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EXECUTION COPY

FEDERAL NATIONAL MORTGAGE ASSOCIATION

("FANNIE MAW')

Issuer and Trustee

TRUST AGREEMENT

Dated as of October 1, 2005

for

GUARANTEED REMIC PASS-THROUGH CERTIFICATESFANNIE MAE REMIC TRUST 2005-102

evidencing beneficial interests in

A POOL OFMORTGAGE SECURITIES

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

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GUARANTEED REMIC PASS-THROUGHSECURITIES PROGRAM

TRUST AGREEMENT

THIS TRUST AGREEMENT made, executed and published as of the date specified onthe cover hereof, at Washington, D.C. by the Federal National Mortgage Association (hereincalled "Fannie Mae"), a body corporate organized and existing under the laws of the UnitedStates, in its corporate capacity and in its capacity as trustee:

WITNESSETH:

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

WHEREAS, Fannie Mae has purchased mortgage loans evidenced by the MortgageSecurities and intends to set aside in the Lower Tier REMIC such mortgage loans evidenced bysuch Mortgage Securities; and

WHEREAS, Fannie Mae intends to issue the Lower Tier Classes evidencing the entirebeneficial ownership interest in the Lower Tier REMIC; and

WHEREAS, Fannie Mac intends to set aside in the Trust Fund the Lower Tier RegularClasses; and

WHEREAS, Fannie Mac will elect to treat each of the Lower Tier REMIC and the TrustFund as a REMIC; and

WHEREAS, Fannie Mac intends to issue the Trust Fund Certificates evidencing theentire beneficial ownership interest in the Trust Fund;

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

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ARTICLE I

Defined Terms

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

Accrual Class: As specified in the Prospectus Supplement.

Aggregate Accrual Amount: With respect to any calendar month, the aggregate amountof interest accrued in respect of the Accrual Class and added to the Class Balance thereof duringsuch calendar month.

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

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on whicheither the Federal Reserve Bank of New York or Boston authorizes banking institutions in the

•Second or First Federal Reserve District, respectively, to be closed. When used with respect toan Index Determination Date for the LIBOR Floating Rate Classes, "Business Day" shall mean aday on which banks are open for dealing in foreign currency and exchange in London, Bostonand New York City.

Cash Flow Distribution Amount: As to any calendar month, the aggregate amount ofprincipal distributable in respect of the Mortgage Securities in such calendar month.

Certificate or REMIC Certificate: A Guaranteed REMIC Pass-Through Certificate, in thecase of all Classes of Certificates other than the Residual Certificates, issued in book-entry formand maintained in the name of a record owner as an entry on the books of a Reserve Bank undera designation specifying the Class and denomination thereof; and, in the case of the ResidualCertificates, issued in fully registered, certificated form as authorized by this Trust Agreement.The term "Certificate" or "REMIC Certificate" does not include the Lower Tier Regular Classes.

Certificate Account: The account created and maintained pursuant to Section 4.01 hereof.

Certificate Balance: As to any Certificate (other than the Residual Certificates) prior tothe initial Distribution Date, the denomination thereof; and as to any such Certificate subsequentto the initial Distribution Date, the denomination thereof multiplied by the then applicable ClassFactor.

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

Certificate Registrar: The registrar and Transfer Agent appointed pursuant to Section5.02 hereof.

Certificateholder: As to any Regular Certificate the record owner on the appropriateReserve Bank's books. As to either Residual Certificate, the registered owner in the CertificateRegister maintained by the Certificate Registrar pursuant to Section 5.02 hereof.

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

Class: As to the Certificates, all Certificates with the same terms. As to the Lower TierRegular Classes, all Lower Tier Regular Classes issued with the same designation.

Class 102-R Certificate or Class 102-RL Certificate: The Certificate designated as suchand issued hereunder.

Class Balance: With respect to any Class of Certificates (other than the ResidualCertificates) at any time, the aggregate of the Certificate Balances of all Certificates of suchClass. As to any Class of Lower Tier Regular Classes as of any date of determination, theoriginal principal balance thereof as set forth in the Lower Tier Schedule, plus, in the case of theLower Tier Accrual Class, the aggregate amount of all Lower Tier Accrual Amounts attributablethereto prior to such date of determination, less the aggregate amount of all Lower Tier PrincipalDistribution Amounts allocable to such Class in accordance with Section 2.02 prior to such dateof determination.

Class Factor: As to any date of determination and any Class of Certificates (other thanthe Interest Only Classes and the Residual Certificates), a fraction the numerator of which is (i)the aggregate of the denominations of all Certificates of such Class, plus, in the case of theAccrual Class, all interest that has accrued on the Certificates of such Class prior to such date ofdetermination and been added to the Class Balance thereof, less (ii) the aggregate amount of allPrincipal Distribution Amounts, if any, allocable thereto prior to such date of determination andthe denominator of which is the original Class Balance of such Class. As to any date ofdetermination and any Interest Only Class, a fraction, the numerator of which is (i) thepercentage specified for such Interest Only Class multiplied by (ii) the then current Class Balanceof the Class specified for such Interest Only Class, in each case, under "Reference Sheet-Notional Classes" in the Prospectus Supplement and the denominator of which is the originalClass Balance of such Interest Only Class.

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

Companion Class: With respect to each Lower Tier Regular Class, any Class of TrustFund Certificates appearing opposite such Lower Tier Regular Class in the Lower Tier Schedule.

Corporate Trust Office: With respect to the presentation and surrender of any ResidualCertificate for any distribution thereon on the final Distribution Date for the Certificates, theoffice of the New York Presenting Agent or the principal corporate trust office of the PayingAgent and the Certificate Registrar located at 1 Federal Street, Boston, Massachusetts 02110;with respect to notices to the Paying Agent and the Certificate Registrar, the foregoing address;and for all other purposes, either the office of the New York Presenting Agent or the foregoingaddress or such other address or addresses as Fannie Mae may designate from time to time bynotice to the Holders of the Residual Certificates, provided that there shall at all times be a NewYork Presenting Agent.

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Default Under the Trust Indenture: With respect to any MBS, any condition, occurrenceor event which, if continued for any specified period of time after the giving of any requisitenotice, would be an "Event of Default" under the Trust Indenture pursuant to which such MBSwas issued.

Determination Date: As to any Distribution Date, the third preceding Business Day.

Disqualified Organization: A disqualified organization as defined in Section 860E(e)(5)of the Code.

Distribution Date: With respect to the Classes of Certificates (other than the ResidualCertificates), as specified in the Prospectus Supplement; with respect to the Residual Certificatesand the Lower Tier Classes, the 25th day (or, if such 25th day is not a Business Day, theBusiness Day immediately following such 25th day) of each month, in each case beginning inthe month following the month of each Settlement Date.

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

Eligible Investments: Any direct obligations of, and obligations fully guaranteed by, theUnited States of America, Fannie Mae, the Federal Home Loan Banks, or any agency orinstrumentality of the United States of America the obligations of which are backed by the fullfaith and credit of the United States of America.

Event of Default: As defined in Section 7.04 hereof.

Event of Default Under the Trust Indenture: With respect to any MBS, any "Event ofDefault" under the Trust Indenture pursuant to which such MBS was issued.

Fannie Mae: Federal National Mortgage Association, a body corporate organized andexisting under the laws of the United States, or its successor in interest or any successorappointed as herein provided. Unless the context requires otherwise, the term "Fannie Mae"shall be deemed to refer to the Federal National Mortgage Association acting in its corporatecapacity and not in its capacity as Trustee hereunder.

Final Distribution Date: As to any Class, the Distribution Date specified in theProspectus Supplement or the Lower Tier Schedule, as the case may be, as being the DistributionDate on or before which the Class Balance thereof shall have been reduced to zero.

Floating Rate Classes: The Classes designated as either "Floating Rate" or "InverseFloating Rate" in the Prospectus Supplement.

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

Holders: With respect to the Trust Fund, all of the Certificateholders of Trust FundCertificates. With respect to the Lower Tier REMIC, the Class 102-RL Certificateholder and theTrustee, as the case may be, as holders of the Lower Tier Classes.

Index Determination Date: With respect to any Interest Accrual Period for the FloatingRate Classes, the second Business Day next preceding such Interest Accrual Period.

Interest Accrual Period: With respect to each Class of Trust Fund Certificates, asspecified in the Prospectus Supplement. With respect to each Lower Tier Regular Class and anyDistribution Date, the calendar month prior to the month of such Distribution Date.

Interest On17 Classes: As specified in the Prospectus Supplement.

Interest Rate: With respect to each Class of interest-beating Certificates, the rate perannum specified or determined as provided in the Prospectus Supplement. With respect to eachLower Tier Regular Class, the applicable rate per annum specified in the Lower Tier Schedule.

Issue Date: October 1, 2005.

LIBOR: The London interbank offered rate for one-month United States dollar depositsestablished by the Paying Agent on each Index Determination Date for the LIBOR Floating RateClasses pursuant to Section 3.04 hereof. LIBOR shall be determined on the basis of the methodspecified in the Prospectus Supplement.

LIBOR Floating Rate Classes: The Floating Rate Classes for which the related InterestRates are calculated with reference to LIBOR.

Lower Tier Accrual Amount: As to any calendar month, all accrued and unpaid interestin respect of the Lower Tier Accrual Class that is added to the Class Balance thereof pursuant toSection 2.02 hereof.

Lower Tier Accrual Class: Lower Tier Class 18.

Lower Tier Classes: The Lower Tier Regular Classes and the Class 102-RL Certificate.

Lower Tier Distribution Amount: As to any calendar month the sum of:

(i) all interest accrued on the Lower Tier Classes for the Interest Accrual Periodimmediately preceding such calendar month; and

(ii) the Cash Flow Distribution Amount for such calendar month.

Lower Tier Principal Distribution Amount: With respect to any calendar month, the sumof (i) the Cash Flow Distribution Amount and (ii) the Lower Tier Accrual Amount, if any.

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Lower Tier Regular Classes: The Classes specified in the Lower Tier Schedule, otherthan the RL Class.

Lower Tier REMIC: The corpus of one of the Trusts created by this Trust Agreement,consisting of (i) the Mortgage Securities and all proceeds thereof and (ii) the Certificate Accountand all amounts held therein or credited thereto.

Lower Tier Schedule: The schedule attached hereto as Exhibit D.

MBS: Any Fannie Mae Guaranteed Mortgage Pass-Through Certificate held in theLower Tier REMIC and identified in the Mortgage Security Schedule.

Mortgage Securities: The MBS.

Mortgage Security Schedule: The schedule of Mortgage Securities attached hereto asExhibit A.

Mortgage Security Trust Fund: As to any Mortgage Security, the trust fund in whichsuch Mortgage Security evidences a fractional undivided interest.

New York Presenting Agent: U.S. Bank, with its offices at 100 Wall Street, New York,New York or such other office within the Borough of Manhattan, City of New York, State ofNew York, as Fannie Mae may appoint by notice to the Trustee.

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

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

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

Principal Distribution Amount: With respect to a particular calendar month, an amountequal to the sum of (i) the Cash Flow Distribution Amount for such calendar month and (ii) theAggregate Accrual Amount for such calendar month, if any.

Prospectus: The Prospectus dated May 1, 2002 relating to the Fannie Mae GuaranteedREMIC Pass-Through Certificates.

Prospectus Supplement: The Prospectus Supplement dated September 29, 2005 relatingto the Guaranteed REMIC Pass Through Certificates, Fannie Mae REMIC Trust 2005-102, asthe same may be amended or supplemented from time to time.

Ratin_ A_enc¥: Either Standard & Poor's Ratings Services or Moody's InvestorsService, Inc. and their respective successors in interest.

Record Date: As to any Distribution Date, the last day of the month preceding the monthof such Distribution Date.

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Reference Bank: At any time, any of the banks acting as a Reference Bank at such timepursuant to Section 3.04.

Regular Certificate: Any Certificate other than a Residual Certificate.

Regulations: The Treasury regulations issued on December 23, 1992, as amended,relating to REMICs.

REMIC: A "real estate mortgage investment conduit" within the meaning of Section860D of the Code.

Reserve Bank: Any Federal Reserve Bank, including its branches.

Residual Certificate: The Class 102-R Certificate or the Class 102-RL Certificate, as thecontext requires.

Seciarit¥ Distribution: As to any Mortgage Security and Security Distribution Due Date,the amount of distribution payable to the holder of such Mortgage Security in accordance with itsterms.

Security Distribution Due Date: The date upon which a particular Security Distributionis payable to the holder of the related Mortgage Security in accordance with its terms.

Settlement Date: As specified in the Prospectus Supplement.

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

Transfer Agent: U.S. Bank, until a successor Person shall be appointed by Fannie Mac.

Transferor: Any Person that transfers Mortgage Securities in its capacity as principal toFannie Mac in exchange for Certificates of a Trust or cash. If the Mortgage Securities aretransferred from Fannie Mae's portfolio, Fannie Mac shall be a Transferor. The definition ofTransferor shall be interpreted in a manner consistent with the requirements of FinancialAccounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets andExtinguishments of Liabilities.

Trust: Either the Lower Tier REMIC or the Trust Fund, as the context requires.

Trust Account: The account created and maintained pursuant to Section 4.02 hereof.

Trust Agreement: This Trust Agreement, as the same is originally executed, or asmodified, amended or supplemented in accordance with the applicable provisions hereof.

Trust Fund: The corpus of one of the Trusts created by this Trust Agreement, consistingof(i) the Lower Tier Regular Classes and all proceeds thereof, and (ii) the Trust Account and allamounts held therein or credited thereto.

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Trust Fund Certificates: All Certificates evidencing beneficial ownership interests in theTrust Fund.

Trust Indenture: Any indenture pursuant to which any MBS was issued.

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

U.S. Bank: U.S. Bank National Association, a national banking association.

U.S. Person: A "United States person" within the meaning of section 7701(a)(30) of theCode.

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ARTICLE II

The Trusts; REMIC Declarations

Section 2.01. Transfer of Mortgage Securities. Fannie Mae, acting in its corporatecapacity, does hereby transfer, assign, set over and otherwise convey to Fannie Mae, acting in itscapacity as Trustee for the Lower Tier REMIC established hereby, all ofFannie Mae's right, titleand interest in and to the Mortgage Securities identified in Exhibit A hereto, including allpayments of principal and interest thereon received after the month of the Issue Date.

Section 2.02. The Lower Tier REMIC. The beneficial ownership interest of the LowerTier REMIC shall be evidenced by the interests having the designations, original Class Balances,Interest Rates and Final Distribution Dates set forth on the Lower Tier Schedule.

The Lower Tier Regular Classes shall be issued as non-certificated interests and recordedon the records of the Lower Tier REMIC as being issued to and held by the Trustee of the TrustFund. The Class 102-RL Certificate shall be issued as a single fully registered certificatesubstantially in the form of Exhibit B-2 hereto. The Class 102-RL Certificate may be transferredand is otherwise subject to the provisions of Article V hereof.

