Bond Fannie Mae 5.375% ( US31359MU683 ) in USD

Fannie Mae

100 % ▼

United States

US31359MU683 ( in USD )

5.375% per year ( payment 2 times a year)

15/08/2009 - Bond has expired

Prospectus brochure of the bond FEDERAL NATIONAL MORTGAGE ASSOCIATION US31359MU683 in USD 5.375%, expired

The Federal National Mortgage Association (FNMA), commonly known as Fannie Mae, is a government-sponsored enterprise (GSE) that buys mortgages from lenders, thus providing liquidity to the mortgage market and making home loans more affordable.

This USD-denominated bond, identified by ISIN US31359MU683 and issued from the United States by the Federal National Mortgage Association, a pivotal U.S. government-sponsored enterprise (GSE) that provides liquidity, stability, and affordability to the mortgage market, featured a 5.375% annual interest rate paid semi-annually and was successfully redeemed at its 100% par value upon its maturity on August 15, 2009, having completed its lifecycle.

OFFERING CIRCULAR

Universal Debt Facility

Debt Securities with maturities of one day or longer

Fannie Mae may offer an unlimited amount of Debt Securities with maturities of one day or longer from
time to time under our Universal Debt Facility, including:

Benchmark Bills®
Benchmark Bonds®
Benchmark Notes®
Short-Term Notes
Notes
Bonds

The Debt Securities will have various terms, as described in this Offering Circular and any applicable
pricing supplement. You should read this Offering Circular and any applicable pricing supplement carefully
before you invest.
The Debt Securities, together with interest thereon, are not guaranteed by the United States and
do not constitute a debt or obligation of the United States or of any agency or instrumentality thereof
other than Fannie Mae.

Neither the SEC nor any state or other securities commission has approved or disapproved these Debt
Securities or determined if this Offering Circular, any Pricing Supplement, any Final Terms document, or any
other supplement or amendment is truthful or complete. Any representation to the contrary is a criminal
offense.

An investment in the Debt Securities involves certain risks, and the Debt Securities may not be a suitable
investment for all investors. See the "Risk Factors" beginning on page 12 of this Offering Circular for a
discussion of certain risks that should be considered in connection with an investment in the Debt Securities.

We may sell Debt Securities to or through one or more Dealers as principal or otherwise, or directly to
institutional investors. We cannot assure you that there will be a secondary market for the Debt Securities or
how liquid the market will be if one develops.

We have made an application for certain of our Debt Securities issued under this Offering Circular to be
listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market.

This Offering Circular replaces and supersedes the Offering Circular, dated June 11, 2014 for issues pricing
on or after December 14, 2015.

The date of this Offering Circular is December 2, 2015.

"Benchmark Bills", "Benchmark Bonds" and "Benchmark Notes" are registered trademarks of Fannie Mae.

Stabilization

In connection with any issue of Debt Securities, a Dealer identified as stabilizing manager in the applicable
Pricing Supplement may, subject to applicable laws and regulations, overallot or effect transactions which
stabilize or maintain the market price of the Debt Securities of such issue at a level above that which might
otherwise prevail in the open market. Such transactions may be effected on any exchange on which the Debt
Securities may be listed, in an over-the-counter market or otherwise. Such stabilization, if commenced, may be
discontinued at any time.
Selling Restrictions

We are not required to register the Debt Securities under the U.S. Securities Act of 1933, as amended.
Accordingly, we have not filed a registration statement with the U.S. Securities and Exchange Commission (the
"SEC") with respect to the Debt Securities. The Debt Securities are "exempted securities" within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

We may not communicate this Offering Circular, any Pricing Supplement, any Final Terms document, or
any other supplement in the United Kingdom to any person unless that person falls within Article 19 or Article
49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a
person to whom we may otherwise lawfully communicate this Offering Circular, any Pricing Supplement, any
Final Terms document, or any other supplement. We have not registered the Debt Securities under the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the "Financial Instruments and
Exchange Law"), and we may not make offers and sales, directly or indirectly, of Debt Securities in Japan or
to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident
in Japan, including any corporation or other entity organized under the laws of Japan), or to any person for
reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of
Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance
with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial
guidelines of Japan. The Debt Securities are not collective investment schemes within the meaning of the
Swiss Collective Investment Schemes Act and are not subject to the authorization or supervision by the
Swiss Financial Market Supervisory Authority. For a further description of restrictions on offers, sales and
deliveries of the Debt Securities and on the distribution of this Offering Circular, any Pricing Supplement, any
Final Terms document, or any other supplement hereto, see "Plan of Distribution--Selling Restrictions" and
Appendix E.

