FINAL VERSION - Fannie Mae€¦ · 12-RG Certificate, as the context requires. Settlement Date: February 27, 2009. Section 2. Additional Defined Terms. Whenever used in this Issue

FINAL VERSION

FEDERAL NATIONAL MORTGAGE ASSOCIATION

ISSUE SUPPLEMENT

Dated as of February 1, 2009

TO REMIC MASTER TRUST AGREEMENT Dated as of August 1, 2007

for GUARANTEED REMIC PASS-THROUGH CERTIFICATES

Series Designation Issue Date 2009-12 February 1, 2009

THIS ISSUE SUPPLEMENT accompanies and supplements a certain REMIC Master Trust Agreement, dated as of August 1, 2007 (the “Trust Agreement”), published by the Federal National Mortgage Association (“Fannie Mae”). Unless otherwise specified, certain words and phrases appearing herein, characterized by initial capital letters, are defined in such Trust Agreement and will have the meanings so defined.

The collective terms of such Trust Agreement and this Issue Supplement will govern the composition of the Trust Fund, the beneficial ownership of which is evidenced by the Series of Certificates having the above designation, and have no applicability to any other trust fund. If any provision of this Issue Supplement conflicts with or contradicts a provision of the Trust Agreement, the provisions of this Issue Supplement will control.

By its publication of this Issue Supplement, Fannie Mae will be deemed to have declared its intent that each of Lower Tier REMIC I, Upper Tier REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed under the Trust Agreement and this Issue Supplement will constitute, and the affairs of each of Lower Tier REMIC I, Upper Tier REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI will be conducted so as to qualify as, a REMIC pursuant to Section 860D of Subchapter M of Chapter 1 of the Code. The date designated as the “startup day” of each such REMIC within the meaning of Section 860G(a)(9) of the Code will be the Settlement Date.

Section 1. Applicable Trust Agreement Provisions.

The following terms defined in Section 1.01 of the Trust Agreement will have the following meanings for the Series of Certificates authorized hereby:

Issue Date: February 1, 2009.

Prospectus Supplement: The Prospectus Supplement dated February 24, 2009, relating to the Guaranteed REMIC Pass-Through Certificates, Fannie Mae REMIC Trust 2009-12, as the same may be amended or supplemented from time to time.

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Residual Certificate: The Class 12-R Certificate, Class 12-RL Certificate, Class 12-RA Certificate, Class 12-RB Certificate, Class 12-RD Certificate, Class 12-RE Certificate or Class 12-RG Certificate, as the context requires.

Settlement Date: February 27, 2009.

Section 2. Additional Defined Terms.

Whenever used in this Issue Supplement, the following words and phrases will have the following meanings:

Lower Tier Regular Interests: As defined in the Prospectus Supplement.

Lower Tier REMIC I: As defined in the Prospectus Supplement.

Regular Certificates: As defined in the Prospectus Supplement.

REMIC II: As defined in the Prospectus Supplement.

REMIC III: As defined in the Prospectus Supplement.

REMIC IV: As defined in the Prospectus Supplement.

REMIC V: As defined in the Prospectus Supplement.

REMIC VI: As defined in the Prospectus Supplement.

Upper Tier REMIC I: As defined in the Prospectus Supplement.

Section 3. Additional Provisions.

The following provisions are hereby added to the Trust Agreement solely in connection with the Series of Certificates authorized by this Issue Supplement.

(a) Section 2.12(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following:

“(a) The Issuer hereby declares its intent that the Trust formed pursuant to the related Trust Documents will constitute, and the affairs of such Trust will be conducted so as to qualify as, multiple REMICs pursuant to Section 860D of Subchapter M of Chapter 1 of the Code.

The RL Class Certificate is hereby designated as the sole “residual interest” in Lower Tier REMIC I within the meaning of Section 860G(a)(2) of the Code, and the Lower Tier Regular Interests are hereby designated as “regular

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interests” in Lower Tier REMIC I within the meaning of Section 860G(a)(1) of the Code. The R Class Certificate is hereby designated as the sole “residual interest” in Upper Tier REMIC I within the meaning of Section 860G(a)(2) of the Code, and the LC, FA, PO, AO, AI, CO, CI, DO, DI, KA, AZ, KI, DA, ID, ND, NI, NU, LP, LK, AK, IO and LI Classes of REMIC Certificates are hereby designated as the “regular interests” in Upper Tier REMIC I within the meaningof Section 860G(a)(1) of the Code.