The aggregate amount Ofprincipal and interest distributable in respect of the Lower TierRegular Classes during any calendar month shall equal the Lower Tier Distribution Amount forsuch calendar month. On each Distribution Date, except as provided below with respect to theLower Tier Accrual Class, the portion of the Lower Tier Distribution Amount distributablethereon shall be applied, first, to the distribution of interest accrued on each applicable Class ofLower Tier Regular Classes during the preceding Interest Accrual Period at the per annum ratespecified on the Lower Tier Schedule and, second, to the principal thereof as described below.

On each Distribution Date, the Lower Tier Principal Distribution Amount shall beapplied as principal of particular Lower Tier Regular Classes in amounts corresponding to therespective amounts required to be applied as principal of their related Companion Classes, fromthe Principal Distribution Amount as provided herein.

All computations of interest accrued on the Lower Tier Regular Classes shall be made asif each year consisted of twelve months of 30 days each. Distributions on the Lower TierRegular Classes shall be made to the Trustee of the Trust Fund by transfer of immediatelyavailable funds to the Trust Account.

No distribution will be made on the Class 102-RL Certificate, except that any distributionof the proceeds of the final remaining assets of the Lower Tier REMIC shall be distributed to theHolder thereof upon presentation and surrender of the Class 102-RL Certificate at the CorporateTrust Office or such other office or address as may be specified in the notice of such finaldistribution from Fannie Mae. Fannie Mae hereby initially appoints U.S. Bank at its corporatetrust office as Paying Agent for the purpose of making distributions on the Class 102-RLCertificate as provided herein. Fannie Mae will distribute to the Holder of the Class 102-RLCertificate the proceeds of the remaining assets of the Lower Tier REMIC, if any, after the ClassBalances of the Lower Tier Classes have been reduced to zero.

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Interest accrued on each Class of Lower Tier Regular Classes for the related InterestAccrual Period at the applicable Interest Rate shall be distributed on each applicableDistribution Date, except as specified below in the case of the Lower Tier Accrual Class. Thetotal amount of interest to be distributed or added to principal with respect to each Lower TierRegular Class on any Distribution Date shall be equal to one month's interest at the applicableInterest Rate on the Class Balance of such Lower Tier Regular Class immediately prior to suchDistribution Date.

Interest accrued on the Lower Tier Accrual Class during each Interest Accrual Periodshall not be distributed thereon as interest but shall instead be added to the Class Balance thereofon the related Distribution Date.

Section 2.03. [Reserved.]

Section 2.04. Distributions; Fannie Mae Guaranty. On or before each DeterminationDate (or as soon thereafter as is reasonably practicable), Fannie Mae shall calculate the LowerTier Distribution Amount for the current calendar month. On each Distribution Date, FannieMae shall withdraw from the Certificate Account the portion of the Lower Tier DistributionAmount distributable thereon and shall make the distributions to the Holders of the related

Lower Tier Regular Classes in the respective amounts and in the applicable manner determinedpursuant to Section 2.02. In the event that the amount on deposit in the Certificate Account onany Distribution Date shall be less than the applicable portion of the Lower Tier DistributionAmount distributable thereon, Fannie Mae shall provide from its own funds the amount of anysuch insufficiency. In addition, in the event that (i) the applicable portion of the Lower TierDistribution Amount shall be insufficient to pay all interest due and payable on the related LowerTier Regular Classes on such Distribution Date or (ii) such Distribution Date is a FinalDistribution Date for any Class and the distribution on such Distribution Date of the applicableportion of the Lower Tier Distribution Amount will not be sufficient to reduce the Class Balanceof such Class to zero on such Final Distribution Date, then Fannie Mae shall (a) withdraw fromthe Certificate Account, such amount as shall be necessary to remedy such insufficiency and (b)to the extent that funds in the Certificate Account shall be insufficient therefor, apply its ownfunds towards remedying the same.

Section 2.05. The Trust Fund. Fannie Mae, acting in its capacity as Trustee for theLower Tier REMIC, does hereby transfer, assign, set over and otherwise convey to Fannie Mae,acting in its capacity as Trustee for the Trust Fund established hereby, all of Fannie Mae's right,title and interest in and to the Lower Tier Regular Classes, including all payments of principaland interest thereon received after the month of the Issue Date.

Section 2.06. REMIC Declarations; Other REMIC Matters. Fannie Mae hereby declaresits intent that each Trust formed hereunder shall constitute, and the affairs of each Trust shall beconducted so as to qualify as, a REMIC pursuant to Section 860D of Subchapter M of Chapter 1of the Code. The Class 102-RL Certificate is hereby designated as the sole "residual interest" inthe REMIC constituted by the Lower Tier REMIC within the meaning of Section 860G(a)(2) ofthe Code, and the Lower Tier Regular Classes are hereby designated as "regular interests" insuch REMIC within the meaning of Section 860G(a)(1) of the Code. The Class 102-RCertificate is hereby designatedas the sole "residual interest" in the REMIC constituted by the

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Trust Fund within the meaning of Section 860G(a)(2) of the Code, and each remaining Class ofTrust Fund Certificates is hereby designated as a "regular interest" in such REMIC within themeaning of Section 860G(a)(1) of the Code. The date designated as the "startup day" of eachREMIC within the meaning of Section 860G(a)(9) of the Code shall be the Settlement Date.

In furtherance of the intentions expressed in the foregoing paragraph, Fannie Maccovenants and agrees that it shall: (a) prepare, sign and file, or arrange to be prepared, signedand filed, a federal income tax return using a calendar year as the taxable year for each Trustwhen and as required by the Code, on which a REMIC election shall be made with respect toeach Trust, (b) conduct the affairs of each Trust so as to maintain the status thereof as a REMICunder the Code, (c) not knowingly or intentionally take any action or omit to take any action thatwould cause the termination of the REMIC status of either Trust, and (d) hold harmless andindemnify the Holder of any Residual Certificate against any liability on account of any federalincome tax (including interest and penalties) imposed on the related Trust to the extent that anysuch tax Shall be paid or payable by it.

Fannie Mac, as Trustee of each Trust, will prepare, sign and file each annual federalincome tax return for the related Trust and such information returns as are required by Treasuryregulations. In addition, Fannie Mac will act as the tax matters person for each Trust in afiduciary capacity, in the case of the Trust Fund, for the Holder of the Class 102-R Certificate,and, in the case of the Lower Tier REMIC, for the Holder of the Class 102-RL Certificate. Inaddition, Fannie Mac will provide to each Holder of a Certificate any information or reportsregarding the Certificates that may be required under the Code. In addition, Fannie Mac willprovide to the Internal Revenue Service and to persons described in section 860E(e)(3) and (6) ofthe Code the information described in section 1.860D-1 (b)(5)(ii) of the Regulations, or anysuccessor regulation thereto. Such information will be provided in the manner described insection 1.860E-2(a)(5) of the Regulations, or any successor regulation thereto.

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ARTICLE III

The Trust Fund Certificates

Section 3.01. Classes of Trust Fund Certificates. The Trust Fund Certificates authorized

by this Trust Agreement shall be divided into the Classes listed on the cover of the ProspectusSupplement (other than the Class 102-RL Certificate), which Classes shall have the Classdesignations, original Class Balances, Interest Rates and Final Distribution Dates specified in theProspectus Supplement.

Section 3.02. Distributions. The aggregate amount of principal of and interestdistributable on the Trust Fund Certificates during any calendar month shall be equal to theLower Tier Distribution Amount for such calendar month. Distributions of the PrincipalDistribution Amount shall be made in the order and in the amounts as among the Classes asprovided in the Prospectus Supplement. All distributions of such Principal Distribution Amountwhich are made with respect to a particular Class of Trust Fund Certificates shall be made prorata among all Certificates of such Class in proportion to their respective Certificate Balances,with no preference or priority of any kind. All distributions made with respect to any Certificateon any Distribution Date shall be applied first to the interest distributable thereon on suchDistribution Date and then to the principal thereof. All computations of interest accrued on anyCertificate shall be made as if each year consisted of twelve months of 30 days each.

Distributions on the Regular Certificates on any Distribution Date shall be made toHolders of record thereof on the previous Record Date. No distributions will be made on theClass 102-R Certificate on any Distribution Date; provided, however, that any distribution of theproceeds of the final remaining assets of the Trust Fund shall be made only upon presentationand surrender of such Class 102-R Certificate at the Corporate Trust Office or such other officeor address as may be specified in the notice of such final distribution from Fannie Mac. FannieMac hereby initially appoints U.S. Bank at its corporate trust office as Paying Agent for thepurpose of making distributions on the Class 102-R Certificate as provided herein.

Fannie Mac shall distribute to the Class 102-R Certificateholder the proceeds of theremaining assets of the Trust Fund, if any, after the Class Balance of each Class of Trust FundCertificates has been reduced to zero.

Except as provided below in the case of the Accrual Class, interest on each Class ofinterest-bearing Trust Fund Certificates for the related Interest Accrual Period at the applicableInterest Rate shall be distributed on each applicable Distribution Date. The total amount ofinterest distributed or added to the Certificate Balance in respect of any Trust Fund Certificate onany Distribution Date shall be equal to one month's interest at the applicable Interest Rate on theCertificate Balance thereof immediately prior to such Distribution Date.

Interest accrued with respect to the Accrual Class during any Interest Accrual Periodshall not be distributed thereon as interest but instead shall be added to the Class Balance thereofon the related Distribution Date.

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During each calendar month, distributions in reduction of the Certificate Balances of theTrust Fund Certificates shall be made in an amount equal to the Principal Distribution Amountand shall be distributed in the amounts and in the priorities specified in the ProspectusSupplement.


Section 3.04. Determination of Interest Rates for the LIBOR Floating Rate Classes. TheInterest Rates for the LIBOR Floating Rate Classes for each Interest Accrual Period shall bedetermined by Fannie Mae or the Paying Agent on the Index Determination Date in the monthfollowing the month in which the Settlement Date occurs and on each Index Determination Datethereafter so long as the LIBOR Floating Rate Classes are outstanding on the basis of LIBORand the applicable formulae specified in the Prospectus Supplement or the Lower Tier Schedule,as the case may be.

For any period during which LIBOR for any LIBOR Floating Rate Class is to bedetermined on the basis of the "LIBO Method" (as defined in the Prospectus), until such Class ispaid in full, Fannie Mae shall at all times retain at least four Reference Banks (as defined in theProspectus).

The Paying Agent and Fannie Mae shall have no liability or responsibility to any Personfor (i) the selection of any Reference Bank for purposes of determining LIBOR or (ii) anyinability to retain at least four Reference Banks which is caused by circumstances beyond theirreasonable control.

In determining LIBOR, any Interest Rate for the LIBOR Floating Rate Classes or anyReserve Interest Rate (as defined in the Prospectus), Fannie Mae or the Paying Agent mayconclusively rely and shall be protected in relying upon the rates or offered quotations (whetherwritten, oral or disseminated by means of an electronic information system) provided by thesources specified in the Prospectus. Neither Fannie Mae nor the Paying Agent shall have anyliability or responsibility to any Person for (i) the Paying Agent's selection of New York Citybanks for purposes of determining any Reserve Interest Rate or (ii) its inability, following agood-faith reasonable effort, to obtain the applicable rates or quotations or to determine thearithmetic mean of such quotations, all as provided for in the Prospectus.


Section 3.06. Issuance of Certificates. The Regular Certificates shall be issued inbook-entry form and shall be maintained in the names of the record owners thereof as entries onthe books of a Reserve Bank. Such Regular Certificates shall be in the authorized denominationsspecified in the Prospectus Supplement (in the case of Interest Only Classes, which have noprincipal balances, such denominations wilt represent the original notional principal balancesthereof) and may be transferred or pledged in accordance with and subject to regulationsgoverning Fannie Mae's use of the book-entry system (as the same shall be in effect at the timeof any such transfer or pledge), Federal Reserve Bank of New York Operating Circulars 21 and21A and procedures that are followed generally for book-entry securities.

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The Class 102-R Certificate shall be issued in certlficated fully registered form insubstantially the form of Exhibit B-1 hereto. The Class 102-R Certificate may be transferred andis otherwise subject to the provisions of Article V hereof.

Section 3.07. Distributions on Trust Fund Certificates; Fannie Mac Guaranty. On eachDistribution Date, Fannie Mac shall withdraw from the Trust Account the applicable portion ofthe Lower Tier Distribution Amount distributable thereon and shall make the distributions to theHolders of each related Class of Trust Fund Certificates in the respective amounts and in theapplicable manner determined as provided herein. In the event that the amount on deposit in theTrust Account on any Distribution Date shall be less than the applicable portion of the LowerTier Distribution Amount, Fannie Mae shall provide from its own funds the amount of anyinsufficiency. In addition, in the event that (i) the Lower Tier Distribution Amount shall beinsufficient to pay all interest due and payable on the Trust Fund Certificates during a particularmonth or (ii) any Distribution Date occurring during such month is a Final Distribution Date fora Class of Trust Fund Certificates (other than an Interest Only Class) and the distribution duringsuch month of the Lower Tier Distribution Amount will not be sufficient to reduce the ClassBalance of such Class to zero on such Final Distribution Date, then Fannie Mac shall (a)withdraw from the Trust Account such amount as shall be necessary to remedy any suchinsufficiency and (b) to the extent that funds in the Trust Account shall be insufficient therefor,apply its own funds towards remedying the same. Any distribution of principal pursuant to thepreceding sentence shall be deemed to be part of the Principal Distribution Amount for purposesof all future calculations of Class Factors.

Section 3.08. Information to Certificateholders. As soon as practicable following theeleventh calendar day of each month, Fannie Mac will make available the Class Factor (carriedto eight decimal places) for each Class of Certificates after giving effect to the distribution of thePrincipal Distribution Amount during the current calendar month and any addition to the ClassBalances of the Accrual Classes. Fannie Mac will also furnish to each Person who was a

Certificateholder at any time during a calendar year such statements and information as shall be 'required to be furnished by the Code.

Section 3.09. Transferor as Holder.

(a) Except as otherwise provided in Section 3.09(b), in determining whetherthe Holders of the requisite amount of Certificates have given any request, demand,authorization, direction, notice, consent or waiver hereunder, any Certificate beneficially heldby a Transferor, its affiliates or its agents shall be disregarded and deemed not to be outstanding.

(b) Section 3.09(a) above shall not apply when determining whether Holdersof the requisite amount of Certificates have given any request, demand, authorization, direction,notice, consent or waiver under this Trust Agreement (i) in respect of any matter regarding anevent of default of Fannie Mac or succession upon an event of default of Fannie Mac or (ii) inrespect of any consent required by clause (A), (B) or (C) of Section 9.02 of this TrustAgreement.

