereto.

Trust Agreement: This Trust Agreement, dated as of December 1, 2002, by and between Fannie Mae, in its corporate capacity, and Fannie Mae, in its capacity as Trustee, as the same is originally executed, or as modified, amended or supplemented in accordance with the applicable provisions hereof.

Trustee: Fannie Mae, in its capacity as trustee of each Trust formed hereunder, or its successor in interest in such capacity, or any successor trustee appointed as herein provided.

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ARTICLE II.

TRANSFER OF MORTGAGE ASSETS; THE TRUST

Section 2.01 Transfer of Mortgage Assets. Fannie Mae, acting in its corporate capacity, does hereby transfer, assign, set over and otherwise convey to Fannie Mae, acting in its capacity as Trustee for the Holders of Certificates evidencing beneficial ownership interests in the Trust established hereby, all of Fannie Mae’s right, title and interest in and to the Mortgage Assets identified in the Mortgage Asset Schedule attached hereto, including all payments of principal and interest thereon received on and after the Issue Date (other than the portion of any payment representing interest for a period prior to the Issue Date and other than any installments of principal due in respect of a Mortgage Loan on the Issue Date).

Section 2.02 Representations and Warranties Relating to the Mortgage Loans. In connection with the Mortgage Loans transferred and assigned hereunder, Fannie Mae may, at its option, elect to repurchase any Mortgage Loan as to which there shall have occurred (i) a material breach of any representation and warranty made (including, for this purpose, any eligibility requirement) under the Sale and Servicing Agreement and (ii) the failure by any responsible party to take appropriate action with respect thereto pursuant to the Sale and Servicing Agreement. The Trustee agrees to release any Mortgage Loan from the Trust upon payment of the Purchase Price therefor in the event that such Mortgage Loan is the subject of a breach of a representation and warranty and an election has been made to repurchase the Mortgage Loan.

In connection with such transfer of each Mortgage Loan, Fannie Mae shall have taken possession of the related Mortgage Note endorsed in blank by the Servicer under the Sale and Servicing Agreement, together with such other related documents as Fannie Mae shall have deemed necessary.

In the event that Fannie Mae shall discover subsequent to the transfer and assignment of a Mortgage Loan to the Trustee that the actual principal balance of such Mortgage Loan at the date such Mortgage Loan’s principal balance was calculated was different from such Mortgage Loan’s Issue Date Principal Balance as specified in the Mortgage Loan Schedule, Fannie Mae may make such adjustments as shall be necessary to bring such actual balance and specified principal balance into agreement.

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ARTICLE III.

THE CERTIFICATES

Section 3.01 Classes of Certificates. The Certificates authorized by this Trust Agreement shall be divided into six Classes of Certificates having the terms and provisions hereinafter set forth. The Class designations, original Class Balances, Interest Rates and Final Distribution Date shall be as specified in the Prospectus.

Section 3.02 Distributions. The aggregate amount of principal of and interest distributable on the Certificates on any Distribution Date shall be equal to the Certificate Distribution Amount on such Distribution Date with the principal component of such amount being equal to the Principal Distribution Amount. Distributions of the Principal Distribution Amount shall be made in the order and in the amounts as among Classes and Components, as applicable, as provided in the Prospectus. All distributions of principal for any such Distribution Date which are made with respect to any Class of Certificates shall be made pro rata among all the Certificates of such Class in proportion to their respective Certificate Balances, with no preference or priority of any kind. All distributions made with respect to any Certificate on any Distribution Date shall be applied first to the interest distributable thereon on such Distribution Date and then to the principal thereof. All computations of interest accrued on any Certificate shall be made as if each year consisted of twelve months of thirty days each.

Distributions on the Certificates on any Distribution Date shall be made to Holders of record thereof on the previous Record Date.

Interest on each interest-bearing Class of Certificates for the related Interest Accrual Period at the applicable Interest Rate shall be distributable on each applicable Distribution Date. The total amount of interest distributable in respect of any Certificate on any Distribution Date shall be equal to one month’s interest at the applicable Interest Rate on the Certificate Balance thereof immediately prior to such Distribution Date.

During each calendar month, distribution in reduction of the Certificate Balances of the Certificates of any Class (other than the Interest Only Class) shall be made in an amount equal to the Principal Distribution Amount and shall be distributed in the amounts and in the priorities specified in the Prospectus.

Fannie Mae will initially act as Paying Agent for the purpose of making distributions on the Certificates as provided herein.