The RA Class Certificate is hereby designated as the sole “residual interest” in REMIC II within the meaning of Section 860G(A)(2) of the Code, and the LA Class of REMIC Certificates is hereby designated as the “regular interest” in REMIC II within the meaning of Section 860G(a)(1) of the Code.

The RB Class Certificate is hereby designated as the sole “residual interest” in REMIC III within the meaning of Section 860G(A)(2) of the Code, and the LB Class of REMIC Certificates is hereby designated as the “regular interest” in REMIC III within the meaning of Section 860G(a)(1) of the Code.

The RD Class Certificate is hereby designated as the sole “residual interest” in REMIC IV within the meaning of Section 860G(A)(2) of the Code, and the LD Class of REMIC Certificates is hereby designated as the “regular interest” in REMIC IV within the meaning of Section 860G(a)(1) of the Code.

The RE Class Certificate is hereby designated as the sole “residual interest” in REMIC V within the meaning of Section 860G(A)(2) of the Code, and the LE Class of REMIC Certificates is hereby designated as the “regular interest” in REMIC V within the meaning of Section 860G(a)(1) of the Code.

The RG Class Certificate is hereby designated as the sole “residual interest” in REMIC VI within the meaning of Section 860G(A)(2) of the Code, and the LG Class of REMIC Certificates is hereby designated as the “regular interest” in REMIC VI within the meaning of Section 860G(a)(1) of the Code.

The date designated as the “startup day” of each REMIC formed hereunder within the meaning of Section 860G(a)(9) of the Code will be the Settlement Date.”

(b) The first sentence of Section 2.12(c) of the Trust Agreement is hereby deleted and replaced in its entirety by the following:

“The Trustee will act as the tax matters person for each such REMIC in a fiduciary capacity for the Holder of the R Class, the RA Class Certificate, the RB Class Certificate, the RD Class Certificate, the RE Class Certificate, the RG Class Certificate and the RL Class Certificate.”

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(c) Pursuant to Section 4.02(c) of the Trust Agreement, the AO Class of Depository Certificates will be represented by a global certificate substantially in the form of Exhibit C-1 to this Issue Supplement, the KI and LI Classes of Depository Certificates will be represented by global certificates substantially in the form of Exhibit C-2 to this Issue Supplement, and the LA, LB, LC, LD, LE, LG, LP and LK Classes of Depository Certificates will be represented by global certificates substantially in the form of Exhibit C-3 to this Issue Supplement.

(d) Section 4.03(h) of the Trust Agreement is hereby deleted and replaced in its entirety by the following:

“(h) The Trustee will instruct the Paying Agent to distribute to the Holder of the R Class Certificate the proceeds of the remaining assets, if any, of Upper Tier REMIC I, after the Class Balances of the related Classes of Regular Certificates have been reduced to zero. The Trustee will instruct the Paying Agent to distribute to the Holder of the RL Class Certificate the proceeds of the remaining assets, if any, of Lower Tier REMIC I, after the principal balances of the Lower Tier Regular Interests have been reduced to zero. The Trustee will instruct the Paying Agent to distribute to the Holder of the RA Class Certificate the proceeds of the remaining assets, if any, of REMIC II, after the Class Balance of the related Class of Regular Certificates has been reduced to zero. The Trustee will instruct the Paying Agent to distribute to the Holder of the RB Class Certificate the proceeds of the remaining assets, if any, of REMIC III, after the Class Balance of the related Class of Regular Certificates has been reduced to zero. The Trustee will instruct the Paying Agent to distribute to the Holder of the RD Class Certificate the proceeds of the remaining assets, if any, of REMIC IV, after the Class Balance of the related Class of Regular Certificates has been reduced to zero. The Trustee will instruct the Paying Agent to distribute to the Holder of the RE Class Certificate the proceeds of the remaining assets, if any, of REMIC V, after the Class Balance of the related Class of Regular Certificates has been reduced to zero. The Trustee will instruct the Paying Agent to distribute to the Holder of the RG Class Certificate the proceeds of the remaining assets, if any, of REMIC VI, after the Class Balance of the related Class of Regular Certificates has been reduced to zero.”