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ARTICLE IV

Accounts; Distributions

Section 4.01. Certificate Account; Security Distributions. On or before the issuance ofthe Lower Tier Classes, Fannie Mae shall either (i) open with an Eligible Depository one or moretrust accounts in the name of the Trustee of the Lower Tier REMIC that shall collectively be the"Certificate Account," (ii) in lieu of maintaining any such account or accounts, maintain theCertificate Account by means of appropriate entries on its books and records designating allamounts credited thereto in respect of the Mortgage Securities and all investments of any suchamounts as being held by it in its capacity as Trustee for the benefit of the Holders of the LowerTier Classes or (iii) maintain the Certificate Account in the form of any combination of accountsor book entries described in clauses (i) and (ii) above. Any manner or manners in which theCertificate Account is maintained may at any time be changed without notice to, or the approvalof, Holders of the Lower Tier Classes so long as funds held in the Lower Tier REMIC by, or forthe account of, the Trustee shall at all times be identified. To the extent that the CertificateAccount is maintained by the Trustee in the manner provided for in clause (ii) above, allreferences herein to deposits and withdrawals from the Certificate Account shall be deemed torefer to credits and debits to the related books of the Trustee.

Fannie Mae shall deposit in the Certificate Account all Security Distributions received byit as Trustee hereunder. All Security Distributions deposited from time to time in the CertificateAccount, all investments made with such moneys, including all income or other gain from suchinvestments, shall be held by the Trustee in the Certificate Account as part of the Lower TierREMIC as herein provided, subject to withdrawal by Fannie Mae for the purposes set forth inSection 4.05.

Section 4.02. Trust Account; Distributions. On or before the issuance of theCertificates, Fannie Mae shall either (i) open with an Eligible Depository one or more trustaccounts in the name of the Trustee of the Trust Fund that shall collectively be the "TrustAccount," (ii) in lieu of maintaining any such account or accounts, maintain the Trust Accountby means Of appropriate entries on its books and records designating all amounts credited theretoin respect of the Lower Tier Regular Classes and all investments of any such amounts as beingheld by it in its capacity as Trustee for the benefit of the Holders of the Trust Fund Certificates or(iii) maintain the Trust Account in the form of any combination of accounts or book entriesdescribed in clauses (i) and (ii) above. Any manner or manners in which the Trust Account ismaintained may at any time be changed without notice to, or the approval of, Holders of theTrust Fund Certificates so long as funds held in the Trust Fund by, or for the account of, theTrustee shall at all times be identified. To the extent that the Trust Account is maintained by theTrustee in the manner provided for in clause (ii) above, all references herein to deposits andwithdrawals from the Trust Account shall be deemed to refer to credits and debits to the relatedbooks of the Trustee.

Fannie Mae shall deposit in the Trust Account all distributions on the Lower Tier RegularClasses received by it as Trustee of the Trust Fund hereunder. All distributions on the LowerTier Regular Classes deposited from time to time in the Trust Account, all investments madewith such moneys, including all income or other gain from such investments, shall be held by the

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Trustee in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawalby Fannie Mac for the purposes set forth in Section 4.05.


Section 4.04. Investments. All or a portion of amounts in the Certificate Account or theTrust Account maintained with an Eligible Depository pursuant to clause (i) of Section 4.01 or4.02 shall be invested and reinvested at the discretion and direction of Fannie Mac in one or

more Eligible Investments bearing interest or sold at a discount. Any investments in obligationsof Fannie Mac shall be made on a basis substantially comparable to that available in an arm'slength transaction. No investment shall mature later than the Business Day immediatelypreceding the Distribution Date upon which the related amounts are required to be applied todistributions pursuant hereto, except that any investment in the federal funds market or on whichthe Eligible Depository, in its commercial capacity, or Fannie Mac is the obligor may mature onthe related Distribution Date. No Eligible Investment may be sold or disposed of prior to itsmaturity.

All amounts held by the Trustee pursuant to clause (ii) of Section 4.01 or 4.02 may becommingled with other funds at any time held by Fannie Mae and applied, subject to itsobligations herein contained, in its normal business operations or otherwise. Under nocircumstance shall Fannie Mac be accountable to either Trust for interest in respect of any

amounts so commingled and applie d.

Section 4.05. Withdrawals from Accounts. Amounts credited to the Certificate Accountand the Trust Account on any Distribution Date shall be withdrawn by Fannie Mac forapplication towards the distributions required hereby. In the event that amounts shall remain inthe Certificate Account in any month following distribution of the Lower Tier DistributionAmount for such month, such amounts may be withdrawn by Fannie Mac as compensation for itsadministrative and guaranty obligations or as reimbursement to Fannie Mac for any advance by itpursuant to such guaranty obligations under Sections 2.04 and 3.07 hereof. Any amount sowithdrawn shall no longer be a part of the Lower Tier REMIC.

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ARTICLE V

Residual Certificates

Section 5.01. Execution, Authentication, Availability and Dating of the ResidualCertificates. The Residual Certificates shall be executed on behalf of Fannie Mac by anAuthorized Officer of Fannie Mac under the corporate seal of Fannie Mac, which may be infacsimile form and be imprinted or otherwise reproduced thereon, and shall be attested by theSecretary, Assistant Secretary, or a second Authorized Officer of Fannie Mac. The signature ofany of these Persons on the Residual Certificates may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of this TrustAgreement, Fannie Mac may deliver Residual Certificates executed by Fannie Mac to theCertificate Registrar for authentication and the Certificate Registrar shall authenticate and makeavailable such Certificates as provided in this Trust Agreement and not otherwise.

No Residual Certificate shall be entitled to any benefit under this Trust Agreement or bevalid for any purpose, unless there appears on such Residual Certificate a certificate ofauthentication substantially in the form provided for herein, executed by the Certificate Registrarby the manual or facsimile signature of one of its authorized signatories, and such certificateupon any Residual Certificate shall be conclusive evidence, and the only evidence, that suchResidual Certificate has been duly authenticated and made available hereunder. Each ResidualCertificate shall be dated the date of its authentication.

Section 5.02. Registration and Registration of Transfer of Residual Certificates.(a) Fannie Mac shall cause to be kept at the office or agency to be maintained by it pursuant toSection 5.05 hereof, a register (the "Certificate Register") in which, subject to such reasonableregulations as it may prescribe, Fannie Mac shall provide for the registration of the ResidualCertificates and the registration of transfers of the Residual Certificates. Fannie Mac herebyinitially appoints U.S. Bank at its corporate trust office as Certificate Registrar and TransferAgent for the purpose of registration of the Residual Certificates and transfers thereof, asprovided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, FannieMac shall promptly appoint a successor or, in the absence of such appointment, assume theduties of Certificate Registrar or Transfer Agent, as the case may be.

(b) Upon surrender for registration of transfer of any Residual Certificate inaccordance with this Section 5.02 at the office or agency of Fannie Mac maintained for suchpurpose pursuant to Section 5.05 hereof, Fannie Mac shall execute, and the Certificate Registrarshall authenticate and make available, in the name of the designated transferee, a new ResidualCertificate of the appropriate Class. A Residual Certificate presented or surrendered forregistration of transfer shall (if so required by Fannie Mac, the Trustee or the CertificateRegistrar) be duly endorsed by, or be accompanied by a written instrhment of transfer in form

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satisfactory to Fannie Mac and the Certificate Registrar duly executed by, the Holder thereof orsuch Holder's attorney duly authorized in writing, and shall be accompanied by such otherdocuments as Fannie Mac or the Trustee may require.

(c) Any purported transfer of record or beneficial ownership, direct or indirect(whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to aDisqualified Organization of any Residual Certificate, or any beneficial interest therein, shall bevoid and of no effect. In no event shall the Certificate Registrar accept surrender for transfer,registration of transfer, or register the transfer, of any Residual Certificate nor authenticate andmake available any new Residual Certificate unless the Certificate Registrar has received aproperly executed United States Internal Revenue Service Form W-9 (or a Form W-SECI, in thecase of a proposed transferee (other than a U.S. Person) subject to United States income taxationon a net basis on income derived from the Residual Certificate) together with an affidavit fromthe proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions thatare applicable to the prevention of a transfer of a Residual Certificate to a DisqualifiedOrganization shall cease to have any further effect (and the applicable portions of the legend tothe Residual Certificate may be deleted) in the event that Fannie Mac determines, upon theadvice of its tax counsel, that such restrictions are not necessary to preclude the imposition of atax on the Lower Tier REMIC or the Trust Fund or upon the transferor of a Residual Certificate,or to maintain the qualification of each Trust as a REMIC and, as a result of such determination,this Trust Agreement is amended to declare such restrictions to be of no further effect.

(d) Under the Regulations, any purported transfer to a U.S. Person of record orbeneficial ownership, direct or indirect (whether pursuant to a purchase, a default under asecured lending agreement or otherwise), of a Residual Certificate that is a "noneconomicresidual interest" within the meaning of the Regulations for the purpose of avoiding or impedingthe assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. Theaffidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of thetransfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, thatthe proposed transferee understands that it may incur tax liabilities in excess of any cash flowsgenerated by a Residual Certificate, that it intends to pay taxes associated with holding aResidual Certificate as they become due, and that it will not cause income from a ResidualCertificate to be attributable to a foreign permanent establishment or fixed base of the proposedtransferee or another U.S. taxpayer.

(e) Any purported transfer of record or beneficial ownership, direct or indirect(whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of aResidual Certificate, or any beneficial interest therein,

(i) to a Person that is not (x) a U.S. Person or (y) a Person (other thana U.S. Person) subject to United States income taxation on a netbasis on income derived from the Residual Certificate or

(ii) to a partnership of which any Person or entity that holds an interest(directly, or indirectly through a pass-thru entity) is not (x) a U.S.Person or (y) a Person (other than a U.S. Person) subject to United

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States income taxation on a net basis on income derived from theResidual Certificate

shall be void and of no effect. The foregoing restriction shall cease to have any effect withrespect to a transfer of a Residual Certificate only if Fannie Mae has consented to such transferexpressly in writing.

(f) A Residual Certificate issued upon any registration of transfer thereof shall bethe valid obligation of Fannie Mae and entitled to the same benefits under this Trust Agreementas the Residual Certificate surrendered upon such registration of transfer.

(g) A service charge in an amount determined by Fannie Mae (such amount beingbased on a service charge schedule on file in the Corporate Trust Office of the CertificateRegistrar and in the office of the Corporate Secretary ofFannie Mae) shall be made for anyregistration of transfer of a Residual Certificate, and Fannie Mae may require payment of a sumsufficient to cover any tax or other governmental charge that may be imposed in connection withany registration of transfer of a Residual Certificate, other than exchanges pursuant to Section5.06 hereof not involving any transfer.

Section 5.03. Mutilated, Destroyed, Lost or Stolen Residual Certificates. If(i) anymutilated Residual Certificate is surrendered to Fannie Mae or the Certificate Registrar, or (ii)Fannie Mae receives evidence to its satisfaction of the destruction, loss or theft of any ResidualCertificate, and there is delivered to Fannie Mae such security or indemnity as may be requiredby it to save it harmless, then, in the absence of notice to Fannie Mae that such ResidualCertificate has been acquired by a bona fide purchaser, Fannie Mae shall execute and theCertificate Registrar shall authenticate and make available, in exchange for or in lieu of any suchmutilated, destroyed, lost or stolen Residual Certificate, a new Residual Certificate of theappropriate Class. Upon the issuance of any new Residual Certificate under this Section 5.03,Fannie Mae may require the payment of a sum sufficient to cover any tax or other governmentalcharge that may be imposed in relation thereto and any other expenses (including the fees andexpenses of the Certificate Registrar) connected therewith. Any duplicate Residual Certificateissued pursuant to this Section 5.03 shall constitute complete and indefeasible evidence ofownership in the Lower Tier REMIC or the Trust Fund, as the case may be, as if originallyissued, whether or not the lost or stolen Residual Certificate shall be found at any time.

Section 5.04. Persons Deemed Owners of the Residual Certificates. Prior to due

presentation of a Residual Certificate for registration of transfer, Fannie Mae, the Trustee, theCertificate Registrar and any agent ofFannie Mae or the Trustee may treat the Person in whosename the Residual Certificate is registered as the owner of the Residual Certificate for thepurpose of receiving distributions, if any, pursuant hereto and for all other purposes whatsoever,and neither Falmie Mae nor the Trustee, the Certificate Registrar or any agent of Fannie Mae orthe Trustee shall be affected by notice to the contrary.

Section 5.05. Maintenance of Office or Agency for the Residual Certificates. FannieMae shall maintain at its expense an office or agency where the Residual Certificates may besurrendered for registration of transfer and where notices and demands to or upon Fannie Mae inrespect of the Residual Certificates and this Trust Agreement may be served. Fannie Mae

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initially appoints U.S. Bank at its Corporate Trust Office as its office for said purposes. FannieMac will give prompt written notice to the Holders of the Residual Certificates of any change inthe location of any such office or agency.

Section 5.06. Reference in the Residual Certificates to Supplemental A_eements. AResidual Certificate authenticated and made available after the execution of any SupplementalAgreement pursuant to Article IX of this Trust Agreement may, and if required by Fannie Macshall, bear a notation as to any matter provided for in such Supplemental Agreement. IfFannieMac shall so determine, new Residual Certificates so modified as to conform, in the opinion ofFannie Mae, to any such Supplemental Agreement may be prepared and executed by Fannie Macand authenticated and made available by the Certificate Registrar in exchange for the outstandingResidual Certificates.

Section 5.07. Amendment Relating to Transfers to Disqualified Organizations. FalmieMae and the Trustee may, without the consent of any Holders of the Certificates, upon notice tothe Holders of the Residual Certificates, notwithstanding any provisions hereof to the contrary,amend this Trust Agreement in such manner as Fannie Mac may direct; provided, however, thatany such amendment shall be limited to such matters as, in the judgment of Fannie Mac, basedupon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the recordownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly orindirectly, to a Disqualified Organization; and (ii) to provide for a means to compel the transferof any Residual Certificate which is held by a Disqualified Organization to a Holder which is nota Disqualified Organization.

Section 5.08. Demands, Notices, Communications. All formal demands, notices andcommunications by and among Fannie Mac, the Certificate Registrar, the Paying Agent, theTransfer Agent and any Holder of a Residual Certificate shall be in writing and delivered inperson or by first class mail, postage prepaid (a) if to Fannie Mac, to the Corporate Secretary ofFannie Mae, 3900 Wisconsin Avenue, N.W., Washington, D.C. 20016, or to such other addressor addresses as shall be set forth in a notification to such Holder; (b) if to the CertificateRegistrar, the Paying Agent or the Transfer Agent, to the corporate trust office of the CertificateRegistrar, the Paying Agent and the Transfer Agent located at 1 Federal Street, Boston,Massachusetts 02110, or at such other address or addresses as shall be set forth in a notificationto such Holder; or (c) if to the Holder of a Residual Certificate, to such Holder at the addressshown in the Certificate Register. Any Person sending a notification to such Holder shall sendcopies of such notification as provided herein to Fannie Mac, the Certificate Registrar, thePaying Agent and the Transfer Agent. Any notice mailed in the manner provided above withinthe time, if any, prescribed in this Trust Agreement, or if no such time is specified, five BusinessDays after mailing, shall be conclusively presumed to have been duly given whether or not suchHolder receives such notice.