Section 3.03 Issuance of Certificates. (a) Each Class of Certificates, substantially in the form of Exhibit A attached hereto, shall be issued upon original issuance, in the form of typewritten Certificates (the “Book-Entry Certificates”), to be delivered to The Depository Trust Company (the “Depository”). The Book-Entry Certificates shall be in authorized denominations of $1,000 and integral multiples of $1 in excess thereof. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the Depository. No Certificateholder will receive a physical certificate

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representing such Certificateholder’s interest in such Book-Entry Certificates, except as provided in Section 3.03(c) below. Unless and until Definitive Certificates have been issued pursuant to Section 3.03(c) below:

(i) the provisions of this Section 3.03(a) shall be in full force and effect with respect to the Book-Entry Certificates;

(i) Fannie Mae, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Depository for all purposes (including the making of distributions on the Book-Entry Certificates) as the owner of the Book-Entry Certificates;

(ii) to the extent that the provisions of this Section 3.03(a) conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.03(a) shall control with respect to the Book-Entry Certificates; and

(iii) the rights of Certificateholders of the Book-Entry Certificates shall be exercised only through the Depository and the applicable Depository Participants and shall be limited to those established by law and agreements between such Certificateholders and the Depository and/or the Depository Participants.

(iv) Pursuant to the Depository Agreement applicable to Book-Entry Certificates, unless and until Definitive Certificates of such Class are issued pursuant to Section 3.03(c) below, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on such Certificates to such Depository Participants.

(b) Whenever notice or other communication to the Certificateholders is required under this Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Section 3.03(c) below, the Trustee shall give all such notices and communications to the Depository for distribution to the related Certificateholders.

(c) If (i)(A) Fannie Mae advises the Trustee in writing, or the Trustee otherwise becomes aware that the Depository is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) Fannie Mae is unable to locate a qualified successor or (ii) Fannie Mae, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Depository with respect to the Book-Entry Certificates, the Trustee shall notify the Depository of the occurrence of either such event and of the availability of Definitive Certificates to Certificateholders of the related Classes. Upon surrender to the Trustee of the related Class of Book-Entry Certificates by the Depository accompanied by registration instructions from the Depository for registration, the Trustee shall issue the Definitive Certificates for the related Classes, substantially in the form of Exhibit A, in accordance with Article V hereof. Neither Fannie Mae nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for such Class, all references herein to obligations imposed upon or to be performed by the applicable Depository

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shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of such Classes as Certificateholders hereunder.

Section 3.04 Distributions on Certificates; Fannie Mae Guaranty. On each Distribution Date, Fannie Mae shall withdraw from the Certificate Account Available Funds and shall make the distributions to the Holders of each Class of Certificates in the respective amounts and in the applicable manner determined pursuant to Section 3.02. In the event that the portion of Available Funds allocable to principal shall be less than the Principal Distribution Amount, or, the portion of Available Funds allocable to interest shall be shall be insufficient to pay all interest due and payable on the Certificates during a particular month, then Fannie Mae shall apply its own funds in respective amounts sufficient to remedy the same. Any distribution of principal pursuant to the preceding sentence shall be deemed to be a distribution of principal for purposes of all future calculations of Class Factors. In addition, in the event that the Class Balance of any Class (other than the Interest Only Class) is greater than zero on the Final Distribution Date after giving effect to all distributions of principal on that date from Available Funds, then Fannie Mae shall apply its own funds in respective amounts sufficient to reduce the Class Balance of each such Class to zero on such date.

The Fannie Mae guaranty with respect to the Certificates will not cover any excess prepayment interest shortfall amounts as described under “Description of the Certificates — Interest Payments on the Certificates — Excess Prepayment Interest Shortfalls” in the Prospectus.

Section 3.05 Information to Certificateholders. As soon as practicable following the 23rd calendar day of each month, Fannie Mae will make available the Class Factor (carried to eight decimal places) for each Class of Certificates after giving effect to the distribution of the Principal Distribution Amount on the following Distribution Date. Fannie Mae will also furnish to each Person who was a Certificateholder at any time during a calendar year such statements and information as shall be required to be furnished by the Code.

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ARTICLE IV.

SERVICING OF MORTGAGE LOANS; CERTIFICATE ACCOUNTS; DISTRIBUTIONS

Section 4.01 General. Fannie Mae shall service the Mortgage Loans and shall have full power and authority to do or cause to be done any and all things in connection therewith as it may deem necessary or appropriate in its sole discretion, in its own name and right, and without disclosure of the existence or terms of this Trust Agreement.

Fannie Mae in its discretion shall foreclose upon or otherwise comparably convert the ownership of the Mortgaged Property securing any Mortgage Loan as to which a default occurs. Subject to Section 4.02 and to the extent consistent with then-current policies of Fannie Mae respecting comparable mortgage loans held in its own portfolio, Fannie Mae in its discretion may enforce or waive enforcement of any of the terms of any Mortgage Loan or enter into an agreement for the modification of any of the terms of any Mortgage Loan (other than a reduction in the Mortgage Interest Rate or an extension of the final maturity other than those extensions contemplated by the Sale and Servicing Agreement), or take any action or refrain from taking any action in servicing any Mortgage Loan; provided, however, that no such action or refraining from taking action shall be inconsistent with any related practice or policy respecting similar mortgage loans held by Fannie Mae in is own portfolio. In such connection, Fannie Mae may waive any prepayment charge, assumption fee or late payment charge.