(e) The initial annual Interest Rates for the Classes listed below will be as follows:

Class Interest Rate

FA . . . . 1.03375%

AI . . . . 6.02625%

CI . . . . 6.12625%

DI . . . . 5.55625%

EXHIBIT A

MORTGAGE-BACKED SECURITY SCHEDULE

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EXHIBIT B 2009-12 LOWER TIER REMIC I SCHEDULE

Lower Tier Original Final Interest Companion Class Interest Distribution Designation Classes Balance Rate Date

1 LC $25,182,204 (1) (2) 2 FA 35,012,910 (1) (2) 3 PO 1,296,775 (3) (2) 4 AO 20,140,946 (3) (2) 5 AI (4) (4) (2) 6 CO 19,184,109 (3) (2) 7 CI (4) (4) (2) 8 DO 17,823,751 (3) (2) 9 DI (4) (4) (2) 10 KA, KI 160,996,000 6.000% (2) 11 AZ, KI 24,004,000 6.000% (2) 12 DA, ID 340,500,000 4.500% (2) 13 ND, NI 25,000,000 5.500% (2) 14 NU 4,411,765 5.500% (2) 15 LP 29,994,574 (1) (2) 16 LK 20,000,000 (1) (2) 17 AK, IO 80,000,000 4.500% (2) 18 LI (4) (4) (2) Class RL (5) (5)

(1) This Class will bear interest at the same rate as the related Companion Class.

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(2) The Final Distribution Date for this Class will be the same as the Final Distribution Date for the related Companion Class(es); provided, however, that if this Class has two or more Companion Classes and their Final Distribution Dates are not the same, the Final Distribution Date for this Class will be the same as the Final Distribution Date for the related Companion Class having the latest (or later, as the case may be) Final Distribution Date.

(3) This Class will be a principal only Class and will not bear interest. (4) This Class will be a notional Class, will have a notional principal balance equal at all times to the notional

principal balance of the related Companion Class, and will bear interest on its notional principal balance at the same rate as the related Companion Class.

(5) The RL Certificate will not have a Class Balance and will not bear interest.

EXHIBIT C-1

FORM OF AO CLASS REMIC CERTIFICATE

THIS CLASS 12-AO REMIC CERTIFICATE 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.

THIS CLASS 12-AO REMIC CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THIS CLASS 12-AO REMIC CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF REMIC CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A “CLEARING CORPORATION” AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO FANNIE MAE OR ITS AGENT 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 a REMIC Master Trust Agreement Dated as of August 1, 2007 and

Issue Supplement dated as of February 1, 2009

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

Fannie Mae REMIC Trust 2009-12

Issued by FANNIE MAE

Class: 12-AO Original Class Balance: $

Issue Date: February 1, 2009 Principal Only Class

Certificate No.: 1 Final Distribution Date:

CUSIP No.: Registered Holder: Cede & Co.

Taxpayer Identification Number:

FEDERAL NATIONAL MORTGAGE ASSOCIATION, 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 REMIC master trust agreement dated as of August 1, 2007, as supplemented by an issue supplement dated as of February 1, 2009 relating to Fannie Mae REMIC Trust 2009-12, and the RCR master trust agreement dated as of August 1, 2007, as supplemented by an RCR issue supplement dated as of February 1, 2009 relating to Fannie Mae Trust 2009-RCR12 (together, the “Trust Agreement”), between Fannie Mae in its corporate capacities as issuer and guarantor, and Fannie Mae as trustee (the “Trustee”), the principal sum equal to the principal amount stated above from time to time as provided in the Trust Agreement, on the 25th day of each month (or, if such 25th day is not a Business Day, on the first Business Day next succeeding such 25th day) (each, a “Distribution Date”), commencing in March 2009 and ending on or before the Final Distribution Date specified above, until the Class Balance of the Class 12-AO REMIC Certificates has been reduced to zero. This Certificate is a principal only Certificate and does not bear interest.

This Class 12-AO REMIC Certificate represents a “regular interest” in a “real estate mortgage investment conduit” as those terms are defined in the Internal Revenue Code of 1986, as amended.

This Class 12-AO REMIC Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the “REMIC Certificates”), representing the beneficial ownership of Fannie Mae REMIC Trust 2009-12 (herein called the “Trust Fund”), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the REMIC Certificates of each Class thereof and the terms upon which this Class 12-AO REMIC Certificate is, and is to be, authenticated and made available.

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All capitalized terms used in this Class 12-AO REMIC Certificate that are defined in the Trust Agreement will have the meanings assigned to them in the Trust Agreement, as so supplemented or amended.