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ARTICLE VI

Limitation of Liability

Section 6.01. General Limitation. Fannie Mac shall be liable under the terms of the

Lower Tier Classes, the Certificates and this Trust Agreement only to the extent of faithfulperformance of the duties and responsibilities imposed by the terms of the Lower Tier Classes,the Certificates and this Trust Agreement.

Section 6.02. Measure of Liability. Neither Fannie Mac nor any of the directors,officers, employees or agents of Fannie Mac shall be under any liability for any action taken orfor refraining fromthe taking of any action in good faith pursuant to the terms of this TrustAgreement, or for errors in judgment; provided, however, that this provision shall not protectFannie Mac or any such person against any liability for action or inaction by reason of willfulmisfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations andduties.

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

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

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ARTICLE VII

Fannie Mae

Section 7.01. Resignation. Fannie Mae shall not resign from the duties imposed uponFannie Mac in its corporate capacity or in its capacity as Trustee by the terms of this TrustAgreement except upon determination that the performance of such duties is not permissibleunder applicable law. Any such determination shall be based upon and consistent with anOpinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to thedual nature of Fannie Mae's activities hereunder and the conclusion of such Opinion of Counselmay be changed by Fannie Mac's resigning in its corporate capacity or resigning in its capacityas Trustee, Fannie Mae shall resign in its capacity as Trustee and shall continue to act hereunderin its corporate capacity. No resignation shall become effective until a successor shall have beenappointed and shall have assumed all duties imposed by the terms of this Trust Agreement;provided, however, that no successor to Fannie Mae in its corporate capacity hereunder shall beobligated to perform under Fannie Mac's guaranty of the Lower Tier Regular Classes and theTrust Fund Certificates pursuant to Sections 2.04 and 3.07. Fannie Mae, notwithstanding anysuch resignation, shall continue to be obligated under its guaranty of the Lower Tier RegularClasses and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07.

In the event of any such resignation; Fannie Mac promptly shall furnish written noticethereof to all Holders of Certificates, together with an explanation of the reason or reasonstherefor, and at its own cost and expense shall proceed promptly to petition a court of competentjurisdiction for the appointment of a successor to assume the duties imposed by this TrustAgreement in respect of the capacity or capacities as to which Fannie Mac shall have resigned.Fannie Mae shall take all such action and execute and deliver all such instruments as may benecessary and appropriate to prosecute such petition and to comply with all final orders anddecrees of the court.

Section 7.02. Merger or Consolidation. Any corporation or other entity into whichFannie Mac is merged or consolidated, or any corporation or other entity resulting from anymerger, conversion or consolidation to which Fannie Mac shall be a party, or any corporation orother entity succeeding to the business ofFannie Mae, shall succeed to and assume all dutiesimposed upon Fannie Mae in its corporate capacity and in its capacity as Trustee by the terms ofthis Trust Agreement, without the filing of any instrument or the performance of any further actby Fannie Mae or any Certificateholder. Fannie Mac promptly shall furnish written notice ofsuch succession to all Certificateholders.


Section 7.04. Succession upon Default. Each of the following events shall constitute anEvent of Default by Fannie Mae hereunder:

(a) any failure by Fannie Mac to distribute to Holders of Certificates ofany Class any distribution required to be made under the terms of suchCertificates and this Trust Agreement which continues unremedied for a period offifteen days after the date upon which written notice of such failure, requiring the

22NYI 5780539v.3

same to be remedied, shall have been given to Fannie Mac by the Holders ofCertificates of such Class having Certificate Balances aggregating not less than5% of the Class Balance of such Class; or

(b) failure on the part ofFannie Mae duly to observe or perform in anymaterial respect any other of the covenants or agreements on the part of FannieMae in the Certificates or in this Trust Agreement which continues unremediedfor a period of 60 days after the date on which written notice of such failure,requiring the same to be remedied, shall have been given to Fannie Mac by theHolders of Certificates of any Class having Certificate Balances aggregating notless than 25% of the Class Balance of such Class; or

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

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

(e) Fannie Mac shall admit in writing its inability to pay its debtsgenerally as they become due, file a petition to invoke any applicable insolvencyor reorganization statute, make an assignment for the benefit of its creditors, orvoluntarily suspend payment of its obligations.

Upon the occurrence of an Event of Default, and so long as such Event of Default shallnot have been remedied, the Holders of Certificates of any Class having Certificate Balancesaggregating not less than 25% of the Class Balance of such Class may (a) terminate allobligations and duties imposed upon Fannie Mae in its corporate capacity (other than itscontinuing obligations as set forth in the first paragraph of Section 7.01) and in its capacity asTrustee of both Trusts under this Trust Agreement, and (b) name and appoint a successor orsuccessors (in case such Holders of Certificates shall' appoint a separate Person to act as Trustee)to succeed to and assume all of such obligations (other than its guaranty obligations as set forthin the first paragraph of Section 7.01) and duties and to the legal title to the Mortgage Securities,the Lower Tier Classes and other assets comprising each Trust. Such actions shall be effected bynotice in writing to Fannie Mae and shall become effective upon receipt of such notice by FannieMae and the acceptance of such appointment by such successor or successors.

On and after the receipt by Fannie Mae of such written notice and the acceptance by thesuccessor or successors to Fannie Mae, all obligations (other than its continuing obligations asset forth in the first paragraph of Section 7.01) and duties imposed upon Fannie Mae in itscorporate capacity and in its capacity as Trustee under this Trust Agreement shall pass to andvest in the successor or successors named in the notice, and such successor or successors shall be

23NYI 5780539v.3

authorized, and hereby are authorized, to take all such action and execute and deliver all such

instruments and documents on behalf of Fannie Mae, as attorney in fact or otherwise, as may benecessary and appropriate to effect the purposes of such written notice, including, withoutlimitation, the transfer of |egal title in and to the Mortgage Securities, the Lower Tier Classes andall proceeds and avails thereof then held by Fannie Mae.

Section 7.05. Fannie Mae as Holder. Fannie Mac shall have the fight to purchase andhold for its own account any Certificate issued pursuant to the terms of this Trust Agreement,notwithstanding the rights and duties conferred and imposed upon Fannie Mae by this TrustAgreement. In determining whether the Holders of the requisite amount of Certificates havegiven any request, demand, authorization, direction, notice, consent or waiver hereunder, anyCertificate held by Fannie Mac in its corporate capacity shall be disregarded and deemed not tobe outstanding.

Section 7.06. Event of Default Under Any Trust Indenture; Amendments to Any TrustIndenture; Waiver. In the event that, as to any MBS, there shall be a Default Under the TrustIndenture or an Event of Default Under the Trust Indenture, the Holders of the Certificates of therelated Classes may, in the event that the Trustee shall not take any such action on their behalf,give such notice and take such action as certificateholders under such Trust Indenture shall bepermitted to take in respect thereof. For purposes of any Trust Indenture pursuant to which anysuch action shall be taken or notice given, the holders of the fractional undivided interest in therelated trust fund represented by the MBS shall be considered to have approved any such actionor given any such notice in an amount which is equal to such fractional undivided interestmultiplied by a percentage equal to that percentage obtained by dividing the aggregate of theCertificate Balances of all such Certificates the Holders of which have taken such action or givensuch notice as permitted hereby by the aggregate of the related Class Balances.

In the event that Fannie Mae shall desire to amend any Trust Indenture pursuant toSection 11.02 (or any similar provision) thereof, under circumstances requiring the vote ofcertificateholders thereunder, the Trustee may not vote the related MBS on behalf of Holders ofthe related Certificates except upon the direction to do so from the Holders of the Certificates ofthe related Classes having Certificate Balances aggregating not less than 51% of the aggregate ofthe related Class Balances. Similar direction shall be required in order for the Trustee to waivecompliance with any provision of a Trust Indenture where the vote of certificateholders isrequired pursuant to Section 11.02 (or any similar provision) thereof.

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ARTICLE VIII

Termination

Section 8.01. Termination. The respective obligations and responsibilities of FannieMae in its corporate capacity and in its capacity as Trustee created hereby shall terminate, as tothe Lower Tier REMIC, upon the distribution by Fannie Mae to all Holders of the Lower TierCiasses of all amounts required to be distributed hereunder upon the final payment of the lastMortgage Security remaining in the Lower Tier REMIC, and, as to the Trust Fund, upondistribution by Fannie Mac to all Holders of the Trust Fund Certificates of all amounts requiredto be distributed hereunder upon the final payment of the Lower Tier Classes; provided,however, that in no event shall either Trust created hereby continue beyond the expiration of 21years from the death of the last survivor of the descendantsof Joseph P. Kennedy, the lateambassador of the United States to the Court of St. James's, living on the Issu6 Date.

Notice of any termination shall be given promptly by Fannie Mae to Holders of RegularCertificates by publication of a Class Factor equal to zero for each outstanding Class ofCertificates not later than the eighth Business Day of the month of the related Distribution Date.Notice to any Holder of a Residual Certificate shall be given by letter mailed not earlier than 45days and not later than 30 days prior to the'final Distribution Date, unless notice cannot be givenwithin this time frame because of unscheduled principal prepayments in which case notice shallbe given as promptly as practicable after Fannie Mac determines that such final payment isrequired to be made (such notice to be given in such manner as shall reasonably assure itsprompt receipt).

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ARTICLE IX

Supplemental Agreements

Section 9.01. Permissible Without Action by Certificateholders. Fannie Mac and theTrustee, from time to time and at any time, may, without the consent of or notice (other than inthe case of any instrument supplemental hereto pursuant to clause (b) below) to any Holder of aCertificate or a Lower Tier Regular Class, enter into an agreement or other instrumentsupplemental hereto and which thereafter shall form a part hereof, for any one or more of thefollowing purposes:

(a) to add to the covenants ofFannie Mae;

(b) to evidence the succession pursuant to Article VII of another Person orPersons to Fannie Mac and the assumption by such successor or successors of theobligations of Fannie Mac hereunder in its corporate capacity or in its capacity asTrustee or in both such capacities;

(c) to eliminate any fight reserved to or conferred upon Fannie Mac in itscorporate capacity;

(d) to take such action to cure any ambiguity or correct any provision inthis Trust Agreement or to supplement any provision in this Trust Agreement asFannie Mac may deem necessary or desirable, provided that any suchsupplemental provision shall not materially or adversely affect the interests of theholder of any Certificate that is outstanding immediately prior to the execution ofsuch instrument evidencing such supplemental provision; or

(e) to modify, eliminate or add to the provisions of this Trust Agreementto such extent as shall be necessary to maintain the qualification of either Trust asa REMIC under the Code; provided that there shall have been delivered to theTrustee an Opinion of Counsel to the effect that such action is necessary oradvisable to maintain such qualification;

provided, however, that any such supplemental agreement entered into pursuant to this Section9.01 shall not have any of the effects described in clause (A), (B) or (C) of Section 9.02.

Section 9.02. Waivers and Supplemental Agreements with Consent of Holders. Withthe consent of the Holders of Certificates of each Class having Certificate Balances aggregatingnot less than 66% of the Class Balance of such Class (a) compliance by Fannie Mac with any ofthe terms of this Trust Agreement may be waived or (b) Fannie Mac, in its corporate capacityand in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose ofadding any provisions to or changing in any manner or eliminating any of the provisions of thisTrust Agreement or of modifying in any manner the fights of the Holders of the Certificates orthe Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that nosucli waiver or Supplemental Agreement shall:

26NYI 5780539v.3

(A) without the consent of all Certificateholders reduce in any manner theamount of, or delay the timing of, distributions which are required to be made onany Certificate;

(B) without the consent of all Certificateholders (i) terminate or modifyFannie Mae's guaranty of the Lower Tier Regular Classes pursuant to Section2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.07, (ii)significantly change any permitted activity of either Trust or (iii) reduce theaforesaid percentages of Certificates, the Holders of which are required to consentto any waiver or any Supplemental Agreement; or

(C) without the consent of all Certificateholders, materially adverselyaffect the rights of the Holder of a Residual Certificate, including withoutlimitation, by having the effect of increasing any taxes payable by the Holder ofsuch Residual Certificate.

Notwithstanding any other provision of this Trust Agreement, clause (B)(ii) of Section9.02 shall be interpreted in a manner consistent with the requirements of Statement of FinancialAccounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets andExtinguishments of Liabilities.

It shall not be necessary for Holders to approve the particular form of any proposedSupplemental Agreement, but it shall be sufficient if such Holders shall approve the substancethereof.

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

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ARTICLE X

Miscellaneous

Section 10.01. Holders. The death or incapacity of any Holder shall not operate toterminate this Trust Agreement, nor entitle such Holder's legal representative or heirs to claim anaccounting or to take any action or proceeding in any court for a partition or winding up of theaffairs of the related Trust, nor otherwise affect the rights, duties and obligations of any of theparties to this Trust Agreement.

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

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

Section 10.02. Reserve Banks as Agent. For each Regular Certificate, the appropriateReserve Bank shall be considered to be acting as the agent ofFannie Mae in providing to andconferring upon the owners of the Regular Certificates, as such owners shall appear on therecords of such Reserve Bank, the substantive rights and benefits which are provided for hereinfor Holders of such Certificates. Accordingly, the substantive effect of all provisions hereinproviding rights and benefits to Holders of Regular Certificates, including, without limitation,provisions relating to distributions, voting and notices, shall apply to such record owners on thebooks of the Reserve Bank, through the appropriate Reserve Bank acting as agent for FannieMae.

Section 10.03. Governing Law. The terms of this Trust Agreement shall be construed inaccordance with the laws of the District of Columbia.

Section 10.04. Demands, Notices, Communications. All formal demands, notices andcommunications by and between Fannie Mae and the Holder of any Certificate shall be inwriting and delivered in person or by first class mail, postage prepaid (a) if to Fannie Mae, to theCorporate Secretary ofFannie Mae, 3900 Wisconsin Avenue, N.W., Washington, D.C. 20016, orto such other address as shall be set forth in a notification to Holders or (b) if to a Holder of aResidual Certificate, to such Holder at the address shown in the Certificate Register or (c) if tothe Holder of a Regular Certificate, to the appropriate Holder in care of the Reserve Bank at theaddress provided to Fannie Mae by such Reserve Bank or (d) if to the Certificate Registrar, thePaying Agent or the Transfer Agent, to the corporate trust office thereof located at 1 FederalStreet, Boston MA 02110. Any notice so mailed within the time prescribed in this Trust

28NY! 5780539v.3

Agreement shall be conclusively presumed to have been duly given whether or not the Holderreceives such notice.

Section 10.05. Severability of Provisions. If any one or more of the covenants,agreements, provisions or terms of this Trust Agreement shall be for any reason whatsoever heldinvalid, then such covenants, agreements, provisions or terms shall be deemed severable from theremaining covenants, agreements, provisions or terms of this Trust Agreement and shall in noway affect the validity or enforceability of the other provisions of this Trust Agreement or of theCertificates or Lower Tier Classes or the rights of the Holders thereof.