Fannie Mae in its discretion may conduct such servicing through the facilities of agents or independent contractors but shall not thereby be released from any of its duties or responsibilities hereunder.

Any servicing contract, including the servicing provisions of the Sale and Servicing Agreement, and any other transactions or services relating to the Mortgage Loans involving an entity performing servicing functions on behalf of Fannie Mae shall be deemed to be between such entity and Fannie Mae alone and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any such entity.

Section 4.02 Transfers of Mortgaged Property. In connection with the transfer, or prospective transfer, of title to a Mortgaged Property, Fannie Mae shall accelerate the maturity of the related Mortgage Loan where such Mortgage Loan contains a “due-on-sale” clause permitting acceleration under such a circumstance; provided, however, that Fannie Mae shall not be required to accelerate the maturity of the Mortgage Loan pursuant to the “due-on-sale” clause if Fannie Mae is restricted, or reasonably believes that it is restricted, by law from accelerating such Mortgage Loan, for any reason whatever. In the event that, for any reason, Fannie Mae cannot accelerate the maturity of a Mortgage Loan upon the transfer, or prospective transfer, of title to the underlying Mortgaged Property, Fannie Mae may enter into a transaction by which the obligor is released from liability on the related Mortgage Loan and the transferee assumes such liability; provided, however, that no such transaction shall (i) be entered into which would not

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have been entered into had the Mortgage Loan been held in Fannie Mae’s own portfolio or (ii) provide for reduction of the Mortgage Interest Rate.

Section 4.03 Accounting Records. Fannie Mae shall establish and maintain, as to the Trust, accounting records in which proceeds of the Mortgage Assets and distributions to Certificateholders shall be recorded and in which a record of fully prepaid Mortgage Loans and Liquidated Mortgage Loans shall be kept.

At any particular time the aggregate of the amount of proceeds of the Mortgage Assets entered into the accounting records (as reduced by any distributions made in respect of and from such proceeds) shall be considered to be held by Fannie Mae for Certificateholders, it being understood, however, that Fannie Mae shall have no liability to Certificateholders for the payment of interest on any such amounts so held by it for their account and that, so long as an Event of Default shall not have occurred and be continuing, Fannie Mae’s obligation to remit any such amount to Certificateholders shall be through monthly distributions in amounts computed in accordance with this Trust Agreement.

Section 4.04 Servicing Compensation: Payment of Certain Expenses by Fannie Mae. As compensation for its activities and obligations hereunder with respect to the Mortgage Loans Fannie Mae shall be entitled to the amounts provided for in the Sale and Servicing Agreement. Fannie Mae shall pay all expenses incurred by it hereunder in connection with its servicing activities and shall not be entitled to reimbursement therefor out of proceeds of the Mortgage Loans.

Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges or otherwise shall be retained by Fannie Mae.

Section 4.05 Certificate Account: Distributions. On or before the issuance of the Certificates, Fannie Mae shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust that shall collectively be the “Certificate Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Certificate Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Mortgage Assets and all investments of any such amounts as being held by it in its capacity as Trustee for the benefit of the Holders of the Certificates or (iii) maintain the Certificate Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Certificate Account is maintained may at any time be changed (but must comply with clauses (i), (ii) or (iii)) without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust by, or for the account of, the Trustee shall at all times be identified. To the extent that the Certificate Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Certificate Account shall be deemed to refer to credits and debits to the related books of the Trustee.

Fannie Mae shall deposit in the Certificate Account all Mortgage Loan proceeds received by it as Trustee hereunder and under the Sale and Servicing Agreement or any other servicing contract or arrangement. All proceeds deposited from time to time in the Certificate Account, all investments made with such moneys, including all income or other gain from such

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investments, shall be held by the Trustee in the Certificate Account as part of the Trust as herein provided, subject to withdrawal by Fannie Mae for the purposes set forth in Section 4.07.

Section 4.06 Investments. All or a portion of amounts in the Certificate Account maintained with an Eligible Depository pursuant to clause (i) in Section 4.05 shall be invested and reinvested at the discretion and direction of Fannie Mae in one or more Eligible Investments bearing interest or sold at a discount. Any investments in obligations of Fannie Mae shall be made on a basis substantially comparable to that available in an arm’s length transaction. No investment shall mature later than the Business Day immediately preceding the Distribution Date upon which the related amounts are required to be applied to distributions pursuant hereto, except that any investment in the federal funds market or on which the Eligible Depository, in its commercial capacity, or Fannie Mae is the obligor may mature on the related Distribution Date. No Eligible Investment may be sold while in the Certificate Account except to the extent that Fannie Mae believes that a sale of an Eligible Investment is desirable because of the possibility of a default by the obligor thereon or because such sale will not otherwise give rise to a tax.