The distribution of this Offering Circular, any Pricing Supplement, any Final Terms document, or any
other supplement and the offer, sale, and delivery of Debt Securities in certain jurisdictions may be restricted by
law. Persons who come into possession of this Offering Circular, any Pricing Supplement or any other
supplement must inform themselves about and observe any applicable restrictions.

This Offering Circular, any Pricing Supplement, any Final Terms document, or any other supplement is
not an offer to sell or a solicitation of an offer to buy any securities other than the Debt Securities or an offer to
sell or a solicitation of an offer to buy Debt Securities in any jurisdiction or in any other circumstance in which
an offer or solicitation is unlawful or not authorized.
Euro MTF Market of the Luxembourg Stock Exchange

The operator of the Euro MTF market of the Luxembourg Stock Exchange (the "Euro MTF market")
assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports
contained or incorporated by reference in this Offering Circular. Admission to listing on the Official List of the
Luxembourg Stock Exchange and trading on the Euro MTF market is not to be taken as an indication of the
merits of Fannie Mae or an investment in the Debt Securities. This Offering Circular is a "Base Prospectus"
under Part IV of the Luxembourg law dated July 2005 regarding prospectuses for securities, as amended.

2

Pricing Supplements and Final Terms documents Relating to Specific Debt Securities

When we offer Debt Securities other than Benchmark Bills or Short-Term Notes, we will provide you
with a "Pricing Supplement" describing the terms of the specific issue of Debt Securities, including the
offering price. If we intend to list an issue of Debt Securities (other than Benchmark Bills or Short-Term
Notes) on the Official List of the Luxembourg Stock Exchange and admit them to the Euro MTF market, we
will also provide the Luxembourg Stock Exchange with a "Final Terms" document describing the terms of the
specific issue of Debt Securities, including the net proceeds and offering price. A Pricing Supplement also may
amend or supplement this Offering Circular with respect to a specific issue of Debt Securities. You should
read a Pricing Supplement and any other applicable supplement together with this Offering Circular.
Forward-Looking Statements

This Offering Circular contains or incorporates by reference statements that constitute forward-looking
statements within the meaning of Section 21E of the Exchange Act. In addition, our senior management may from
time to time make forward-looking statements orally to analysts, investors, the news media and others. Forward-
looking statements often include words such as "expect," "anticipate," "intend," "plan," "believe," "seek,"
"estimate," "forecast," "project," "would," "should," "could," "likely," "may," "will" or similar words.

Forward-looking statements reflect our management's expectations, forecasts or predictions of future
conditions, events or results based on various assumptions and management's estimates of trends and economic
factors in the markets in which we are active, as well as our business plans. They are not guarantees of future
performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results
and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated
in these forward-looking statements. There are a number of factors that could cause actual conditions, events or
results to differ materially from those described in the forward-looking statements contained or incorporated by
reference in this Offering Circular, including, but not limited to, the following: the uncertainty of our future;
legislative and regulatory changes affecting us; the timing and level of, as well as regional variation in, home price
changes; changes in interest rates, unemployment rates and other macroeconomic and housing market variables; our
future guaranty fee pricing, including any directive from the Federal Housing Finance Agency ("FHFA") to change
our guaranty fee pricing, and the impact of that pricing on our guaranty fee revenues and competitive environment;
challenges we face in retaining and hiring qualified employees; our future serious delinquency rates; the deteriorated
credit performance of many loans in our guaranty book of business; the conservatorship and its effect on our
business; the investment by the U.S. Department of the Treasury ("Treasury") and its effect on our business; adverse
effects from activities we undertake to support the mortgage market and help borrowers; actions we may be required
to take by FHFA, as our conservator or as our regulator; our future objectives and activities in support of those
objectives, including actions we may take to reach additional underserved creditworthy borrowers; a decrease in our
credit ratings; limitations on our ability to access the debt capital markets; disruptions in the housing and credit
markets; significant changes in modification and foreclosure activity; changes in borrower behavior; the
effectiveness of our loss mitigation strategies, management of our real estate inventory and pursuit of contractual
remedies; defaults by one or more institutional counterparties; resolution or settlement agreements we may enter
into with our counterparties; our need to rely on third parties to fully achieve some of our corporate objectives; our
reliance on mortgage servicers; changes in U.S. generally accepted accounting principles ("GAAP"); guidance by
the Financial Accounting Standards Board ("FASB"); future changes to our accounting policies; changes in the fair
value of our assets and liabilities; operational control weaknesses; our reliance on models; future updates to our
models, including the assumptions used by these models; the level and volatility of interest rates and credit spreads;
changes in the fiscal and monetary policies of the Federal Reserve; changes in the structure and regulation of the
financial services industry; credit availability; global political risks; natural disasters, terrorist attacks, pandemics or
other major disruptive events; information security breaches; and those factors described in the "Risk Factors"
section of this Offering Circular, our 2014 10-K, our First Quarter 10-Q, our Second Quarter 10-Q, our Third
Quarter 10-Q, as well as the factors described in "Factors that Could Cause Actual Results to be Materially
Different from our Estimates and Expectations" in our 2014 10-K.