29NYI 5780539v.3

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

FANNIE MAE,

in its corporate capacity,and as Trustee

[SEAL]

By:._Vice President

Attest: _ ,__Assistant Secretary /

{TRUST AGREEMENT - REMIC TRUST 2005-102 SIGNATURE PAGE}

EXHIBIT B-1

• THIS CLASS 102-R REMIC CERTIFICATE HAS NO PRINCIPAL BALANCE,DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT ASPROVIDED HEREIN.

THIS CLASS 102-R REMIC CERTIFICATE IS NOT GUARANTEED BY THEUNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THEUNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THANFANNIE MAE.

TRANSFER OF THIS CLASS 102-R REMIC CERTIFICATE IS RESTRICTEDAS SET FORTH_IN THE TRUST AGREEMENT. NO TRANSFER OF THIS CLASS 102-RREMIC CERTIFICATE MAY BE MADE TO A "DISQUALIFIED ORGANIZATION" ASDEFINED IN SECTION 860E(e)(5) OF THE INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE "CODE"). SUCH TERM INCLUDES THE UNITED STATES, ANY STATEOR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANYINTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY OFTHE FOREGOING (OTHER THAN CERTAIN TAXABLE INSTRUMENTALITIES), ANYCOOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDINGTELEPHONE SERVICE TO PERSONS IN RURAL AREAS, OR ANY ORGANIZATION(OTHER THAN A FARMERS' COOPERATIVE) THAT IS EXEMPT FROM FEDERALINCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ONUNRELATED BUSINESS INCOME. NO TRANSFER OF THIS CLASS 102-R REMICCERTIFICATE WILL BE REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE

PROPOSED TRANSFEREE HAS DELIVERED (A) AN AFFIDAVIT AFFIRMING, AMONGOTHER THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIEDORGANIZATION AND IS NOT ACQUIRING THE CLASS 102-R REMIC CERTIFICATE FORTHE ACCOUNT OF A DISQUALIFIED ORGANIZATION, AND CONSENTING TOAMENDMENT OF THE TRUST AGREEMENT UNDER THE CIRCUMSTANCES DESCRIBEDIN THE AFFIDAVIT AND (B) A PROPERLY EXECUTED UNITED STATES INTERNALREVENUE SERVICE FORM W-9 (OR A FORM W-8ECI, IN THE CASE OF A PROPOSEDTRANSFEREE THAT IS A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITEDSTATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THE CLASS

102-R REMIC CERTIFICATE). A COPY OF THE FORM OF AFFIDAVIT REQUIRED OFEACH PROPOSED TRANSFEREE IS ON FILE AND AVAILABLE FROM THE CORPORATETRUST OFFICE.

A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY

GIVE RISE TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES,UPON AN AGENT ACTING FOR THE TRANSFEREE. A PASS-THRU ENTITY THATHOLDS THIS CLASS 102-R REMIC CERTIFICATE AND THAT HAS A DISQUALIFIEDORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR GENERALLY WILL BESUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE PRODUCT OF (A) THEAMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF THISCERTIFICATE OWNED THROUGH SUCH PASS-THRU ENTITY BY SUCH DISQUALIFIEDORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ONCORPORATIONS. FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERM"PASS-THRU" ENTITY INCLUDES REGULATED INVESTMENT COMPANIES, REALESTATE INVESTMENT TRUSTS, COMMON TRUST FUNDS, PARTNERSHIPS, TRUSTS,

B-l-1NYI 5780539v.3

ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER T OF THE CODEAPPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES HOLDING ANINTEREST IN A PASS-THRU ENTITY.

IF THIS CLASS 102-R REMIC CERTIFICATE WOULD CONSTITUTE A"NONECONOMIC RESIDUAL INTEREST" WITHIN THE MEANING OF TREASURYREGULATIONS ISSUED ON DECEMBER 23, 1992, ANY TRANSFER OF THIS CLASS 102-RREMIC CERTIFICATE FOR THE PURPOSE OF AVOIDING OR IMPEDING THEASSESSMENT OR COLLECTION OF TAX WILL BE DISREGARDED FOR ALL U.S.FEDERAL TAX PURPOSES. THE AFFIDAVIT REQUIRED TO BE SUPPLIED UPON THETRANSFER OF THIS CLASS 102-R REMIC CERTIFICATE DESCRIBED ABOVE ALSOMUST AFFIRM THAT NO PURPOSE OF THE TRANSFER OF THIS CLASS 102-R REMICCERTIFICATE IS TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX,THAT THE PROPOSED TRANSFEREE UNDERSTANDS THAT IT MAY INCUR TAXLIABILITIES IN EXCESS OF ANY CASH FLOWS GENERATED BY THE CLASS 102-RREMIC CERTIFICATE, THAT IT INTENDS TO PAY TAXES ASSOCIATED WITH HOLDINGTHE CLASS 102-R REMIC CERTIFICATE AS THEY BECOME DUE, AND THAT IT WILLNOT CAUSE INCOME FROM THIS CLASS 102-R REMIC CERTIFICATE TO BEATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE OFTHE PROPOSED TRANSFEREE OR ANOTHER U.S. TAXPAYER.

IN ADDITION, TRANSFER OF THIS CLASS 102-R REMIC CERTIFICATE ISRESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS

CLASS 102-R REMIC CERTIFICATE MAY BE MADE (X) TO ANY PERSON THAT IS NOT (I)A "U.S. PERSON" OR (II) A PERSON (OTHER THAN A U.S. PERSON)SUBJECT TO UNITEDSTATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THE CLASS

102-R REMIC CERTIFICATE OR (Y) TO A PARTNERSHIP OF WHICH ANY PERSON ORENTITY THAT HOLDS AN INTEREST (DIRECTLY, OR INDIRECTLY THROUGH A PASS-TILRU ENTITY) IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S.PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ONINCOME DERIVED FROM THE CLASS 102-R REMIC CERTIFICATE WITHOUT THEEXPRESS WRITTEN CONSENT OF FANNIE MAE. THE TERM "U.S. PERSON" MEANS ACITIZEN OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OROTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITEDSTATES OR ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE THE INCOME OFWHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGARDLESS OF THESOURCE OF ITS INCOME, OR A TRUST IF A COURT WITHIN THE UNITED STATES CANEXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION AND AT LEAST ONEU. S. PERSON HAS AUTHORITY TO CONTROL ALL SUBSTANTIAL DECISIONS OF THETRUST.

B-1-2NYI 5780539v.3

Pursuant to Trust Agreement Dated as of October 1, 2005

Fannie Mae

Guaranteed REMIC Pass-Through Certificateevidencing an undivided beneficial ownership interest in

Fannie Mae REMIC Trust 2005-102

Issued byFANNIE MAE

Class 102-R

Issue Date: October 1, 2005

Certificate No.:

CUSIP No.: 31394UJV5 Final Distribution Date: November 2035

Registered Holder:

Taxpayer Identification Number:

FEDERAL NATIONAL MORTGAGE ASSOCIATION, a body corporate

organized and existing under the laws of the United States ("Fannie Mae", which term includesany successor), in its corporate capacity, for value received, hereby promises to distribute to theRegistered Holder identified above or registered assigns (the "Holder"), subject to the terms and•conditions of the trust agreement dated as of October 1, 2005 (the "Trust Agreement"), betweenFannie Mae in its corporate capacity and Fannie Mac as trustee (the "Trustee"), the proceeds ofthe remaining assets of the Trust Fund, if any, after the Class Balance of each Class of REMICCertificates has been reduced to zero.

This Class 102-R REMIC Certificate represents a "residual interest" in a "realestate mortgage investment conduit" as those terms are defined in the Internal Revenue Code of1986, as amended.

This Class 102-R REMIC Certificate is one of a duly authorized issue ofGuaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the "REMICCertificates"), representing the beneficial ownership interest in Fannie Mae REMIC Trust 2005-102 (herein called the "Trust Fund"), all issued and to be issued under the Trust Agreement, towhich Trust Ageement and all amendments supplemental thereto reference is hereby made for astatement of the respective rights thereunder of Fannie Mae, the Trustee, and the Holders of theREMIC Certificates of each Class thereof and the terms upon which this Class 102-R REMICCertificate is, and is to be, authenticated and made available. All capitalized terms used in thisClass 102-R REMIC Certificate which are defined in the Trust Agreement, shall have the

meanings assigned to them in the Trust Agreement.

B-l-3NY1 5780539v.3

No distributions will be made on this Class 102-R REMIC Certificate; provided,however, that any distribution of the proceeds of the remaining assets of the Trust Fund will bemade only upon presentation and surrender of this Class 102-R REMIC Certificate at theCorporate Trust Office of the Paying Agent as specified in the Trust Agreement.

The Trust Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of Fannie Mac and therights of the REMIC Certificateholders under the Trust Agreement at any time by Fannie Maewith the consent of the Holders of REMIC Certificates of each Class having Certificate Balancesaggregating not less than 66% of the Class Balance of such Class. The Trust Agreement alsopermits the amendment thereof, in certain limited circumstances, without the consent of theHolders of any of the REMIC Certificates.

Any consent by the Holder of this Class 102-R REMIC Certificate pursuant to theTrust Agreement shall be conclusive and binding on such Holder and upon all future Holders ofthis Class 102-R REMIC Certificate and of any Class 102-R REMIC Certificate issued upon theregistration of transfer hereof or in lieu hereof whether or not notation of such consent is madeupon this Class 102-R REMIC Certificate.

This Class 102-R REMIC Certificate is issuable only as a registered REMICCertificate. As provided in the Trust Agreement and subject to certain limitations set forththerein, and subject to the restrictions on transfer set forth on the first and second pages hereof,the transfer of this Class 102-R REMIC Certificate is registrable in the Certificate Register ofFannie Mae upon surrender of this Class 102-R REMIC Certificate for registration of transfer atthe office or agency maintained by Fannie Mae for such purpose, duly endorsed by, oraccompanied by a written instrument of transfer in form satisfactory to Fannie Mac and theCertificate Registrar duly executed by, the Holder hereof or such Holder's attorney dulyauthorized in writing, and such other documents as Fannie Mae, the Trustee or the CertificateRegistrar may require, and thereupon a new Class 102-R REMIC Certificate will be issued to thedesignated transferee. A service charge in an amount determined by Fannie Mae shall beimposed for any registration of transfer of this Class 102-R REMIC Certificate and Fannie Maemay require payment of a sum sufficient to cover any tax or other governmental charge that maybe imposed in connection therewith.

The Holder of this Class 102-R REMIC Certificate, by the acceptance of suchCertificate, agrees that Fannie Mac is designated as its fiduciary in the performance of all theduties required of, or permitted to be taken by, the tax matters person for the Trust Fund and, ifnecessary, to execute a power of attorney to such effect.

Fannie Mac, the Trustee, the Certificate Registrar and any agent of Fannie Mae orthe Trustee may treat the Person in whose name this Class 102-R REMIC Certificate isregistered as the owner hereof for all purposes, and neither Fannie Mac nor the Trustee, theCertificate Registrar or any agent of Fannie Mac or the Trustee shall be affected by notice to thecontrary.

B-l-4NYI 5780539v.3

This Class 102-R REMIC Certificate shall be construed in accordance with, and

governed by, the substantive laws of the District of Columbia applicable to agreements madeand to be performed therein.

This Class 102-R REMIC Certfficate is issued under and is subject to the terms,provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of thisClass 102-R REMIC Certificate by virtue of the acceptance hereof assents and by which suchHolder is bound.

Unless the certificate of authentication hereon has been executed by or on behalfof the Certificate Registrar by manual or facsimile signature, this Class 102-R REMICCertificate shall not be entitled to any benefit under the Trust Agreement or be valid for anypurpose.

B-l-5NYI 5)80539v.3

IN WITNESS WHEREOF, Fannie Mae has caused this Certificate to be dulyexecuted by manual or facsimile signature under its official seal.

FANNIE MAE

in its corporate capacity, and as Trustee

By:Vice President

(Seal)Attest:

Assistant Secretary

B-l-6NYI 5780539v.3

CERTIFICATE OF AUTHENTICATION

This is the Class 102-R REMIC Certificate referred to in the within-mentioned Trust

Agreement.

U.S. BANK NATIONAL ASSOCIATION,Certificate Registrar

Dated:

By:Authorized Signatory

B-1-7NYI 5780539v.3

EXHIBIT B-2

THIS CLASS 102-RL REMIC CERTIFICATE HAS NO PRINCIPAL BALANCE,DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT ASPROVIDED HEREIN.

THIS CLASS 102-RL REMIC CERTIFICATE IS NOT GUARANTEED BY THEUNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THEUNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THANFANNIE MAE.

TRANSFER OF THIS CLASS 102-RL REMIC CERTIFICATE IS RESTRICTEDAS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS CLASS 102-RL

REMIC CERTIFICATE MAY BE MADE TO A "DISQUALIFIED ORGANIZATION" ASDEFINED IN SECTION 860E(e)(5) OF THE INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE "CODE"). SUCH TERM INCLUDES THE UNITED STATES, ANY STATE ORPOLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANYINTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY OFTHE FOREGOING (OTHER THAN CERTAIN TAXABLE INSTRUMENTALITIES), ANYCOOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDINGTELEPHONE SERVICE TO PERSONS IN RURAL AREAS, OR ANY ORGANIZATION(OTHER THAN A FARMERS' COOPERATIVE) THAT IS EXEMPT FROM FEDERALINCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATEDBUSINESS INCOME. NO TRANSFER OF THIS CLASS 102-RL REMIC CERTIFICATE WILLBE REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED

TRANSFEREE HAS DELIVERED (A) AN AFFIDAVIT AFFIRMING, AMONG OTHER THINGS,THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND ISNOT ACQUIRING THE CLASS 102-RL REMIC CERTIFICATE FOR THE ACCOUNT OF ADISQUALIFIED ORGANIZATION, AND CONSENTING TO AMENDMENT OF THE TRUSTAGREEMENT UNDER THE CIRCUMSTANCES DESCRIBED IN THE AFFIDAVIT AND (B) APROPERLY EXECUTED UNITED STATES INTERNAL REVENUE SERVICE FORM W-9 (ORA FORM W-8ECI, IN THE CASE OF A PROPOSED TRANSFEREE THAT IS A PERSON(OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON ANET BASIS ON INCOME DERIVED FROM THE CLASS 102-RL REMIC CERTIFICATE). ACOPY OF THE FORM OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE ISON FILE AND AVAILABLE FROM THE CORPORATE TRUST OFFICE.