All amounts held by the Trustee pursuant to clause (ii) of Section 4.05 may be commingled with other funds at any time held by Fannie Mae and applied, subject to its obligations herein contained, in its normal business operations or otherwise. Under no circumstance shall Fannie Mae be accountable to the Trust for interest in respect of any amounts so commingled and applied.

Section 4.07 Withdrawals from the Certificate Account. Amounts credited to the Certificate Account on any Distribution Date shall be withdrawn by Fannie Mae for application towards the distributions required hereby. In the event that amounts shall remain in the Certificate Account on any Distribution Date following payment of (i) the interest and principal distributions required hereby and (ii) any Guaranty Payment for such Distribution Date, such amounts may be withdrawn by Fannie Mae as compensation for its administrative and guaranty obligations or as reimbursement to Fannie Mae for any advance by it pursuant to such guaranty obligations under Section 3.04 hereof. Any amount so withdrawn shall no longer be a part of the Trust Fund.

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ARTICLE V.

THE DEFINITIVE CERTIFICATES

Section 5.01 Execution, Authentication, Availability and Dating of the Definitive Certificates. The Definitive Certificates shall be executed on behalf of Fannie Mae by an Authorized Officer of Fannie Mae under the corporate seal of Fannie Mae, which may be in facsimile form and be imprinted or otherwise reproduced thereon, and shall be attested by the Secretary, Assistant Secretary, or a second Authorized Officer of Fannie Mae. The signature of any of these Persons on the Definitive Certificates may be manual or facsimile.

A Definitive Certificate bearing the manual or facsimile signature of individuals who were at any time officers of Fannie Mae shall bind Fannie Mae, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificate.

At any time and from time to time after the execution and delivery of this Trust Agreement, Fannie Mae may deliver the Definitive Certificates executed by Fannie Mae to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and make available such Certificates as provided in this Trust Agreement and not otherwise.

No Definitive Certificate shall be entitled to any benefit under this Trust Agreement or be valid for any purpose, unless there appears on such Definitive Certificates a certificate of authentication substantially in the form provided for herein, executed by the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, and such certificate upon a Definitive Certificate shall be conclusive evidence, and the only evidence, that such Definitive Certificate has been duly authenticated and made available hereunder. A Definitive Certificate shall be dated the date of its authentication.

Section 5.02 Registration and Registration of Transfer of the Definitive Certificates.

(a) Fannie Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Fannie Mae shall provide for the registration of the Definitive Certificates and the registration of transfers of the Definitive Certificates. Fannie Mae hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Definitive Certificates and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Fannie Mae shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be.

(b) Upon surrender for registration of transfer of a Definitive Certificate in accordance with this Section 5.02 at the office or agency of Fannie Mae maintained for such purpose pursuant to Section 5.05 hereof, Fannie Mae shall execute, and the Certificate Registrar

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shall authenticate and make available, in the name of the designated transferee, a new Definitive Certificate. Definitive Certificates presented or surrendered for registration of transfer shall (if so required by Fannie Mae, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Fannie Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Fannie Mae or the Trustee may require.

(c) A Definitive Certificate issued upon any registration of transfer thereof shall be the valid obligation of Fannie Mae and entitled to the same benefits under this Trust Agreement as the Definitive Certificate surrendered upon such registration of transfer.

(d) A service charge in an amount determined by Fannie Mae (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Fannie Mae) shall be made for any registration of transfer of a Definitive Certificate, and Fannie Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Definitive Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Section 5.03 Mutilated, Destroyed, Lost or Stolen Definitive Certificates. If (i) any mutilated Definitive Certificate is surrendered to Fannie Mae or the Certificate Registrar, or (ii) Fannie Mae receives evidence to its satisfaction of the destruction, loss or theft of a Definitive Certificate, and there is delivered to Fannie Mae such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to Fannie Mae that such Definitive Certificate has been acquired by a bona fide purchaser, Fannie Mae shall execute and the Certificate Registrar shall authenticate and make available, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Definitive Certificate, a new Definitive Certificate. Any duplicate Definitive Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost or stolen Definitive Certificate shall be found at any time.

Section 5.04 Persons Deemed Owners of the Definitive Certificates. Prior to due presentation of a Definitive Certificate for registration of transfer, Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name the Definitive Certificate is registered as the owner of the Definitive Certificate for the purpose of receiving distributions, if any, pursuant hereto and for all other purposes whatsoever, and neither Fannie Mae nor the Trustee, the Certificate Registrar or any agent of Fannie Mae or the Trustee shall be affected by notice to the contrary.