Beneficial ownership of the Class 12-AO REMIC 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 will be bound by, the book-entry procedures set forth in the Trust Agreement.

Distributions on this Class 12-AO REMIC Certificate will 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 Class 12-AO REMIC Certificate will be made only upon presentation and surrender of this Class 12-AO REMIC Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the principal amount of this Class 12-AO REMIC Certificate (or any predecessor Class 12-AO REMIC Certificate) effected by any payments made on any Distribution Date will be binding upon all future Holders of this Class 12-AO REMIC Certificate and of any Class 12-AO REMIC 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.

As provided in the Trust Agreement, beneficial ownership interests in this Class of Certificates, together with beneficial ownership interests in each Class of Combinable Certificates included in the same Certificate Group, may be exchanged for beneficial ownership interests in the Class or Classes of RCR Certificates included in such Certificate Group. Any such exchange shall be upon the terms specified in the Trust Agreement and may be effected only through the Holder hereof.

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 the Issuer and the Trustee with the consent of the Holders of REMIC Certificates of each Class representing not less than 51% of the Voting Rights of such Class. Any such consent by the Holder of this Class 12-AO REMIC Certificate will be conclusive and binding on such Holder and upon all future Holders of this Class 12-AO REMIC Certificate and of any Class 12-AO REMIC 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 Class 12-AO REMIC Certificate. The Trust Agreement also permits the amendment thereof in certain limited circumstances, without the consent of the Holders of any of the REMIC Certificates.

This Class 12-AO REMIC Certificate is issuable only as a registered Class 12-AO REMIC Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Class 12-AO REMIC Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Class 12-AO REMIC Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the

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Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Class 12-AO REMIC Certificate for the same initial Certificate Balance will be issued to the designated transferee.

A service charge in an amount determined by the Trustee will be imposed for any registration of transfer or exchange of this Class 12-AO REMIC Certificate and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Class 12-AO REMIC Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary.

This Class 12-AO REMIC Certificate and the Trust Agreement will 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 (without giving effect to conflicts of law principles).

This Class 12-AO REMIC 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 Class 12-AO REMIC 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 Class 12-AO REMIC Certificate will not be entitled to any benefit under the Trust Agreement, or be valid for any purpose.

* * * * * * * *

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Class 12-AO REMIC Certificate to be duly executed by manual or facsimile signature.

FANNIE MAE, in its corporate capacity as Issuer By: ____________________________ Authorized Officer

FANNIE MAE, in its capacity as Trustee By: ____________________________ Authorized Officer

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CERTIFICATE OF AUTHENTICATION

This is one of the Class 12-AO REMIC Certificates referred to in the within-mentioned Trust Agreement.

U.S. BANK NATIONAL ASSOCIATION, Certificate Registrar

Dated: By: ___________________________________ Authorized Signatory

EXHIBIT C-2

FORM OF [KI][LI] CLASS REMIC CERTIFICATE

THIS CLASS 12-[KI][LI] REMIC 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 NOTIONAL PRINCIPAL BALANCE OF THIS 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.

THIS CLASS 12-[KI][LI] REMIC CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THIS CLASS 12-[KI][LI] REMIC CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF REMIC CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A “CLEARING CORPORATION” AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE.


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Class: 12-[KI][LI] Original Notional Class Balance: $

Issue Date: February 1, 2009 Interest Rate:




FEDERAL NATIONAL MORTGAGE ASSOCIATION, 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 REMIC master trust agreement dated as of August 1, 2007, as supplemented by an issue supplement dated as of February 1, 2009 relating to Fannie Mae REMIC Trust 2009-12, and the RCR master trust agreement dated as of August 1, 2007, as supplemented by an RCR issue supplement dated as of February 1, 2009 relating to Fannie Mae Trust 2009-RCR12 (together, the “Trust Agreement”), between Fannie Mae in its corporate capacities as issuer and guarantor, and Fannie Mae as trustee (the “Trustee”), interest at the 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 Class 12-[KI][LI] REMIC Certificate from time to time, computed as provided in the Trust Agreement, on the 25th day of each month (or, if such 25th day is not a Business Day, on the first Business Day next succeeding such 25th day) (each, a “Distribution Date”), commencing in March 2009 and ending on or before the Final Distribution Date specified above, until the Class Balance of the Class 12-[KI][LI] REMIC Certificates has been reduced to zero.