A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAYGIVE RISE TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES,UPON AN AGENT ACTING FOR THE TRANSFEREE. A PASS-THRU ENTITY THAT HOLDS

THIS CLASS 102-RL REMIC CERTIFICATE AND THAT HAS A DISQUALIFIEDORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR GENERALLY WILL BESUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE PRODUCT OF (A) THEAMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF THISCERTIFICATE OWNED THROUGH SUCH PASS-THRU ENTITY BY SUCH DISQUALIFIEDORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ONCORPORATIONS. FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERM"PASS-THRU" ENTITY INCLUDES REGULATED INVESTMENT COMPANIES, REALESTATE INVESTMENT TRUSTS, COMMON TRUST FUNDS, PARTNERSHIPS, TRUSTS,ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER T OF THE CODE

B-2-1NYI 5780539v.3

APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES HOLDING ANINTEREST IN A PASS-THRU ENTITY.

IF THIS CLASS 102-RL REMIC CERTIFICATE WOULD CONSTITUTE A"NONECONOMIC RESIDUAL INTEREST" WITHIN THE MEANING OF TREASURYREGULATIONS ISSUED ON DECEMBER 23, 1992, ANY TRANSFER OF THIS CLASS 102-RLREMIC CERTIFICATE FOR THE PURPOSE OF AVOIDING OR IMPEDING THEASSESSMENT OR COLLECTION OF TAX WILL BE DISREGARDED FOR ALL U.S.FEDERAL TAX PURPOSES. THE AFFIDAVIT REQUIRED TO BE SUPPLIED UPON THETRANSFER OF THIS CLASS 102-RL REMIC CERTIFICATE DESCRIBED ABOVE ALSOMUST AFFIRM THAT NO PURPOSE OF THE TRANSFER OF THIS CLASS 102-RL REMICCERTIFICATE IS TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX,THAT THE PROPOSED TRANSFEREE UNDERSTANDS THAT IT MAY INCUR TAXLIABILITIES IN EXCESS OF ANY CASH FLOWS GENERATED BY THE CLASS 102-RLREMIC CERTIFICATE, THAT IT INTENDS TO PAY TAXES ASSOCIATED WITH HOLDINGTHE CLASS 102-RL REMIC CERTIFICATE AS THEY BECOME DUE, AND THAT IT WILLNOT CAUSE INCOME FROM THIS CLASS 102-RL REMIC CERTIFICATE TO BEATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE OF THEPROPOSED TRANSFEREE OR ANOTHER U.S. TAXPAYER.

IN ADDITION, TRANSFER OF THIS CLASS 102-RL REMIC CERTIFICATE ISRESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THISCLASS 102-RL REMIC CERTIFICATE MAY BE MADE (X) TO ANY PERSON THAT IS NOT (I)A "U.S. PERSON" OR OI) A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITEDSTATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THE CLASS102-RL REMIC CERTIFICATE OR (Y) TO A PARTNERSHIP OF WHICH ANY PERSON ORENTITY THAT HOLDS AN INTEREST (DIRECTLY, OR INDIRECTLY THROUGH A PASS-THRU ENTITY) IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S.PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ONINCOME DERIVED FROM THE CLASS 102-RL REMIC CERTIFICATE WITHOUT THEEXPRESS WRITTEN CONSENT OF FANNIE MAE. THE TERM "U.S. PERSON" MEANS ACITIZEN OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OROTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITEDSTATES OR ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE THE INCOME OFWHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGARDLESS OF THESOURCE OF ITS INCOME, OR A TRUST IF A COURT WITHIN THE UNITED STATES CANEXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION AND AT LEAST ONEU.S. PERSON HAS AUTHORITY TO CONTROL ALL SUBSTANTIAL DECISIONS OF THETRUST.

B -2 -2NYi 5780539v.3

Pursuant to Trust Agreement Dated as of October 1, 2005

Fannie Mae

Guaranteed REMIC Pass-Through Certificateevidencing an undivided beneficial ownership interest in

the Lower Tier REMIC (defined herein)relating to Fannie Mae REMIC Trust 2005-102

Issued byFANNIE MAE

Class 102-RL

Issue Date: October 1, 2005

Certificate No.:

CUSIP No.: 31394UJW3 Final Distribution Date: November 2035

Registered Holder:

Taxpayer Identification Number:

FEDERAL NATIONAL MORTGAGE ASSOCIATION, a body corporateorganized and existing under the laws of the United States ("Fannie Mae", which term includesany successor), in its corporate capacity, for value received, hereby promises to distribute to theRegistered Holder identified above or registered assigns (the "Holder"), subject to the terms andconditions of the trust agreement dated as of October 1, 2005 (the "Trust Agreement"), betweenFannie Mae in its corporate capacity and Fannie Mae as trustee (the "Trustee"), the proceeds ofthe remaining assets of the Lower Tier REMIC, if any, after the Class Balance of each Lower TierClass has been reduced to zero.

This Class 102-RL REMIC Certificate represents a "residual interest" in a "realestate mortgage investment conduit" as those terms are defined in the Internal Revenue Code of1986, as amended.

This Class 102-RL REMIC Certificate is one of a duly authorized issue ofGuaranteed REMIC Pass-Through Certificates ofFannie Mae (herein called the "REMICCertificates"), representing beneficial ownership interest in one of two trust funds (the "LowerTier REMIC" and the "Trust Fund", respectively), all issued and to be issued under the TrustAgreement, to which Trust Agreement and all amendments supplemental thereto reference ishereby made for a statement of the respective rights thereunder ofFannie Mae, the Trustee, andthe Holders of the REMIC Certificates of each Class thereof and the terms upon which thisClass 102-RL REMIC Certificate is, and is to be, authenticated and made available. Allcapitalized terms used in this Class 102-RL REMIC Certificate which are defined in the TrustAgreement, shall have the meanings assigned to them in the Trust Agreement.

B-2-3NY1 5780539v.3

No distributions will be made on this Class 102-RL REMIC Certificate except thatany distribution of the proceeds of any remaining assets of the Lower Tier REMIC will be madeonly upon presentation and surrender of this Class 102-RL REMIC Certificate at the CorporateTrust Office of the Paying Agent as specified in the Trust Agreement.

The Trust Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of Fannie Mae and the rightsof the REMIC Certificateholders under the Trust Agreement at any time by Fannie Mac with theconsent of the Holders of REMIC Certificates of each Class having Certificate Balancesaggregating not less than 66% of the Class Balance of such Class. The Trust Agreement alsopermits the amendment thereof, in certain limited circumstances, without the consent of theHolders of any of the REMIC Certificates.

Any consent by the Holder of this Class 102-RL REMIC Certificate pursuant to theTrust Agreement shall be conclusive and binding on such Holder and upon all future Holders ofthis Class 102-RL REMIC Certificate and of any Class 102-RL REMIC Certificate issued uponthe registration of transfer hereof or in lieu hereof whether or not notation of such consent is madeupon this Class 102-RL REMIC Certificate.

This Class 102-RL REMIC Certificate is issuable only as a registered REMICCertificate. As provided in the Trust Agreement and subject to certain limitations set forth therein,and subject to the restrictions on transfer set forth on the first and second pages hereof, the transferof this Class 102-RL REMIC Certificate is registrable in the Certificate Register of Fannie Macupon surrender of this Class 102-RL REMIC Certificate for registration of transfer at the office oragency maintained by Fannie Mac for such purpose, duly endorsed by, or accompanied by awritten instrument of transfer in form satisfactory to Fannie Mac and the Certificate Registrar dulyexecuted by, the Holder hereof or such Holder's attorney duly authorized in writing, and suchother documents as Fannie Mac, the Trustee or the Certificate Registrar may require, andthereupon a new Class 102-RL REMIC Certificate will be issued to the designated transferee. Aservice charge in an amount determined by Fannie Mae shall be imposed for any registration oftransfer of this Class 102-RL REMIC Certificate and Fannie Mac may require payment of a sumsufficient to cover any tax or other governmental charge that may be imposed in connectiontherewith.

The Holder of this Class 102-RL REMIC Certificate, by the acceptance of suchCertificate, agrees that Fannie Mac is designated as its fiduciary in the performance of all theduties required of, or permitted to be taken by, the tax matters person for the Lower Tier REMICand, if necessary, to execute a power of attorney to such effect.

Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mac orthe Trustee may treat the Person in whose name this Class 102-RL REMIC Certificate isregistered as the owner hereof for all purposes, and neither Fannie Mae nor the Trustee, theCertificate Registrar or any agent of Fannie Mac or the Trustee shall be affected by notice to thecontrary.

B-2-4NY1 5780539v.3

This Class 102-RL REMIC Certificate shall be construed in accordance with, andgoverned by, the substantive laws of the District of Columbia applicable to agreements made andto be performed therein.

This Class 102-RL 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 thisClass 102-RL REMIC Certificate by virtue of the acceptance hereof assents and by which suchHolder is bound.

Unless the certificate of authentication hereon has been executed by or on behalf ofthe Certificate Registrar by manual or facsimile signature, this Class 102-RL REMIC Certificateshall not be entitled to any benefit under the Trust Agreement' or be valid for any purpose.

B-2-5NY1 5780539v.3

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

FANNIE MAE

in its corporate capacity, and as Trustee

By:Vice President

(Seal)Attest:

Assistant Secretary

B-2-6NYI 5780539v.3

CERTIFICATE OF AUTHENTICATION

This is the Class 102-RL REMIC Certificate referred to in the within-mentionedTrust Agreement.

U.S. BANK NATIONAL ASSOCIATION,Certificate Registrar

Dated: By:Authorized Signatory

B-2-7NYI 5780539v.3

EXHIBIT C

Affidavit pursuant to (i) Section 860E(e)(4) of theInternal Revenue Code of 1986, as amended, and(ii) certain provisions of the Trust Agreement (or,if applicable, the Issue Supplement) relating toFannie Mae REMIC Trust 2005-102

[NAME OF OFFICER], being first duly sworn, deposes and says under penalties ofperjury:

1. That he is [Title of Officer] of [Name of Investor] (the "Investor"), a [savingsinstitution] [corporation] duly organized and existing under the laws of [the State of

] [the United States], on behalf of which he makes this affidavit.

2. That (i) the Investor is not a "disqualified organization" as defined in Section860E(e)(5) of the Internal Revenue Code of 1986, as amended(the "Code"), and will not be adisqualified organization as of [date of transfer]; (ii) it is not acquiring the Class 102-[R] [RL]REMIC Certificate for the account of a disqualified organization; (iii) it consents to anyamendment of the Trust Agreement (or, if applicable, the Issue Supplement) that shall bedeemed necessary by Fannie Mae (upon advice of counsel) to constitute a reasonablearrangement to ensure that the Class 102-[R][RL] REMIC Certificate will not be owneddirectly or indirectly by a disqualified organization; (iv) no purpose of the acquisition of theClass 102-[R] [RL] REMIC Certificate is to avoid or impede the assessment or collection oftax; (v) it understands that it may incur tax liabilities in excess of any cash flows generated bythe Class 102-[R][RL] REMIC Certificate; (vi) it intends to pay taxes associated with holdingthe Class 102-[R][RL] REMIC Certificate as they become due; and (vii) it will not causeincome from the Class 102-[R][RL] REMIC Certificate to be attributable to a foreignpermanent establishment or fixed base (within the meaning of an applicable income tax treaty)of the Investor or another U.S. taxpayer.

3. That the Investor is (i) a "United States person" within the meaning ofsection 7701(a)(30) of the Code or (ii) a person who would be subject to United States incometaxation on a net basis on income derived from the Class 102-[R][RL] Certificate;

4. That, if the Investor is a partnership for U.S. federal income tax purposes,each person or entity that holds an interest (directly, or indirectly through a pass-thru entity) inthe partnership is (i) a United States person within the meaning of section 7701(a)(30) of theCode or (ii) a person who would be subject to United States income taxation on a net basis onincome derived from the Class 102-[R][RL] Certificate;

5. That the Investor will not transfer such Class 102-[R][RL] REMICCertificate unless (i) it has received from the transferee an affidavit in substantially the sameform as this affidavit containing the same representations set forth herein and (ii) as of the timeOf the transfer, it does not have actual knowledge that such affidavit is false.

C-1_1 5780539v.3

IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its

behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and itscorporate seal to be hereunto attached, attested by its [Assistant] Secretary, this __ day of

,200_.

[NAME OF INVESTOR]

By:[Name of Officer][Title of Officer][Address of Investor forreceipt of distributions]

[Taxpayer I.D. number]

Address of Investor for receipt of taxinformation:

[Corporate Seal]

Attest:

[Assistant] Secretary

STATEOF )) SS.:

COUNTYOF )

Personally appeared before me the above-named [Name of Officer], known orproved to me to be the same person who executed the foregoing instrument and to be the [Titleof Officer] of the Investor, and acknowledged to me that he executed the same as his free actand deed and the free act and deed of the Investor.

Subscribed and swom before me this __ day of .,200_.

NOTARY PUBLIC

My commission expires the_ day of .,200

C-2_1 5780539v.3

EXHIBIT D2005-102 LOWER TIER REMIC STRUCTURE

Tier Original FinalCompanion Class Interest Distribution

Designation Classes Balance Rate Date

1 DF $102,100,262 (2) (1)2 DS 37,127,368 (2) (I)

3 FA 50,000,000 (2) (1)4 CO,AS 8,546,356 (3) (1)5 SD 3,290,907 (2) (1)6 SE 1,799,101 (2) (1)

7 PH, PI 62,081,000 5.000% (1)8 PK, ID 14,286,000 5.000% (1)9 PD 22,357,000 5.000% (1)

10 XO,XI 17,234,000 5.000% (1)11 YO,VI 17,215,000 5.000% (1)12 FK 4,827,142 (2) (1)13 FL 10,000,000 (2) (1)14 SJ 5,930,858 (2) (1)15 FD, DI 25,974,400 (4) (1)16 SH 5,000,000 (2) (1)17 SK 1,493,600 (2) (1)18 ZA 1,000 5.000% (t)

19 HB, HI 56,932,976 5.000% (I)20 HY 15,661,460 5.000% (1)

(5) (5)

Final Distribution Date for this Class wilt be the same as the Final Distribution Date

its Companion Class(es); provided, however, that if this Class has two or moreCompanion Classes and their Final Distribution Dates are not the same, the FinalDistribution Date for this Class will be the same as the Final Distribution Date for its

Companion Class with the latest (or later, as the case may be) Final Distribution Date.

This Class will bear interest at the same rate as the Companion Class for this Class.

This Class will bear interest at the same rate as the SC Class of RCR Certificates.

This Class will bear interest at the rate of(LIBOR + 125 basis points), subject to aminimum Interest Rate of 1.25% and a maximum Interest Rate of 6.25%.

RL Certificate will not have a Class Balance and will not bear interest.