3

Investors are cautioned to place forward-looking statements contained or incorporated by reference in this
Offering Circular or that we make from time to time into proper context by carefully considering the factors
discussed or incorporated by reference in the relevant document. Forward-looking statements are representative
only as of the date they are made, and we undertake no obligation to update any forward-looking statement as a
result of new information, future events or otherwise, except as required under the federal securities laws.

4

TABLE OF CONTENTS
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Fannie Mae . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
24
Description of the Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
United States Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Validity of the Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Appendix A: Benchmark Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Appendix B: Benchmark Bills and Short-Term Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
Appendix C: Subordinated Benchmark Notes and Other Subordinated Debt Securities . . . . . . . .
C-1
Appendix D: Index Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D-1
Appendix E: Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E-1
Appendix F: Redenomination to the Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
5

ADDITIONAL INFORMATION

You should read this Offering Circular together with:

Our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on
February 20, 2015 (the "2014 10-K");

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with
the SEC on May 7, 2015 (the "First Quarter 10-Q");

our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the
SEC on August 6, 2015 (the "Second Quarter 10-Q");

our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed
with the SEC on November 5, 2015 (the "Third Quarter 10-Q");

all Current Reports on Form 8-K from December 31, 2014 until (and including) the date of this
Offering Circular, excluding any information "furnished" to the SEC on Form 8-K; and

proxy soliciting materials that we file with the SEC, and all documents and other reports that we
file with the SEC pursuant to Section 13(a), 13(c) or 14 of the Exchange Act, after the date of
this Offering Circular and prior to the termination of the applicable offering of Debt Securities,
excluding any information we "furnish" to the SEC on Form 8-K.

This Offering Circular incorporates these documents by reference, which means that we are disclosing
information to you by referring to these documents rather than by providing you with separate copies. They
are considered part of this Offering Circular and you should read them before you consider an investment in
our Debt Securities. You should rely only on the most up-to-date information, including in the documents
incorporated by reference or included in the applicable Pricing Supplement or other supplements or amendments.

Our common stock is registered with the SEC under the Exchange Act, and we file quarterly and annual
reports with the SEC based upon the end of our fiscal year, which occurs on December 31 of each year. Our SEC
filings are available on our website at www.fanniemae.com and on the SEC's website at www.sec.gov. We are
referring these websites to you for your reference only, and we are not incorporating in this Offering Circular
any of the information available on these websites other than as specifically stated herein. You should rely only
on the information included or incorporated by reference or deemed to be incorporated by reference in this
Offering Circular in deciding whether or not to invest in our Debt Securities. We have not authorized anyone to
provide you with any different or additional information.

You can obtain paper copies of this Offering Circular and the documents incorporated by reference herein
without charge by contacting our Fixed-Income Securities Marketing Group, Fannie Mae, 3900 Wisconsin
Avenue, NW, Washington D.C. 20016, telephone: (202) 752-5882. You may also read and copy any document
we file with or furnish to the SEC by visiting the SEC's Public Reference Room at 100 F Street, NE,
Washington D.C. 20549; telephone 1-800-SEC-0330 for further information. In addition, if and so long as any
Debt Securities are traded on the Euro MTF market, you may read our SEC filings at the offices of Banque
Internationale à Luxembourg SA, 69, route d'Esch, L-2953 Luxembourg, telephone: (352) 45 90 1.

You may obtain copies of this Offering Circular and any supplements or amendments from Dealers where
it is lawful to do so. In connection with the initial distribution of an issue of Debt Securities other than
Benchmark Bills and Short-Term Notes, you also should obtain the applicable Pricing Supplement from the
Dealers for the Issue.

