Fannie Mae 2004 Annual Report Download - page 242

(2)
This information is based solely on information contained in a Schedule 13G filed with the SEC on February 14, 2006
by AXA Financial, Inc. Alliance Capital Management L.P. is a majority-owned subsidiary of AXA Financial, Inc.
According to the Schedule 13G, AXA Financial beneficially owns 66,300,303 shares of our common stock, with sole
voting power for 48,275,448 shares, shared voting power for 3,999,763 shares, sole dispositive power for
66,275,977 shares and shared dispositive power for 24,326 shares.
(3)
This information is based solely on information contained in a Schedule 13G/A filed with the SEC on February 13,
2006 by Citigroup Inc.. According to the Schedule 13G/A, Citigroup Inc. beneficially owns 53,716,795 shares of our
common stock, with shared voting and dispositive power for all such shares.
Item 13. Certain Relationships and Related Transactions
Described below are certain business transactions, employment and compensation arrangements and charitable
donations that we have engaged in since January 1, 2004 with parties who are, or who are related in some
way to, our officers, directors or holders of more than 5% of our common stock.
Transactions with 5% Shareholders
Citigroup Inc. (“Citigroup”) beneficially owned more than 5% of the outstanding shares of our common stock
as of December 31, 2005, and Barclays PLC and its affiliates (“Barclays”) beneficially owned more than 5%
of the outstanding shares of our common stock as of December 31, 2003. Since January 1, 2004, we have
engaged in securities and other financial instrument transactions in the ordinary course of business with each
of Citigroup and Barclays and their respective affiliates. We have extensive, multi-billion dollar relationships
with Citigroup and Barclays. Each of Citigroup and Barclays, or their affiliates, have acted as dealers who
distribute our debt securities, dealers who commit to sell or buy mortgage securities or loans, issuers of
investments in our liquid investment portfolio, derivatives counterparties and counterparties who have been
involved in other financial instrument transactions with us. These transactions were on substantially the same
terms as those prevailing at the time for comparable transactions with unrelated third parties.
Transactions with The Duberstein Group
Mr. Duberstein is Chairman and Chief Executive Officer of The Duberstein Group, Inc., an independent
strategic planning and consulting company. Our contract with The Duberstein Group provides that The
Duberstein Group shall provide consulting services related to legislative and regulatory issues, and associated
matters. The firm has provided services to us since 1991. During 2004, 2005 and 2006 the firm provided
services on an annual fixed-fee basis of $375,000. Mr. Duberstein is a non-independent Fannie Mae director.
Employment Relationships
Patrick Swygert Jr., the son of our director, Mr. Swygert, was a non-officer employee in our eBusiness
Marketing area. Mr. Swygert’s son was paid approximately $59,000 in 2004 in salary and cash bonus. He also
received benefits under our compensation and benefit plans that are generally available to our employees,
including our employee stock purchase plan and employee stock ownership plan. Mr. Swygert’s son left our
employment in 2004.
Barbara Spector, the sister of our Chief Business Officer, Mr. Levin, is a non-officer employee in our
Enterprise Systems Operations division. From January 1, 2004 through November 1, 2006, we paid or awarded
Ms. Spector approximately $329,000 in salary and cash bonuses, including amounts that she will receive in
full only if she remains employed by us until early 2010. For 2004 and 2005, she has also received an
aggregate of 394 shares of our common stock in the form of restricted stock that vests over four years. She
also receives benefits under our compensation and benefit plans that are generally available to our employees,
including our retirement plan, employee stock purchase plan and employee stock ownership plan. The
Enterprise Systems Operations division does not report, nor has it ever reported, to Mr. Levin.
Rebecca Senhauser, the wife of William Senhauser, our Chief Compliance Officer, is a Senior Vice President
in our Housing and Community Development division. From January 1, 2004 through November 1, 2006, we
paid or awarded Ms. Senhauser approximately $1,717,000 in salary and cash bonuses, including some amounts
that Ms. Senhauser will receive in full only if she remains employed by us until early 2010. For 2004 and
2005, she has also received an aggregate of 18,973 shares of our common stock in the form of restricted stock
that vests over three or four years. Ms. Senhauser also receives benefits under our compensation and benefit
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