Section 5.05 Maintenance of Office or Agency for the Definitive Certificates. Fannie Mae shall maintain at its expense an office or agency where the Definitive Certificates may be surrendered for registration of transfer and where notices and demands to or upon Fannie Mae in respect of the Definitive Certificates and this Trust Agreement may be served. Fannie Mae initially appoints State Street Bank and Trust Company at its Corporate Trust Office as its office for said purposes. Fannie Mae will give prompt written notice to the Holders of the Definitive Certificates of any change in the location of any such office or agency.

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Section 5.06 Reference in the Definitive Certificates to Supplemental Agreements. A Definitive Certificate authenticated and made available after the execution of any Supplemental Agreement pursuant to Article IX of this Trust Agreement may, and if required by Fannie Mae shall, bear a notation as to any matter provided for in such Supplemental Agreement. If Fannie Mae shall so determine, a new Definitive Certificate so modified as to conform, in the opinion of Fannie Mae, to any such Supplemental Agreement may be prepared and executed by Fannie Mae and authenticated and made available by the Certificate Registrar in exchange for the outstanding Definitive Certificate.

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ARTICLE VI.

LIMITATION OF LIABILITY

Section 6.01 General Limitation. Fannie Mae shall be liable under the terms of the Certificates and this Trust Agreement only to the extent of faithful performance of the duties and responsibilities imposed by the terms of the Certificates and this Trust Agreement.

Section 6.02 Measure of Liability. Neither Fannie Mae nor any of the directors, officers, employees or agents of Fannie Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect Fannie Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties.

Fannie Mae shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Fannie Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders.

In the event that Fannie Mae in its discretion so determines to undertake any such legal action, Fannie Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.

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ARTICLE VII.

FANNIE MAE

Section 7.01 Resignation. Fannie Mae shall not resign from the duties imposed upon Fannie Mae in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Fannie Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Fannie Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Fannie Mae shall resign in its capacity as Trustee and shall continue to act hereunder is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Fannie Mae in its corporate capacity hereunder shall be obligated to perform under Fannie Mae’s guaranty obligations pursuant to Section 3.04. Fannie Mae, notwithstanding any such resignation, shall continue to be obligated under such guaranty obligations pursuant to Section 3.04.

In the event of any such resignation, Fannie Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Fannie Mae shall have resigned. Fannie Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Section 7.02 Merger or Consolidation. Any corporation or other entity into which Fannie Mae is merged or consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which Fannie Mae shall be a party, or any corporation or other entity succeeding to the business of Fannie Mae, shall succeed to and assume all duties imposed upon Fannie Mae in its corporate capacity and in its capacity as Trustee by the terms of this Trust Agreement, without the filing of any instrument or the performance of any further act by Fannie Mae or any Certificateholder. Fannie Mae promptly shall furnish written notice of such succession to all Certificateholders.

Section 7.03 Succession upon Default. Each of the following events shall constitute an Event of Default by Fannie Mae hereunder:

(a) any failure by Fannie Mae to distribute to Holders of Certificates of any Class any distribution required to be made under the terms of such Certificates and this Trust Agreement which continues unremedied for a period of fifteen days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Fannie Mae by the Holders of 5% of the Certificates; or

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(b) failure on the part of Fannie Mae duly to observe or perform in any material respect any other of the covenants or agreements on the part of Fannie Mae in the Certificates or in this Trust Agreement which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Fannie Mae by the Holders of 25% of the Certificates; or

(c) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Fannie Mae and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or

(d) Fannie Mae shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to Fannie Mae or to all or substantially all of its property; or

(e) Fannie Mae shall admit in writing its inability to pay its debts generally as they become due, file a petition to invoke any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligation.

Upon the occurrence of an Event of Default, and so long as such Event of Default shall not have been remedied, the Holders of 25% of the Certificates may (a) terminate all obligations and duties imposed upon Fannie Mae in its corporate capacity (other than its continuing obligations as set forth in the first paragraph of Section 7.01) and in its capacity as Trustee of the Trust under this Trust Agreement, and (b) name and appoint a successor or successors (in case such Holders of Certificates shall appoint a separate Person to act as Trustee) to succeed to and to assume all of such obligations (other than its guaranty obligations as set forth in the first paragraph of Section 7.01) and duties and to the legal title to the Mortgage Loans and other assets comprising the Trust. Such actions shall be effected by notice in writing to Fannie Mae and shall become effective upon receipt of such notice by Fannie Mae and the acceptance of such appointment by such successor or successors.

On and after the receipt by Fannie Mae of such written notice and the acceptance by the successor or successors to Fannie Mae, all obligations (other than its continuing obligations as set forth in the first paragraph of Section 7.01) and duties imposed upon Fannie Mae in its corporate capacity and in its capacity as Trustee under this Trust Agreement shall pass to and vest in the successor or successors named in the notice and such successor or successors shall be authorized, and hereby are authorized, to take all such action and execute and deliver all such instruments and documents on behalf of Fannie Mae, as attorney in fact or otherwise, as may be necessary and appropriate to effect the purposes of such written notice, including, without limitation, the transfer of legal title in and to the Mortgage Loans and all proceeds and avails thereof then held by Fannie Mae.