This Offering Circular, Pricing Supplements and current interest rate information on variable rate Debt
Securities is also available on our website at www.fanniemae.com, or by calling Fannie Mae's securities hotline
toll-free at (888) 266-3457, or for international callers, at (202) 752-5882.
6

SUMMARY

This summary highlights information contained elsewhere in this Offering Circular, including in the
Appendices. It does not contain all of the information you should consider before investing in the Debt
Securities. You also should read the more detailed information in this Offering Circular and any applicable
supplement, including any Pricing Supplement for a particular issue of Debt Securities. This Offering
Circular sets forth the general terms of the Debt Securities; the applicable Pricing Supplement or other
supplement will describe the particular terms of any issue of Debt Securities (other than Benchmark Bills and
Short-Term Notes), and the extent, if any, that any of the general terms will not apply to particular Debt
Securities. You should read Appendix B for more specific information regarding Benchmark Bills and Short-
Term Notes. A discussion of certain risks that should be considered in connection with an investment in Debt
Securities is set forth in the "Risk Factors" section beginning on page 12 of this Offering Circular.

Fannie Mae

Fannie Mae is a government-sponsored enterprise ("GSE") that was chartered by the U.S. Congress
("Congress") in 1938 under the name "Federal National Mortgage Association" to support liquidity, stability
and affordability in the secondary mortgage market, where existing mortgage loans are purchased and sold.
Fannie Mae has been under conservatorship since September 2008. As conservator, FHFA succeeded to all
rights, titles, powers and privileges of Fannie Mae and of any shareholder, officer or director of the company
with respect to the company and its assets. The conservatorship has no specified termination date.

Our regulators include FHFA, the SEC, the U.S. Department of Housing and Urban Development ("HUD"),
and Treasury. Although we are a corporation chartered by Congress, and although our conservator is a U.S.
government agency, and Treasury owns our Variable Liquidation Preference Senior Preferred Stock, Series
2008-2 (the "Senior Preferred Stock") and a warrant to purchase 79.9% of our common stock (the "Warrant"),
and Treasury has made a commitment under a Senior Preferred Stock Purchase Agreement with us (the "Stock
Purchase Agreement") to provide us with funds under specified conditions to maintain a positive net worth, the
Debt Securities, together with the interest thereon, are not guaranteed by the United States and do not constitute
a debt or obligation of the United States or of any agency or instrumentality thereof other than Fannie Mae.

Our common stock is traded in the over-the-counter market and quoted on the OTC Bulletin Board and
the OTCQB marketplace under the symbol "FNMA."

Description of the Debt Securities
Issuer................................
Fannie Mae
Benchmark Securities............
We may issue Benchmark Securities, which are U.S. dollar
denominated issues in large principal amounts, in the form of
Benchmark Bills, Benchmark Notes, and Benchmark Bonds.
Issuances may consist of new issues of Benchmark Securities or
the "reopening" of an existing issue.
Other Debt Securities.............
We plan to issue other Debt Securities from time to time
denominated in U.S. dollars or other currencies with maturities of
one day or longer. We will issue these Debt Securities as Short-
Term Notes, Notes or Bonds.
7

Pricing Supplement/Final Terms
We will describe in a Pricing Supplement or other supplement
specific terms, pricing information and other information for each
issue of Debt Securities other than Benchmark Bills or Short-
Term Notes.
Amount........................
We may issue an unlimited amount of Debt Securities.
Specified Currencies.........
Debt Securities may be denominated in, and principal and interest
on Debt Securities may be paid in, U.S. dollars and other
currencies or currency units that we determine. Government or
monetary authorities may require that debt securities denominated
in certain currencies or currency units have certain denominations
or have minimum or maximum maturities.
Denomination..................
We will issue U.S. dollar denominated Debt Securities in
minimum denominations of U.S. $1,000 and additional increments
of U.S. $1,000, unless otherwise specified in the applicable Pricing
Supplement. We will issue non-U.S. dollar denominated Short-
Term Notes in the denominations listed in Appendix B.
Principal Amount...............
The principal amount payable at maturity may be a fixed amount,
which may be par or a specified discount to or premium over par.
The principal amount payable at maturity also may be a variable
amount determined by reference to one or more indices, such as
interest or exchange rate indices, or other formulas. The principal
may be amortized through periodic payments during the term of
the Debt Securities.
Interest.............................
Debt Securities may bear interest at fixed or variable rates (or a
combination of fixed and variable rates), or may bear interest that
is indexed by reference to an interest or currency exchange rate or
in some other manner, or may not bear interest.
Offering Price.....................
Debt Securities will be offered at fixed prices equal to par, or a
discount to or premium over par, or at varying prices relating to
prevailing market prices at the time of resale as determined by the
applicable Dealer.
No Acceleration Rights...........
The Debt Securities will not contain any provisions permitting the
Holders to accelerate the maturity of the Debt Securities if a
default or other event occurs.
Form.................................
We will issue Debt Securities in book-entry form either through
the U.S. Federal Reserve Banks ("Fed Book-Entry Securities") or
through another depository. Except in the limited circumstances
described in this Offering Circular, we will not issue Debt
Securities in definitive form.
Eligibility for Stripping..........
The applicable Pricing Supplement will indicate whether Fed
Book-Entry Securities will be eligible to be separated ("stripped")
into their separate interest and principal components on the book
entry records of the Federal Reserve Bank of New York.
8