This Class 12-[KI][LI] REMIC Certificate represents a “regular interest” in a “real estate mortgage investment conduit” as those terms are defined in the Internal Revenue Code of 1986, as amended.

This Class 12-[KI][LI] REMIC Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the “REMIC Certificates”), representing the beneficial ownership of Fannie Mae REMIC Trust 2009-12 (herein called the “Trust Fund”), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the REMIC Certificates of each Class thereof and the terms upon which this Class 12-[KI][LI] REMIC Certificate is, and is to be, authenticated and

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made available. All capitalized terms used in this Class 12-[KI][LI] REMIC Certificate that are defined in the Trust Agreement will have the meanings assigned to them in the Trust Agreement, as so supplemented or amended.

Beneficial ownership of the Class 12-[KI][LI] REMIC 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 will be bound by, the book-entry procedures set forth in the Trust Agreement.

Distributions on this Class 12-[KI][LI] REMIC Certificate will 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 Class 12-[KI][LI] REMIC Certificate will be made only upon presentation and surrender of this Class 12-[KI][LI] REMIC Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the principal amount of this Class 12-[KI][LI] REMIC Certificate (or any predecessor Class 12-[KI][LI] REMIC Certificate) effected by any payments made on any Distribution Date will be binding upon all future Holders of this Class 12-[KI][LI] REMIC Certificate and of any Class 12-[KI][LI] REMIC 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.

As provided in the Trust Agreement, beneficial ownership interests in this Class of Certificates, together with beneficial ownership interests in each Class of Combinable Certificates included in the same Certificate Group, may be exchanged for beneficial ownership interests in the Class or Classes of RCR Certificates included in such Certificate Group. Any such exchange shall be upon the terms specified in the Trust Agreement and may be effected only through the Holder hereof.

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 the Issuer and the Trustee with the consent of the Holders of REMIC Certificates of each Class representing not less than 51% of the Voting Rights of such Class. Any such consent by the Holder of this Class 12-[KI][LI] REMIC Certificate will be conclusive and binding on such Holder and upon all future Holders of this Class 12-[KI][LI] REMIC Certificate and of any Class 12-[KI][LI] REMIC 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 Class 12-[KI][LI] REMIC Certificate. The Trust Agreement also permits the amendment thereof in certain limited circumstances, without the consent of the Holders of any of the REMIC Certificates.

This Class 12-[KI][LI] REMIC Certificate is issuable only as a registered Class 12-[KI][LI] REMIC Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Class 12-[KI][LI] REMIC Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Class 12-[KI][LI] REMIC Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form

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satisfactory to the Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Class 12-[KI][LI] REMIC Certificate for the same initial Certificate Balance will be issued to the designated transferee.

A service charge in an amount determined by the Trustee will be imposed for any registration of transfer or exchange of this Class 12-[KI][LI] REMIC Certificate and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Class 12-[KI][LI] REMIC Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary.

This Class 12-[KI][LI] REMIC Certificate and the Trust Agreement will 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 (without giving effect to conflicts of law principles).

This Class 12-[KI][LI] REMIC 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 Class 12-[KI][LI] REMIC 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 Class 12-[KI][LI] REMIC Certificate will not be entitled to any benefit under the Trust Agreement, or be valid for any purpose.

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Class 12-[KI][LI] REMIC Certificate to be duly executed by manual or facsimile signature.



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This is one of the Class 12-[KI][LI] REMIC Certificates referred to in the within-mentioned Trust Agreement.



EXHIBIT C-3

FORM OF [LA][LB][LC][LD][LE][LG][LP][LK] CLASS REMIC CERTIFICATE

THIS CLASS 12- [LA][LB][LC][LD][LE][LG][LP][LK] REMIC 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.

THIS CLASS 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THIS CLASS 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF REMIC CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A “CLEARING CORPORATION” AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE.