D-15780539v.3

EXECUTION COPY


("FANNIE MAE")

Issuer and Trustee

TRUST AGREEMENT

Dated as of October 1, 2005

for

GUARANTEED GRANTOR TRUST PASS-THROUGH SECURITIES

FANNIE MAE TRUST 2005-RCR102

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

NY1 5780620v.3

THIS TRUST AGREEMENT made, executed and published as of the date specified onthe cover hereof at Washington, D.C. by the Federal National Mortgage Association (hereincalled "Fannie Mae"), a body corporate organized and existing under the laws of the UnitedStates, in its corporate capacity and in its capacity as trustee:

WITNESSETH

WHEREAS, Fannie Mae, as Trustor and Trustee, has entered into the REMIC TrustAgreement creating and establishing the REMIC Trust;

WHEREAS, Fannie Mae has deposited into the Trust Fund certificates evidencingsixteen entire Classes of Fannie Mac Guaranteed REMIC Pass-Through Certificates evidencingbeneficial interests in the REMIC Trust;

WHEREAS, Fannie Mae intends to issue sixteen separate Combinable Classes hereunder,each such Combinable Class being issued in the same original principal or notional principalamount, bearing the same rate of interest, if any, and bearing the same letter designation as theRelated REMIC Class;

WHEREAS, Fannie Mae intends to issue twelve separate RCR Classes hereunder, theCertificates of each such RCR Class being issuable in exchange for specified CombinableCertificates; and

WHEREAS, Fannie Mae further intends to reissue hereunder Combinable Certificates inexchange for RCR Certificates, the aggregate of the beneficial interests of the CombinableCertificates issued on any such exchange being equivalent to the beneficial interests in theRelated REMIC Classes evidenced by the RCR Certificates so exchanged.

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

2NYI 5780620v.3

ARTICLE I

Defined Terms

Whenever used in this Trust Agreement, the following words and phrases, unless thecontext otherwise requires, shall have the following meanings:

Aggregate Denomination: As to any Class and date of determination, the aggregate ofthe principal or notional principal denominations of the Outstanding Certificates of such Class onsuch date.

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

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on whichFannie Mae is closed or (iii) a day on which the Federal Reserve Bank of New York or Bostonauthorizes banking institutions in the Second or First Federal Reserve District to be closed.

Certificate: A guaranteed grantor trust pass-through security issued hereunder in book-entry form as authorized by this Trust Agreement.

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

Certificate Group: Each Class of Combinable Certificates included within any particular"Recombination" specified in the Schedule together with the Class or Classes of RCRCertificates included in such "Recombination."

Certificateholder or Holder: Any holder of a Certificate.

Class: Each Class of Certificates issued or issuable hereunder as set forth in Section 2.02hereto.

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

Class Distribution Amount: As to each Combinable Class and Distribution Date, anamount equal to the distribution of principal and/or interest on such Distribution Date in respectof the Related REMIC Class multiplied by a fraction the numerator of which is equal to theAggregate Denomination of such Class at the close of business on the related Record Date andthe denominator of which is the original principal amount of the Related REMIC Class havingthe same letter designation. As to each RCR Class, the sum of(i) the Class Interest DistributionAmount for such Class and (ii) the Class Principal Distribution amount for such Class.

Class Factor: As to any date of determination and any Combinable Class, the then currentClass Factor for the Related REMIC Class. As to any date of determination and any RCR Class,a fraction the numerator of which is the sum of the then current Class Balances of the Related

I-1NYI 5780620v.3

REMIC Classes, or portions thereof (other than any Interest Only Certificates), included in thesame Certificate Group, and the denominator of which is the sum of the original Class Balancesthereof.

Class Interest Distribution Amount: As to each RCR Class and each Distribution Date,

an amount equal to interest accrued during the related Interest Accrual Period (computed on thebasis of a 360-day year consisting of twelve 30-day months) at the applicable Interest Rate on theClass Balance thereof immediately prior to such Distribution Date.

Class Principal Distribution Amount: As to each RCR Class and each Distribution Date,an amount as to principal equal to (i) the concurrent distribution of principal in respect of theRelated REMIC Class or Classes multiplied by (ii) a fraction the numerator of which is theAggregate Denomination of such RCR Class and the denominator of which is the InitialAuthorized Denomination of such RCR Class.

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

amendatory provisions.

Combinable Certificates: The Certificates of any Combinable Class.

Combinable Class: Each Class listed in the Schedule that is not an RCR Class.

Distribution Date: As to any Combinable or RCR Class, the Distribution Date for theRelated REMIC Class or Classes.

Event of Default: As defined in Section 5.04.

Exchange Ratio: As to any Certificate being surrendered for exchange and eachCertificate delivered in exchange for such surrendered Certificate, a fraction the numerator ofwhich is equal to the Initial Authorized Denomination of the Class of which such surrenderedCertificate forms a part and the denominator of which is equal to the Initial AuthorizedDenomination of the Class of which the replacement Certificate forms a part.

Fannie Mac: The Federal National Mortgage Association, a body corporate organizedand existing under the laws of the United States, or its successor in interest or any successorappointed as herein provided.

Initial Authorized Denomination: With respect to any Class and any Certificate Group,the amount set forth with respect to such Class and such Certificate Group in the Schedule underthe heading "Original Principal or Notional Principal Balances" or "Original Principal Balance,"as applicable.

Interest Only Certificates: Any Combinable Classes Classes designated as such in theSchedule.

Interest Rate: With respect to each Interest Accrual Period and interest-bearingCombinable Class, the per annum rate specified or determined as described in the ProspectusSupplement for the Related REMIC Class. With respect to each Interest Accrual Period and

I-2NY1 5780620v.3

RCR Class, the per annum rate specified in the Schedule or determined as described in theProspectus Supplement.

Issue Date: October 1, 2005.

New York Presenting Agent: US Bank, with its offices at 100 Wall Street, New York,New York or such other office within the Borough of Mal_attan, City of New York, State ofNew York, as Fannie Mae may appoint by notice to the Trustee.

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

Outstanding Certificate: Each Combinable Certificate; provided, however, that upon theexchange of any Certificate pursuant to Section 2.03 hereof, the Certificate so exchanged shall bedeemed no longer to be an Outstanding Certificate and each Certificate issued in exchangetherefor shall be deemed to be an Outstanding Certificate.

Paying Agent and Registrar: US Bank, until a successor Person shall be appointed byFannie Mae.

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

Prospectus Supplement: The Prospectus Supplement dated September 29, 2005 relatingto the Guaranteed REMIC Pass Through Certificates, Fannie Mae REMIC Trust 2005-102, asthe same may be amended or supplemented from time to time.

Record Date: As to any Distribution Date, the last day of the month next preceding themonth of such Distribution Date.

RCR Class: Each Class designated as such in the Schedule.

Related Certificate Group: As to any Combinable Class or RCR Class, a CertificateGroup that includes such Class.

Related REMIC Class or Classes: As to any Combinable Class or RCR Class in anyCertificate Group, the REMIC Class or Classes included in the appficable Certificate Grouphaving the same letter designation or designations as the Combinable Class or Classes in suchCertificate Group.

REMIC Trust: Fannie Mae REMIC Trust 2005-102.

REMIC Trust Agreement: The trust agreement pursuant to which the UnderlyingREMIC Certificates were issued.

Reserve Bank: Any Federal Reserve Bank, including its branches.

Schedule: The schedule designated as "Schedule 1" to the Prospectus Supplement.

I-3NY1 5780620v.3

Settlement Date: As specified in the Prospectus Supplement.

Transferor: The entity defined as the "Transferor" in the REMIC Trust Agreement.

Trust: The trust created by this Trust Agreement, the corpus of which consists of theTrust Fund.

Trust Account: As defined in Section 3.02 hereof.

Trust Fund: The corpus of the trust created by this Trust Agreement, consisting of theTrust Account and the Underlying REMIC Certificates and all payments thereon and all rightsthereunder.

Trustee: Fannie Mac, in its capacity as trustee for the Certificateholders hereunder, or itssuccessor in interest in such capacity, or any successor trustee appointed as herein provided.

Underl,cing REMIC Certificates: The REMIC Certificates held in the Trust andevidencing beneficial interests in the REMIC Trust.

US Bank: U.S. Bank National Association, a national banking association.

I-4NY1 5780620v.3

ARTICLE II

The Trust

Section 2.01. Transfer of Underlying REMIC Certificates. Fannie Mac, acting in its

corporate capacity, does hereby transfer, assign,.set over and otherwise convey to Fannie Mae,

acting in its capacity as Trustee, all of Fannie Mae's right, title and interest in and to the

Underlying REMIC Certificates, including all payments of principal and interest thereonreceived after the month of the Issue Date.

Fannie Mac, acting in its capacity as Trustee, acknowledges the transfer and assignment

to it of the Underlying REMIC Certificates and hereby declares that it will hold the same in trust

for the Certificateholders on the terms in this Trust Agreement contained.

Section 2.02. Certificates. The Certificates authorized by this Trust Agreement shall be

divided into Combinable Classes having the designations, Initial Authorized Denominations,

Interest Rates and Final Distribution Dates specified in the Prospectus Supplement for theRelated REMIC Classes, and RCR Classes having the designations, Initial Authorized

Denominations, Interest Rates and Final Distribution Dates specified or determined as described

in the Schedule and otherwise shall be subject to the terms and provisions set forth herein.

Section 2.03. Exchanges. Combinable Certificates shall be exchangeable on the books

of a Reserve Bank for RCR Certificates, and RCR Certificates shall be exchangeable on thebooks of a Reserve Bank for Combinable Certificates, on and after the Settlement Date under theterms and conditions hereinafter set forth and otherwise in accordance with the procedures

specified under "Description of the Certificates-Combination and Recombination" in the

Prospectus Supplement.

In the case of each Certificate Group, Certificates of the Class or Classes of Combinable

Certificates in such Certificate Group shall be exchangeable for Certificates of the Class orClasses of RCR Certificates in such Certificate Group in respective denominations determined

pursuant to the applicable Exchange Ratios. Upon any such exchange the portion or portions ofthe Combinable Certificates designated for exchange shall be deemed cancelled and replaced bythe RCR Certificate or Certificates issued in exchange therefor. Correspondingly, RCR

Certificates included in a Certificate Group may be further designated for exchange forCertificates of the Combinable Classes included in the same Certificate Group in respective

denominations determined pursuant to the applicable Exchange Ratios. There shall be no

limitation on any exchanges authorized pursuant to this Section 2.03, provided, however, that if,

as a result of a proposed exchange, a Certificateholder would hold a Combinable Certificate orRCR Certificate of a Class in an amount less than the applicable minimum denomination

specified in the Prospectus Supplement for that Class, the Certificateholder will be unable toeffect the proposed exchange. Except as provided in the following paragraph, no fee or other

charge shall be payable to Fannie Mae or a Reserve Bank in connection with any exchange.

Notwithstanding any other provision herein set forth, a fee shall be payable to FannieMae in connection with each exchange equal to 1/32 of 1% of the Certificate Balance of the

II-1NYI 5780620v.3

Certificates (other than any Interest Only Certificates) to be submitted for exchange (but not lessthan $2,000).

Section 2.04. Delivery of Instruments. Fannie Mae shall furnish to each Holder, uponrequest, copies of this Trust Agreement, without attachments, applicable to the Certificate(s) heldby such Holder.

Section 2.05. Notice. An original counterpart of this Trust Agreement is filed in theoffice of the Corporate Secretary of Fannie Mae, 3900 Wisconsin Avenue, N.W., Washington,D.C. 20016, and shall be available for inspection by any Holder of a Certificate upon request andduring normal business hours.

II-2NYI 5780620v.3

ARTICLE III

Certificates; Distributions

Section 3.01. Issuance of Certificates. The Classes of Certificates shall be issued in

book-entry form and shall be maintained in the names of the record owners thereof as entries onthe books of a Reserve Bank. Such Certificates shall be in the authorized denominations

specified in the Prospectus Supplement (in the case of any Interest Only Certificates, which haveno principal balances, such denominations will represent the original notional principal balancesthereof) and may be transferred or pledged in accordance with and subject to regulationsgoverning Fannie Mae's use of the book-entry system (as the same shall be in effect at the timeof any such transfer or pledge), Federal Reserve Bank of New York Operating Circulars 21 and21A and procedures that are followed generally for book-entry securities.

Section 3.02. Trust Account. On or before the issuance of the Certificates, Fannie Maeshall either (i) open with a depository institution one or more trust accounts in the name of theTrustee of the Trust Fund that shall collectively be the "Trust Account," (ii) in lieu ofmaintaining any such account or accounts, maintain the Trust Account by means of appropriateentries on its books and records designating all amounts credited thereto in respect of theUnderlying REMIC Certificates and all investments of any such amounts as being held by it inits capacity as Trustee for the benefit of the Holders of the Certificates or (iii) maintain the TrustAccount in the form of any combination of accounts or book entries described in clauses (i) and(ii) above. Any manner or manners in which the Trust Account is maintained may at any time bechanged without notice to, or the approval of Holders of the Certificates so long as funds held inthe Trust Fund by, or for the account Of, the Trustee shall at all times be identified. To the extentthat the Trust Account is maintained by the Trustee in the manner provided for in clause (ii)above, all references herein to deposits and withdrawals from the Trust Account shall be deemedto refer to credits and debits to the related books of the Trustee.

Fannie Mae shall deposit in the Trust Account all distributions in respect of theUnderlying REMIC Certificates received by it as Trustee hereunder. All such distributionsdeposited from time to time in the Trust Account, all investments made with such moneys,including all income or other gain from such investments, shall be held by the Trustee in theTrust AccOunt as part of the Trust Fund as herein provided, subject to withdrawal by Fannie Maefor distributions on the Certificates.

Section 3.03. Distributions; Fannie Mae Guaranty. On each Distribution Date, FannieMae shall withdraw from the Trust Account the Class Distribution Amount for each Class and

shall cause the Paying Agent to make the appropriate distributions to the Holders of each relatedClass. All distributions of such Class Distribution Amount which are made with respect to aparticular Class shall be made pro rata among all Certificates of such Class in proportion to theirrespective Certificate Balances, with no preference or priority of any kind. In the event that theamount on deposit in the Trust Account on any Distribution Date allocable to any Class shall beless than the related Class Distribution Amount, Fannie Mae shall provide from its own funds theamount of any insufficiency so that the full related Class Distribution Amount is distributed onsuch Distribution Date. In addition, in the event that (i) a Class Distribution Amount shall beinsufficient to pay all interest due and payable on the related Class on such Distribution Date or

III-1NY1 5780620v.3

(ii) such Distribution Date is a Final Distribution Date for the related Class and the distributionon such Distribution Date of the Class Distribution Amount will not be sufficient to reduce the

•Class Balance of such Class to zero on such Final Distribution Date, then Fannie Mae shall

(a) withdraw from the Trust Account such amount as shall be necessary to remedy any suchinsufficiency and (b) to the extent that funds in the Trust Account shall be insufficient therefor,apply its own funds towards remedying the same.

Section 3.04. Information to Certificateholders. As soon as practicable following theeleventh calendar day of each month, Fannie Mae will make available the Class Factor (carriedto eight decimal places) for each Class of Certificates after giving effect to the distribution on thefollowing Distribution Date. Fannie Mae will also furnish to each Person who was aCertificateholder at any time during a calendar year such statements and information as shall berequired to be furnished by the Code.

