2003 Governance Charter: FNM

Nominating & Corporate Governance Committee Charter

1. Members. The Committee shall consist of at least three independent directors, including a chair and such other independent directors as the Board shall appoint. An "independent director" is a director who meets the New York Stock Exchange definition of "independence," as determined by the Board.
2. Purpose, duties and responsibilities. The purpose of the Committee shall be to identify individuals qualified to become members of the Board; recommend to the Board the slate of director nominees to be elected by shareholders; recommend directors to be elected by the Board to fill any vacancies; develop and recommend to the Board a set of corporate governance principles and play a leadership role in shaping the corporation's corporate governance; and handle other matters as the Board or the Committee chair deems appropriate.

The Committee's goals and responsibilities shall be to:

Develop criteria to identify and evaluate prospective candidates for the Board, subject to the authority of the President of the United States to appoint five directors. The Committee shall look for candidates who, as a group, meet the corporation's strategic needs; possess the highest personal values, judgment and integrity; have an understanding of the regulatory and policy environment in which the corporation does its business; and have diverse experience in the key business, financial, and other challenges that face a major American enterprise.
Recommend to the Board potential nominees to the Board, and the renomination of incumbent directors as appropriate.
Oversee the evaluation of the Board and senior management.
Develop and monitor implementation of the corporate governance guidelines and key practices, and conduct periodic benchmarking of corporate governance practice and as needed, recommend appropriate changes.
Review and recommend to the Board retirement and other tenure policies for directors.
Review directorships in other public companies held by or offered to directors of the corporation.
Annually evaluate the performance of the Committee and the adequacy of the Committee's charter.
Review senior management membership on outside Boards.
Develop and administer the charitable contributions policy for directors.
Develop, administer and oversee compliance with the Board of Directors Code of Conduct and Ethics and Conflict of Interests Policy.

3. Outside advisors. The Committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions.
4. Meetings. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically, and at such times and places as the Committee shall determine. The Committee shall make regular reports to the Board on its activities. These reports will generally occur after each Committee meeting or at such other times as the Committee deems appropriate.