Section 7.04 Fannie Mae as Holder. Fannie Mae shall have the right to purchase and hold for its own account any Certificate issued pursuant to the terms of this Trust

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Agreement, notwithstanding the rights and duties conferred and imposed upon Fannie Mae by this Trust Agreement. In determining whether the Holders of the requisite amount of Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Certificate held by Fannie Mae in its corporate capacity shall be disregarded and deemed not to be outstanding.

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ARTICLE VIII.

TERMINATION

Section 8.01 Termination.

(a) The respective obligations and responsibilities of Fannie Mae in its corporate capacity and in its capacity as Trustee created hereby shall terminate with respect to the A1, A2, A3, IO and PO Classes upon the last action required to be taken by the Trustee pursuant to this Article VIII following the earlier of:

(i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Loan remaining in the Trust; or

(ii) the purchase by the Servicer of all Group 1 Loans and any other related assets of the Trust at a price equal to the outstanding principal balance of each Group 1 Loan (together with one month’s interest thereon at the applicable Net Mortgage Interest Rate).

(b) The right of the Servicer to purchase all the Group 1 Loans and any other related assets of the Trust pursuant to clause (a)(ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group 1 Loans as of the Distribution Date upon which the final distribution with respect to the A1, A2, A3, IO and PO Classes is to be made being less than five percent of the Issue Date Aggregate Principal Balance of the Group 1 Loans.

(c) The respective obligations and responsibilities of Fannie Mae in its corporate capacity and in its capacity as Trustee created hereby shall terminate with respect to the A4 Class upon the last action required to be taken by the Trustee pursuant to this Article VIII following the earlier of:

(i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Loan remaining in the Trust; or

(ii) the purchase by the Servicer of all Group 2 Loans and any other related assets of the Trust at a price equal to the outstanding principal balance of each Group 2 Loan (together with one month’s interest thereon at the applicable Net Mortgage Interest Rate).

(d) The right of the Servicer to purchase all the Group 2 Loans and any other related assets of the Trust pursuant to clause (c)(ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group 2 Loans as of the Distribution Date upon which the final distribution with respect to the A4 Class is to be made being less than five percent of the Issue Date Aggregate Principal Balance of the Group 2 Loans.

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In no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.

Notice of any termination shall be given promptly by Fannie Mae to Holders of Certificates by publication of a Class Factor equal to zero for each outstanding Class of Certificates not later than the eleventh Business Day of the month of the related Distribution Date.

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ARTICLE IX.

Supplemental Agreements

Section 9.01 Permissible Without Action by Certificateholders. Fannie Mae and the Trustee, from time to time and at any time, may, without the consent of or notice (other than in the case of any instrument supplemental hereto pursuant to clause (b) below) to any Holder of a Certificate, enter into an agreement or other instrument supplemental hereto and which thereafter shall form a part hereof, for any one or more of the following purposes:

(a) to add to the covenants of Fannie Mae or to cure any ambiguity or correct any error;

(b) to evidence the succession pursuant to Article VII of another Person or Persons to Fannie Mae and the assumption by such successor or successors of the obligations of Fannie Mae hereunder in its corporate capacity or in its capacity as Trustee or in both such capacities;

(c) to eliminate any right reserved to or conferred upon Fannie Mae in its corporate capacity; or

(d) to take such action to supplement any provision in this Trust Agreement as Fannie Mae may deem necessary or desirable, provided such action shall not adversely affect the interests of any Holder of any Class which is outstanding immediately prior to the execution of such instrument supplemental hereto.

Section 9.02 Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of 66% of the Certificates, (a) compliance by Fannie Mae with any of the terms of this Trust Agreement may be waived or (b) Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided that no such waiver or Supplemental Agreement shall:

A. without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or

B. without the consent of all Certificateholders (i) terminate or modify Fannie Mae’s guaranty obligations pursuant to Section 3.04, or (ii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement.

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It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof.

Promptly after the execution of any Supplemental Agreement pursuant to this Section, Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

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ARTICLE X.

Miscellaneous

Section 10.01 Holders. The death or incapacity of any Holder shall not operate to terminate this Trust Agreement nor entitle such Holder’s legal representative or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the affairs of the Trust, nor otherwise affect the rights, duties and obligations of any of the parties to this Trust Agreement.

No Holder shall have any right to control or to participate in the control and administration of the Trust, nor shall any of the terms of this Trust Agreement be construed to constitute the Holders and Fannie Mae as partners or members of an association, nor shall any Holder have any duty or liability to any third person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof.