Status............................
The Debt Securities will be unsecured general obligations of
Fannie Mae issued under Section 304(b) of the Federal National
Mortgage Association Charter Act, 12 U.S.C. §1716 et. seq. (the
"Charter Act"). The Debt Securities, together with interest thereon,
are not guaranteed by the United States and do not constitute a
debt or obligation of the United States or of any agency or
instrumentality thereof other than Fannie Mae.
Redemption.....................
The Pricing Supplement for a particular issue of Debt Securities
will specify whether the Debt Securities are subject to mandatory
or optional redemption, in whole or in part, prior to maturity and,
if redeemable, will describe terms applicable to the redemption.
Benchmark Bills and Short-Term Notes will not be redeemable
prior to maturity.
Governing Law..................
Fed Book-Entry Securities (including rights and obligations) will
be governed by, and construed in accordance with, regulations
adopted by FHFA, as they may be amended or supplemented from
time to time (the "FHFA Book-Entry Regulations") or any other
U.S. governmental body or agency that are applicable to the Fed
Book-Entry Securities, and, to the extent that these regulations do
not apply, the laws of the State of New York, U.S.A. Global
Book-Entry Securities will be governed by, and construed in
accordance with, the laws of the State of New York, U.S.A.
Tax Status.........................
The Debt Securities and payments thereon generally are subject to
taxation by the United States and generally are not exempt from
taxation by other U.S. or non-U.S. taxing jurisdictions. Non-U.S.
Persons generally will be subject to U.S. income and withholding
tax unless they provide required certifications or statements.
Listing...............................
The applicable Pricing Supplement relating to each issue of Debt
Securities will indicate the exchange, if any, on which we will list
or apply to list the Debt Securities. We have made an application
for certain Debt Securities issued under this Universal Debt
Facility to be listed on the Official List of the Luxembourg Stock
Exchange and to be admitted to trading on the Euro MTF market.
The current minimum maturity for Debt Securities traded on the
Euro MTF market is seven days. We also may issue unlisted Debt
Securities and Debt Securities listed on other exchanges.

Clearance and Settlement
Clearance and Settlement.........
Depending on the terms of an issue of Debt Securities and where
those Debt Securities are to be offered, Debt Securities may clear
and settle through one or more of the following:
the U.S. Federal Reserve Banks;
The Depository Trust Company ("DTC");
Euroclear;
Clearstream; or
other designated clearing systems.

9

We expect most issues of Debt Securities denominated and
payable in U.S. dollars, including all Benchmark Securities, to
clear and settle through the Fed Book-Entry System. These Debt
Securities generally may be held indirectly through other clearing
systems, such as the systems operated by Euroclear and
Clearstream.

We expect issues of Debt Securities denominated or payable in a
Specified Currency other than U.S. dollars (and Debt Securities
denominated and payable in U.S. dollars not cleared and settled
through the Fed Book-Entry System) to clear and settle through
the systems operated by DTC, and indirectly through Euroclear
and Clearstream. We expect issues of Debt Securities distributed
solely outside of the United States to clear and settle through the
systems operated by Euroclear, Clearstream or other designated
clearing systems and, in some cases, DTC, irrespective of the
Specified Currency in which the Debt Securities are denominated
or payable.

Fiscal and Global Agents
Fiscal Agents...........................
The Federal Reserve Bank of New York will act as fiscal agent for
Benchmark Bills and for Short-Term Notes that are Fed Book-
Entry Securities. The U.S. Federal Reserve Banks will act as
fiscal agent for other Fed Book-Entry Securities.
Global Agent...........................
The Bank of New York Mellon will act as global agent for Global
Book-Entry Securities.

Distribution of Debt Securities
Method of Distribution/Dealers....
We generally will sell Debt Securities to Dealers acting as
principal, whether individually or in a syndicate, for resale to
investors either at a fixed price or at varying prices determined by
the Dealers. Alternatively, Debt Securities may be sold through
Dealers on a non-underwritten basis or may be sold by us directly
to institutional investors.
Selling Restrictions...................
Restrictions exist in certain jurisdictions on the Dealers' offer, sale
and delivery of Debt Securities and the distribution of offering
materials relating to the Debt Securities.
Secondary Market Information....
Dealers have agreed to provide, for Benchmark Securities,
indicative pricing information.
10