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Class: 12-[LA][LB][LC][LD][LE][LG][LP][LK] Original Class Balance: $

Issue Date: February 1, 2009 Variable Interest Rate




FEDERAL NATIONAL MORTGAGE ASSOCIATION, 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 REMIC master trust agreement dated as of August 1, 2007, as supplemented by an issue supplement dated as of February 1, 2009 relating to Fannie Mae REMIC Trust 2009-12, and the RCR master trust agreement dated as of August 1, 2007, as supplemented by an RCR issue supplement dated as of February 1, 2009 relating to Fannie Mae Trust 2009-RCR12 (together, the “Trust Agreement”), between Fannie Mae in its corporate capacities as issuer and guarantor, and Fannie Mae as trustee (the “Trustee”), the principal sum equal to the principal amount stated above from time to time as provided in the Trust Agreement, on the 25th day of each month (or, if such 25th day is not a Business Day, on the first Business Day next succeeding such 25th day) (each, a “Distribution Date”), commencing in March 2009 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 this Certificate from time to time as provided in the Trust Agreement, at the variable Interest Rate described in the Prospectus Supplement, until the Class Balance of the Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificates has been reduced to zero.

This Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate represents a “regular interest” in a “real estate mortgage investment conduit” as those terms are defined in the Internal Revenue Code of 1986, as amended.

This Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the “REMIC Certificates”), representing the beneficial ownership of Fannie Mae REMIC Trust 2009-12 (herein called the “Trust Fund”), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the Certificates of each Class thereof and

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the terms upon which this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate that are defined in the Trust Agreement will have the meanings assigned to them in the Trust Agreement, as so supplemented or amended.

Beneficial ownership of the Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC 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 will be bound by, the book-entry procedures set forth in the Trust Agreement.

Distributions on this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate will 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 Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate will be made only upon presentation and surrender of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the principal amount of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate (or any predecessor Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate) effected by any payments made on any Distribution Date will be binding upon all future Holders of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate and of any Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC 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.

[As provided in the Trust Agreement, beneficial ownership interests in this Class of Certificates, together with beneficial ownership interests in each Class of Combinable Certificates included in the same Certificate Group, may be exchanged for beneficial ownership interests in the Class or Classes of RCR Certificates included in such Certificate Group. Any such exchange shall be upon the terms specified in the Trust Agreement and may be effected only through the Holder hereof.]

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 the Issuer and the Trustee with the consent of the Holders of Certificates of each Class representing not less than 51% of the Voting Rights of such Class. Any such consent by the Holder of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate will be conclusive and binding on such Holder and upon all future Holders of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate and of any Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC 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 Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate. The Trust Agreement also permits the amendment thereof in certain limited circumstances, without the consent of the Holders of any of the Certificates.

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This Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate is issuable only as a registered Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate for the same initial Certificate Balance will be issued to the designated transferee.

A service charge in an amount determined by the Trustee will be imposed for any registration of transfer or exchange of this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary.

This Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate and the Trust Agreement will 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 (without giving effect to conflicts of law principles).

This Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC 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 Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC 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 Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate will not be entitled to any benefit under the Trust Agreement, or be valid for any purpose.

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificate to be duly executed by manual or facsimile signature.



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This is one of the Class 12-[LA][LB][LC][LD][LE][LG][LP][LK] REMIC Certificates referred to in the within-mentioned Trust Agreement.



FINAL VERSION

FEDERAL NATIONAL MORTGAGE ASSOCIATION

RCR ISSUE SUPPLEMENT

Dated as of February 1, 2009

TO RCR MASTER TRUST AGREEMENT Dated as of August 1, 2007

for GUARANTEED GRANTOR TRUST PASS-THROUGH CERTIFICATES

Series Designation Issue Date 2009-12 February 1, 2009

THIS RCR ISSUE SUPPLEMENT accompanies and supplements a certain Trust Agreement, dated as of August 1, 2007, published by the Federal National Mortgage Association (“Fannie Mae”). Unless otherwise specified, certain words and phrases appearing herein, characterized by initial capital letters, are defined in such Trust Agreement and will have the meanings so defined. The collective terms of such Trust Agreement and this RCR Issue Supplement will govern the composition of the Trust Fund, the beneficial ownership of which is evidenced by the Series of Certificates having the above designation, and have no applicability to any other trust fund. If any provision of this RCR Issue Supplement conflicts with or contradicts a provision of the Trust Agreement, the provisions of this RCR Issue Supplement will control. With respect to the Series of Certificates having the above designation, Fannie Mae has deposited into the Trust Fund certificates evidencing the Classes of Fannie Mae Guaranteed REMIC Pass-Through Certificates specified in the related Prospectus Supplement and evidencing beneficial interests in the related REMIC Trust, and intends to issue hereunder the separate Combinable Classes and separate RCR Classes specified in the related Prospectus Supplement.