No Holder shall have any right by virtue of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement unless an Event of Default shall have occurred and be continuing in respect of the Trust Agreement. For the protection and enforcement of the provisions of this Section, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 10.02 Governing Law. The terms of this Trust Agreement shall be construed in accordance with the laws of the District of Columbia.

Section 10.03 Demands, Notices, Communications. All formal demands, notices and communications by and between Fannie Mae and the Holder of any Certificate or any Definitive Certificate shall be in writing and delivered in person or by first class mail, postage prepaid (a) if to Fannie Mae or the Paying Agent, to the Corporate Secretary of Fannie Mae, 3900 Wisconsin Avenue, N.W., Washington, D.C. 20016, or to such other address as shall be set forth in a notification to Holders or (b) if to the Depository or the Clearing Agent, to the Manager, Reorganization Department, The Depository Trust Company, 7 Hanover Square, 23rd Floor, New York, New York 10004-2695 or (c) if to the Holder of a Definitive Certificate, to such Holder at the address shown in the Certificate Register or (d) if to the Certificate Registrar or the Transfer Agent, to the Corporate Trust Office thereof located at 225 Franklin Street, Boston, MA 02110 or (e) if to the Holder of a Book-Entry Certificate, to the Depository at the address provided above. Any Person sending a notification to such Holder shall send copies of such notification as provided herein to Fannie Mae, the Certificate Registrar, the Paying Agent and the Transfer Agent. Any notice mailed in the manner provided above within the time, if any, prescribed in this Trust Agreement, or if no such time is specified, five Business Days after mailing, shall be conclusively presumed to have been duly given whether or not such Holder receives such notice. Fannie Mae shall furnish to any Certificateholder, upon request, a copy of this Trust Agreement (without attachments).

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Section 10.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Trust Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Trust Agreement and shall in no way affect the validity or enforceability of the other provisions of this Trust Agreement or of the Certificates or the rights of the Holders thereof.

Section 10.05 Depository as Agent. For each Book-Entry Certificate, the Depository shall be considered to be acting as the agent of Fannie Mae in providing to and conferring upon the related Certificateholders, as such Certificateholders shall appear on the records of such Depository, the substantive rights and benefits that are provided for herein for Holders of such Certificates. Accordingly, the substantive effect of all provisions herein providing rights and benefits to Holders of such Certificates, including, without limitation, provisions relating to distributions, voting and notices, shall apply to such record owners on the books of the Depository, acting as agent for Fannie Mae.

Section 10.06 Allocation of Voting Rights. In connection with actions specified in this Trust Agreement that may be taken by Holders of Certificates evidencing specified percentages, such percentages are hereby deemed to represent percentages of the Certificates of all Classes in the aggregate; provided, however, that the percentage allocated to Holders of Certificates of the Interest Only Class shall be 1.5% in the aggregate, with the remaining 98.5% being allocated among all other Classes in the aggregate on a pro rata basis.

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IN WITNESS WHEREOF, the parties hereto hereby execute this Trust Agreement, as of the day and year first above written.

FANNIE MAE, in its corporate capacity, and as Trustee

By: Vice President

[SEAL]

Attest: Assistant Secretary

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Schedule 1

MORTGAGE ASSET SCHEDULE

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EXHIBIT A

THIS [ ] CLASS CERTIFICATE, [TOGETHER WITH INTEREST THEREON,] IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THAN FANNIE MAE.

[INTEREST ACCRUED ON THE CERTIFICATE BALANCE OF THIS IO CLASS CERTIFICATE IS DISTRIBUTABLE MONTHLY AS SET FORTH HEREIN; HOWEVER, THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND, ACCORDINGLY, NO DISTRIBUTIONS OF PRINCIPAL SHALL BE MADE IN RESPECT OF THIS CERTIFICATE.]

[PRINCIPAL OF THIS PO CLASS CERTIFICATE IS DISTRIBUTABLE MONTHLY AS SET FORTH HEREIN; HOWEVER, NO INTEREST WILL ACCRUE ON THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND, ACCORDINGLY, NO DISTRIBUTION OF INTEREST SHALL BE MADE IN RESPECT OF THIS CERTIFICATE.]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO FANNIE MAE, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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Pursuant to Trust Agreement Dated as of December 1, 2002

Fannie Mae

Guaranteed Grantor Trust Pass-Through Certificate evidencing an undivided beneficial ownership interest in

Fannie Mae Grantor Trust 2002-T19

Issued by FANNIE MAE

[ ] Class Original Certificate [Notional] Principal Balance: $

Issue Date: December 1, 2002 [Interest Rate:]

Certificate No.: Final Distribution Date: [•]

CUSIP No: Registered Holder: Cede & Co.