Section 3.05. Transferor as Holder.

(a) Except as otherwise provided in Section 3.05(b), in determining whether theHolders of the requisite amount of Certificates have given any request, demand, authorization,direction, notice, consent or waiver hereunder, any Certificate beneficially held by a Transferor,its affiliates or its agents shall be disregarded and deemed not to be outstanding.

Section 3.05(a) above shall not apply when determining whether Holders of the requisiteamount of Certificates have given any request, demand, authorization, direction, notice, consentor waiver under this Trust Agreement (i) in respect of any matter regarding an event of default ofFannie Mae or succession upon an event of default of Fannie Mae or (ii) in respect of anyconsent required by clause (a) or (b) of Section 7.02 of this Trust Agreement.

III-2NY I 5780620v.3

ARTICLE IV

Limitation of Liability

Section 4.01. General Limitation. Fannie Mae shall be liable under the terms of the

Certificates and this Trust Agreement only to the extent of faithful performance of the duties andresponsibilities imposed by the terms of the Certificates and this Trust Agreement.

Section 4.02. Measure of Liability. Neither Fannie Mac nor any of the directors,officers, employees or agents of Fannie Mac shall be under any liability for any action taken orfor refraining from the taking of any action in good faith pursuant to the terms of this TrustAgreement or for errors in judgment; provided, however, that this provision shall not protectFannie Mac or any such person against any liability for action or inaction by reason of willfulmisfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations andduties.

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

In the event that Fannie Mac in its discretion so determines to undertake any such legalaction, Fannie Mae for its own account shall pay and defray the expense of any such action,including attorneys' fees. Such expense, and any liability to Fannie Mae resulting from any suchlegal action, shall not be reimbursable to Fannie Mac out of the Trust Fund.

IV-1NYI 5780620v.3

ARTICLE V

Fannie Mae

Section 5.01. Resignation. Fannie Mae shall not resign from the duties imposed uponFannie Mac in its corporate capacity or in its capacity as Trustee by the terms of this TrustAgreement except upon determination that the performance of such duties is not permissibleunder applicable law. Any such determination shall be based upon and consistent with anOpinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to thedual nature of Fannie Mac's activities hereunder and the conclusion of such Opinion of Counselmay be changed by Fannie Mac's resigning in its corporate capacity or resigning in its capacityas Trustee, Fannie Mac shall resign in its capacity as Trustee and shall continue to act hereunderin its corporate capacity. No resignation shall become effective until a successor shall have beenappointed and shall have assumed all duties imposed by the terms of this Trust Agreement;provided, however, that no successor to Fannie Mae in its corporate capacity hereunder shall beobligated to perform under Fannie Mac's guaranty of Certificates pursuant to Section 3.03.Fannie Mae, notwithstanding any such resignation, shall continue to be obligated under itsguaranty of the Certificates pursuant to Section 3.03.

In the event of any such resignation, Fannie Mac promptly shall furnisla written noticethereof to all Holders of Certificates, together with an explanation of the reason or reasonstherefor, and at its own cost and expense shall proceed promptly to petition a court of competentjurisdiction for the appointment of a successor to assume the duties imposed by this TrustAgreement in respect of the capacity or capacities as to which Fannie Mae shall have resigned.Fannie Mae shall take all such action and execute and deliver all such instruments as may benecessary and appropriate to prosecute such petition and to comply with all final orders anddecrees of the court.

Section 5.02. Merger or Consolidation. Any corporation or other entity into whichFannie Mac is merged or consolidated, or any corporation or other entity resulting from anymerger, conversion or consolidation to which Fannie Mae shall be a party, or any corporation orother entity succeeding to the business of Fannie Mac, shall succeed to and assume all dutiesimposed upon Fannie Mac in its corporate capacity and in its capacity as Trustee by the terms ofthis Trust Agreement, without the filing of any instrument or the performance of any further actby Fannie Mac or any Certificateholder. Fannie Mac promptly shall furnish written notice ofsuch succession to all Certificateholders.

Section 5.03. Voting Under the REMIC Trust Agreement. In the event that there shallbe any matter arising under the REMIC Trust Agreement that requires the vote of holders ofcertificates outstanding thereunder, the Trustee as the holder of the related Underlying REMICCertificates shall not vote such Underlying REMIC Certificates except upon direction to do sofrom Holders of Certificates of the related Class or Classes. Any such vote shall be in suchamounts and proportions as shall reflect instructions received from Holders of Certificates of therelated Class or Classes.

Section 5.04. Succession upon Default. With respect to the Trust Fund, each of thefollowing events shall constitute an Event of Default by Fannie Mae:

V-1NYI 5780620v.3

(i) any failure by Fannie Mae to distribute to Holders of Certificates of any Class

any payment required to be made under the terms hereof which continues for a period of

fifteen days after the date upon which written notice of such failure, requiring the same tobe remedied, shall have been given to Fannie Mac by the Holders of Certificates of such

Class representing Certificate Balances aggregating not less than 5% of the related ClassBalance; or

(ii) failure on the part ofFannie Mae duly to observe or perform in any material

respect any other of the covenants or agreements on the part of Fannie Mae in theCertificates or in this Trust Agreement which continues unremedied for a period of 60

days after the date on which written notice of such failure, requiring the same to beremedied, shall have been given to Fannie Mac by the Holders of Certificates of any

Class representing Certificate Balances aggregating not less than 25% of the aggregate ofthe Class Balances; or

(iii) a decree or order of a court or agency or supervisory authority having

jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in

any insolvency, readjustment of debt, marshalling of assets and liabilities or similar

proceedings, or for the winding-up or liquidation of its affairs, shall have been entered

against Fannie Mac and such decree or order shall have remained in force undischarged

or unstayed for a period of 60 days; or

(iv) Fannie Mae shall consent to the appointment of a conservator, receiver or

liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or

similar proceedings relating to Fannie Mac or to all or substantially all of its property; or

(v) Fannie Mae shall admit in writing its inability to pay its debts generally asthey become due, file a petition to invoke any applicable insolvency or reorganization

statute, make an assignment for the benefit of its creditors, or voluntarily suspend

payment of its obligations.

Upon the occurrence of an Event of Default, and so long as such Event of Default shall

not have been remedied, the Holders of Certificates of any Class representing Certificate

Balances aggregating not less than 25% of the related Class Balance may (a) terminate all

obligations and duties of Fannie Mac hereunder in its corporate capacity (other than itscontinuing guaranty obligations as set forth in Section 3.03) and as Trustee, and (b) name and

appoint a successor or successors (in case such Holders of Certificates shall appoint a separate

Person to act as Trustee) to succeed to and assume all of such obligations (other than its guaranty

obligations as set forth in Section 3.03) and duties and to the legal title to the Underlying REMICCertificates and other assets comprising the Trust Fund. Such actions shall be effected by notice

in writing to Fannie Mae and shall become effective upon receipt of such notice by Fannie Mae

and the acceptance of such appointment by such successor or successors.

On and after the receipt by Fannie Mae of such written notice and the acceptance by thesuccessor or successors to Fannie Mae, all obligations (other than its continuing obligations as

set forth in Section 3.03) and duties imposed upon Fannie Mae in its corporate capacity and in its

capacity as Trustee under this Trust Agreement shall pass to and vest in the successor or

V-2_l 5780620v.3

successors named in the notice, and such successor or successors shall be authorized, and herebyare authorized, to take all such action and execute and deliver all such instruments and

documents on behalf of Fannie Mae, as attorney in fact or otherwise, as may be necessary andappropriate to effect the purposes of such written notice, including, without limitation, thetransfer of legal title in and to the Underlying REMIC Certificates comprising the Trust Fundand all proceeds and avails thereof then held by Fannie Mae.

Section 5.05. Fannie Mae as Certificateholder. Fannie Mae shall have the right topurchase and hold for its own account any Certificate, notwithstanding the rights and dutiesconferred and imposed upon Fannie Mae by this Trust Agreement. In determining whether theHolders of the requisite amount of Certificates have given any request, demand, authorization,direction, notice, consent or waiver hereunder, any Certificate held by Fannie Mae in itscorporate capacity shall be disregarded and deemed not to be outstanding (unless all Certificatesshall be so held by Fannie Mae).

V-3_1 5780620v.3

ARTICLE VI

Termination

Section 6.01. Termination upon Distribution to Certificateholders. The respectiveobligations and responsibilities of Fannie Mac in its corporate capacity and in its capacity asTrustee created hereby shall terminate as to the Trust Fund upon the distribution by Fannie Macto all Holders of Certificates of all amounts required to be distributed hereunder and thereunder;provided, however, that in no event shall any trust created hereby continue beyond the expirationof 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the lateambassador of the United States to the Court of St. James's, living on the Issue Date.

VI-1NYI 5780620v.3

ARTICLE VII

Supplemental Agreements

Section 7.01. Permissible Without Action by Certificatehotders. Fannie Mae, from time

to time and at any time, may, without the consent of or notice (other than in the case of anyinstrument supplemental thereto pursuant to clause (b) below) to any Holder of a Certificate,enter into an agreement or other instrument supplemental hereto and which thereafter shall forma part hereof, for any one or more of the following purposes:

(a) to add to the covenants of Fannie Mae herein;

(b) to evidence the succession pursuant to Article V of another successor orsuccessors to Fannie Mac and the assumption by such successor or successors of theobligations of Fannie Mac hereunder in its corporate capacity or in its capacity as Trusteeor in both such capacities;

(c) to eliminate any right reserved to or conferred upon Fannie Mac in itscorporate capacity;

(d) to make provisions for the purpose of curing any ambiguity or correcting anyprovision in this Trust Agreement as Fannie Mac may deem necessary or desirable; or

(e) to make provisions for supplementing any provision in this Trust Agreement,provided that such supplemental provisions do not materially or adversely affect the interest ofany Certificateholders;

provided, however, that any such supplemental agreement entered into pursuant to this Section7.01 shall not have any of the effects described in clause (a) or (b) of Section 7.02.

Section 7.02. Waivers and Supplemental Agreements with Consent of Holders. Withthe consent of the Holders of Certificates of each Class representing Certificate Balancesaggregating not less than 66% of the related Class Balance, (i) compliance by Fannie Mac withany of the terms of this Trust Agreement may be waived or (ii) Fannie Mac, in its corporatecapacity and in its capacity as Trustee, may enter into any Supplemental Agreement for thepurpose of adding any provisions to or changing in any manner or eliminating any of theprovisions of this Trust Agreement or of modifying in any manner the rights of the Holders ofthe Certificates issued under this Trust Agreement; provided, however, that no such waiver orSupplemental Agreement shall:

(a) without the consent of all Certificateholders reduce in any manner the amountof, or delay the timing of, distributions which are required to be made on any Certificate; or

(b) without the consent of all Certificateholders (i) terminate or modify FannieMac's guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change anypermitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, theHolders of which are required to consent to any waiver or any Supplemental Agreement.

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Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section7.02 shall be interpreted in a manner consistent with the requirements of Statement of FinancialAccounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets andExtinguishments of Liabilities.

It shall not be necessary for Holders to approve the particular form of any proposedSupplemental Agreement, but it shall be sufficient if such Holders shall approve the substancethereof.

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

VII-2NYI 5780620v.3

ARTICLE VIII

Miscellaneous

Section 8.01. Certificateholders. The death or incapacity of any Certificateholder shallneither operate to terminate this Trust Agreement, nor entitle such Certificateholder's legalrepresentative or heirs to claim an accounting or to take any action or proceeding in any court fora partition or winding up of the affairs of the Trust Fund, nor otherwise affect the rights, dutiesand obligations of any of the parties to this Trust Agreement.

Except as provided in Article V and Article VII, no Certificateholder shall have any rightto vote or in any manner otherwise control the operation and management of the Trust Fund, orthe obligations of the parties hereto, nor shall anything herein set forth, or contained in the termsof the Certificates, be construed so as to constitute the Certificateholders from time to time aspartners or members of an association; nor shall any Certificateholder be under any liability toany third person by reason of any action taken by the parties to this Trust Agreement pursuant toany provision hereof.

No Certificateholder shall have any right by virtue of any provision of this TrustAgreement to institute any suit, action or proceeding in equity or at law upon or under or withrespect to this Trust Agreement unless an Event of Default shall have occurred and be continuingin respect of the Trust Agreement. It is understood and intended, and is expressly covenanted byeach Certificateholder with every other Certificateholder and the Trustee, that no one or moreHolders of Certificates shall have any right in any manner whatever by virtue of any provision ofthis Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other suchCertificates, or to obtain or seek to obtain priority over or preference to any other such Holder, orto enforce any right under this Trust Agreement, except in the manner herein provided and forthe equal, ratable and common benefit of all Certificateholders. For the protection andenforcement of the provisions of this Section, each and every Certificateholder and the Trusteeshall be entitled to such relief as can be given either at law or in equity.

Section 8.02. Reserve Banks as Agent. For each Certificate, the appropriate ReserveBank shall be considered to be acting as the agent of Fannie Mae in providing to and conferringupon the owners of the Certificates, as such owners shall appear on the records of such ReserveBank, the substantive rights and benefits which are provided for herein for Holders of suchCertificates. Accordingly, the substantive effect of all provisions herein providing rights andbenefits to Holders of such Certificates, including, without limitation, provisions relating todistributions, voting and notices, shall apply to such record owners on the books of the ReserveBank, through the appropriate Reserve Bank acting as agent for Fannie Mae.

Section 8.03. Governing Law. The terms of this Trust Agreement shall be construed inaccordance with the laws of the District of Columbia.

Section 8.04. Demands, Notices and Communications. All formal demands, notices andcommunications by and among Fannie Mae, the Certificate Registrar, the Paying Agent and theHolder of any Certificate shall be in writing and delivered in person or by first class mail,postage prepaid (a) if to Fannie Mae, to the Corporate Secretary of Fannie Mae, 3900 Wisconsin

VIII-1NYI 5780620v.3

Avenue, N.W., Washington, D.C. 20016, or to such other address as shall be set forth in anotification to Certificateholders, or (b) if to the Holder of a Certificate, to the appropriateHolder in care of the Reserve Bank at the address provided to Fannie Mac by such ReserveBank. Any notice so mailed within the time prescribed in this Trust Agreement shall beconclusively presumed to have been duly given whether or not the Person to whom such noticeshall have been directed receives such notice.

Section 8.05. Severability of Provisions. If any one or more of the covenants,agreements, provisions or terms of this Trust Agreement shall be for any reason whatsoever heldinvalid, then such covenants, agreements, provisions or terms shall be deemed severable from theremaining covenants, agreements, provisions or terms of this Trust Agreement and shall in noway affect the Validity or enforceability of the other provisions of this Trust Agreement or of theCertificates or the rights of the Holders thereof.

VIII-2NYI 5780620v.3

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

FANNIE MAE,in its corporate capacity,and as Trustee

[SEAL]

Attest%is_mnt'_Secr_e m__

{TRUST AGREEMENT-TRUST 2005-RCR102 SIGNATURE PAGE}

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