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Applicable Trust Agreement Provisions

The following terms defined in Article I of the Trust Agreement have the following meanings for the Series of Certificates authorized hereby:

Issue Date: February 1, 2009.

Prospectus Supplement: The Prospectus Supplement dated February 24, 2009, relating to the Guaranteed REMIC Pass Through Certificates, Fannie Mae REMIC Trust 2009-12, as the same may be amended or supplemented from time to time.

REMIC Trust: Fannie Mae REMIC Trust 2009-12.

Settlement Date: February 27, 2009.

Additional Provision

Pursuant to Section 3.02(c) of the Trust Agreement, each Class of Depository Certificates will be represented by a global certificate substantially in the form of Exhibit A hereto.

EXHIBIT A

FORM OF [ ] CLASS CERTIFICATE

THIS 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.

THIS CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A “CLEARING CORPORATION” AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO FANNIE MAE OR ITS AGENT 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 RCR Master Trust Agreement Dated as of August 1, 2007 and RCR Issue Supplement dated as of February 1, 2009

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

Fannie Mae Trust 2009-RCR12


Class: 2009-12-[ ] RCR Class Balance: (1)

Variable Interest Rate

Issue Date: February 1, 2009


CUSIP No: Registered Holder: Cede & Co. Taxpayer Identification Number:

FEDERAL NATIONAL MORTGAGE ASSOCIATION, 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 REMIC master trust agreement dated as of August 1, 2007, as supplemented by an issue supplement dated as of February 1, 2009 relating to Fannie Mae REMIC Trust 2009-12, and the RCR master trust agreement dated as of August 1, 2007, as supplemented by an RCR issue supplement dated as of February 1, 2009 relating to Fannie Mae Trust 2009-RCR12 (together, the “Trust Agreement”), between Fannie Mae in its corporate capacities as issuer and guarantor and Fannie Mae as trustee (the “Trustee”), the principal sum equal to the principal amount stated above from time to time as provided in the Trust Agreement, on the 25th day of each month (or, if the 25th day is not a Business Day, on the first Business Day immediately following such 25th day) (each, a “Distribution Date”), commencing in March 2009 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 this Certificate from time to time as provided in the Trust Agreement, at the variable Interest Rate described in the Prospectus Supplement. (1) The Class Balance hereof will vary as described in the Trust Agreement as a result of (i) distributions in respect of the assets of the Trust Fund, (ii) exchanges for the beneficial ownership interests in the Combinable Certificates referred to in the fifth paragraph hereof and (iii) exchanges of the beneficial ownership interests in such Combinable Certificates for beneficial ownership interests in this Class of Certificates. The maximum initial Class Balance of this Class of Certificates is $[ ].

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This Certificate is one of a duly authorized issue of Guaranteed Grantor Trust Pass-Through Securities of Fannie Mae (herein called the “Certificates”), representing the beneficial ownership of Fannie Mae Trust 2009-RCR12 (herein called the “Trust Fund”), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantor, 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 that are defined in the Trust Agreement will 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 will be bound by, the book-entry procedures set forth in the Trust Agreement.

Distributions on this Certificate will 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 will be made only upon presentation and surrender of this Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the principal amount of this Certificate (or any predecessor Certificate) effected by any payments made on any Distribution Date will 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.

As provided in the Trust Agreement, beneficial ownership interests in this Certificate may be exchanged for beneficial ownership interests in the Class or Classes of Combinable Certificates included in the same Certificate Group as this Certificate. Any such exchange will be upon the terms specified in the Trust Agreement and may be effected only through the Holder hereof.

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 the Issuer and the Trustee with the consent of the Holders of Certificates in amounts specified in the Trust Agreement. Any such consent by the Holder of this Certificate will 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 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.

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 the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such

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Holder’s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Certificate for the same initial Certificate Balance will be issued to the designated transferee.

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

The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary.

This Certificate and the Trust Agreement will 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 (without giving effect to conflicts of law principles).

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 will not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

* * * * * * * * * * *

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Class 2009-12-[ ] RCR Certificate to be duly executed by manual or facsimile signature under its official seal.

FANNIE MAE, in its corporate capacity as Issuer

By: ____________________________ Authorized Officer

FANNIE MAE, in its capacity as Trustee

By: ____________________________ Authorized Officer

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This is one of the Class 2009-12-[ ] RCR Certificates referred to in the within-mentioned Trust Agreement.


Dated: By: Authorized Signatory