FANNIE MAE, a body corporate organized and existing under the laws of the United States (“Fannie Mae”, which term includes any successor), in its corporate capacity, for value received, hereby promises to distribute to the Registered Holder identified above or registered assigns (the “Holder”), subject to the terms and conditions of the trust agreement dated as of December 1, 2002 (the “Trust Agreement”), between Fannie Mae in its corporate capacity and Fannie Mae as trustee (the “Trustee”), [the principal sum equal to the principal amount stated above] [interest at the variable Interest Rate specified above (computed on the basis of a 360-day year of twelve 30-day months) on the remaining notional principal amount of this Certificate] from time to time as provided in the Trust Agreement, on the 25th day of each month (or, if the 25th is not a Business Day, the Business Day immediately following the 25th day) (each, a “Distribution Date”), commencing in January 2003 and ending on or before the Final Distribution Date specified above, [and to distribute interest (computed on the basis of a 360-day year of twelve 30-day months) on the remaining principal amount of this Certificate from time to time as provided in the Trust Agreement] until the Certificate [Notional] Principal Balance of the [ ] Class Certificates has been reduced to zero[, at the per annum rate specified above].

[As reflected in the Trust Agreement, the IO Class consists of three payment components for purposes of calculating payments, the IO-1 Component, the IO-2 Component and the IO-3 Component. These components are not separately transferable. Accordingly, the payment characteristics of the IO Class will reflect a combination of the payment characteristics of the related Components.]

This Certificate is one of a duly authorized issue of Guaranteed Grantor Trust Pass-Through Certificates of Fannie Mae (herein called the “Certificates”), representing the beneficial ownership of Fannie Mae Grantor Trust 2002-T19 (herein called the “Trust”), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and supplements thereto reference is hereby made for a statement of the respective rights thereunder

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of Fannie Mae, the Trustee, and the Holders of the Certificates of each Class thereof and the terms upon which this Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Certificate which are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement.

Beneficial ownership of the Certificates may be held only in book-entry form through the Holder hereof and its participating member firms. The Holder hereof, by its acceptance of this Certificate, agrees to be bound by the Trust Agreement. The Holder of this Certificate agrees to, and shall be bound by, the book-entry procedures set forth in the Trust Agreement.

Distributions on this Certificate shall be made by wire transfer in immediately available funds by the Paying Agent not later than the related Distribution Date to the Certificateholder as of the preceding Record Date as it appears on the Certificate Register or to its nominee; provided, however, that the final distribution in respect of this Certificate shall be made only upon presentation and surrender of this Certificate at the Corporate Trust Office as specified in the Trust Agreement. Any reduction in the [notional] principal amount of this Certificate (or any predecessor Certificate) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not noted hereon. The Record Date for each Distribution Date is the last day of the month preceding the month in which such Distribution Date occurs.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Fannie Mae and the rights of the Certificateholders under the Trust Agreement at any time by Fannie Mae with the consent of the Holders of Certificates of each Class having Certificate Balances aggregating not less than 66% of the aggregate Certificate Balance of the Certificates of such Class. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

In addition, certain actions specified in the Trust Agreement that may be taken by Holders of Certificates evidencing a specified percentage of all undivided interests in the Trust may be taken by Holders of Certificates entitled in the aggregate to such percentage of voting rights. The percentage of the voting rights allocated among Holders of the IO Class Certificates shall be 1.5%; the percentage of the voting rights allocated among Holders of all other Classes of Certificates [(including the PO Class Certificates)] in the aggregate shall be 98.5%. The voting rights allocated to each Class of Certificates (other than the IO Class) shall be allocated among all Holders of each such Class in proportion to the outstanding Class Balance of such Certificates.

This Certificate is issuable only as a registered Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register of Fannie Mae upon surrender of this Certificate for registration of transfer at the office or agency maintained by Fannie Mae for such purpose, duly

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endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Fannie Mae and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and such other documents as Fannie Mae, the Trustee or the Certificate Registrar may require, and thereupon a new Certificate for the same initial Certificate Principal Balance will be issued to the designated transferee.

A service charge in an amount determined by Fannie Mae shall be imposed for any registration of transfer or exchange of this Certificate, and Fannie Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither Fannie Mae nor the Trustee, the Certificate Registrar or any agent of Fannie Mae shall be affected by notice to the contrary.

This Certificate and the Trust Agreement shall be construed in accordance with, and governed by, the substantive laws of the District of Columbia applicable to agreements made and to be performed therein.

This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Unless the certificate of authentication hereon has been executed by or on behalf of the Certificate Registrar by manual or facsimile signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

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IN WITNESS WHEREOF, Fannie Mae has caused this [ ] Class Certificate to be duly executed by manual or facsimile signature under its official seal.

FANNIE MAE

By: Vice President

(Seal) Attest:

Assistant Secretary

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CERTIFICATE OF AUTHENTICATION

This is the [ ] Class Certificate referred to in the within-mentioned Trust Agreement.

STATE STREET BANK AND TRUST COMPANY, Certificate Registrar

Dated: By: Authorized Signatory