Fannie Mae and Freddie Mac share the critical mission of providing stability and
liquidity to the housing market. Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt outstanding, which is
equal to the publicly held debt of the United States. Their market share of all new
mortgages reached over 80 percent earlier this year, but it is now falling. During
the turmoil last year, they played a very important role in providing liquidity to the
conforming mortgage market. That has required a very careful and delicate
balance of mission and safety and soundness. A key component of this balance has
been their ability to raise and maintain capital. Given recent market conditions, the
balance has been lost. Unfortunately, as house prices, earnings and capital have
continued to deteriorate, their ability to fulfill their mission has deteriorated. In
particular, the capacity of their capital to absorb further losses while supporting
new business activity is in doubt.

Today's action addresses safety and soundness concerns. FHFA's rating system is
called GSE Enterprise Risk or G-Seer. It stands for Governance, Solvency,
Earnings and Enterprise Risk which includes credit, market and operational risk.
There are pervasive weaknesses across the board, which have been getting worse
in this market.

Over the last three years OFHEO, and now FHFA, have worked hard to encourage
the Enterprises to rectify their accounting, systems, controls and risk management
issues. They have made good progress in many areas, but market conditions have
overwhelmed that progress.

The result has been that they have been unable to provide needed stability to the
market. They also find themselves unable to meet their affordable housing
mission. Rather than letting these conditions fester and worsen and put our markets
in jeopardy, FHFA, after painstaking review, has decided to take action now.

Key events over the past six months have demonstrated the increasing challenge
faced by the companies in striving to balance mission and safety and soundness,
and the ultimate disruption of that balance that led to today's announcements. In
the first few months of this year, the secondary market showed significant
deterioration, with buyers demanding much higher prices for mortgage backed
securities.

In February, in recognition of the remediation progress in financial reporting, we
removed the portfolio caps on each company, but they did not have the capital to
use that flexibility.

In March, we announced with the Enterprises an initiative to increase mortgage
market liquidity and market confidence. We reduced the OFHEO-directed capital
requirements in return for their commitments to raise significant capital and to
maintain overall capital levels well in excess of requirements.

In April, we released our Annual Report to Congress, identifying each company as
a significant supervisory concern and noting, in particular, the deteriorating
mortgage credit environment and the risks it posed to the companies.

In May OFHEO lifted its 2006 Consent Order with Fannie Mae after the company
completed the terms of that order. Subsequently, Fannie Mae successfully raised
$7.4 billion of new capital, but Freddie Mac never completed the capital raise
promised in March.

Since then credit conditions in the mortgage market continued to deteriorate, with
home prices continuing to decline and mortgage delinquency rates reaching
alarming levels. FHFA intensified its reviews of each company's capital planning
and capital position, their earnings forecasts and the effect of falling house prices
and increasing delinquencies on the credit quality of their mortgage book.

In getting to today, the supervision team has spent countless hours reviewing with
each company various forecasts, stress tests, and projections, and has evaluated the
performance of their internal models in these analyses. We have had many
meetings with each company's management teams, and have had frank exchanges
regarding loss projections, asset valuations, and capital adequacy. More recently,
we have gone the extra step of inviting the Federal Reserve and the OCC to have
some of their senior mortgage credit experts join our team in these assessments.

The conclusions we reach today, while our own, have had the added benefit of
their insight and perspective.

After this exhaustive review, I have determined that the companies cannot continue
to operate safely and soundly and fulfill their critical public mission, without
significant action to address our concerns, which are:

The Boards of both companies consented yesterday to the conservatorship. I
appreciate the cooperation we have received from the boards and the management
of both Enterprises. These individuals did not create the inherent conflict and
flawed business model embedded in the Enterprises' structure.

The goal of these actions is to help restore confidence in Fannie Mae and Freddie
Mac, enhance their capacity to fulfill their mission, and mitigate the systemic risk
that has contributed directly to the instability in the current market. The lack of
confidence has resulted in continuing spread widening of their MBS, which means
that virtually none of the large drop in interest rates over the past year has been
passed on to the mortgage markets. On top of that, Freddie Mac and Fannie Mae,
in order to try to build capital, have continued to raise prices and tighten credit
standards.

FHFA has not undertaken this action lightly. We have consulted with the
Chairman of the Board of Governors of the Federal Reserve System, Ben
Bernanke, who was appointed a consultant to FHFA under the new legislation. We
have also consulted with the Secretary of the Treasury, not only as an FHFA
Oversight Board member, but also in his duties under the law to provide financing
to the GSEs. They both concurred with me that conservatorship needed to be
undertaken now.

There are several key components of this conservatorship:

First, Monday morning the businesses will open as normal, only with stronger
backing for the holders of MBS, senior debt and subordinated debt.

Second, the Enterprises will be allowed to grow their guarantee MBS books
without limits and continue to purchase replacement securities for their portfolios,
about $20 billion per month without capital constraints.

Third, as the conservator, FHFA will assume the power of the Board and
management.

Fourth, the present CEOs will be leaving, but we have asked them to stay on to
help with the transition.

Fifth, I am announcing today I have selected Herb Allison to be the new CEO of
Fannie Mae and David Moffett the CEO of Freddie Mac. Herb has been the Vice
Chairman of Merrill Lynch and for the last eight years chairman of TIAA-CREF.
David was the Vice Chairman and CFO of US Bancorp. I appreciate the
willingness of these two men to take on these tough jobs during these challenging
times. Their compensation will be significantly lower than the outgoing CEOs.
They will be joined by equally strong non-executive chairmen.

Sixth, at this time any other management action will be very limited. In fact, the
new CEOs have agreed with me that it is very important to work with the current
management teams and employees to encourage them to stay and to continue to
make important improvements to the Enterprises.

Seventh, in order to conserve over $2 billion in capital every year, the common
stock and preferred stock dividends will be eliminated, but the common and all
preferred stocks will continue to remain outstanding. Subordinated debt interest
and principal payments will continue to be made.

Eighth, all political activities — including all lobbying — will be halted
immediately. We will review the charitable activities.

Lastly and very importantly, there will be the financing and investing relationship
with the U.S. Treasury, which Secretary Paulson will be discussing. We believe
that these facilities will provide the critically needed support to Freddie Mac and
Fannie Mae and importantly the liquidity of the mortgage market.

One of the three facilities he will be mentioning is a secured liquidity facility
which will be not only for Fannie Mae and Freddie Mac, but also for the 12
Federal Home Loan Banks that FHFA also regulates. The Federal Home Loan
Banks have performed remarkably well over the last year as they have a different
business model than Fannie Mae and Freddie Mac and a different capital structure
that grows as their lending activity grows. They are joint and severally liable for
the Bank SystemÕs debt obligations and all but one of the 12 are profitable.
Therefore, it is very unlikely that they will use the facility.

During the conservatorship period, FHFA will continue to work expeditiously on
the many regulations needed to implement the new law. Some of the key
regulations will be minimum capital standards, prudential safety and soundness
standards and portfolio limits. It is critical to complete these regulations so that
any new investor will understand the investment proposition.

This decision was a tough one for the FHFA team as they have worked so hard to
help the Enterprises remain strong suppliers of support to the secondary mortgage
markets. Unfortunately, the antiquated capital requirements and the turmoil in
housing markets over-whelmed all the good and hard work put in by the FHFA
teams and the Enterprises' managers and employees. Conservatorship will give
the Enterprises the time to restore the balances between safety and soundness and
provide affordable housing and stability and liquidity to the mortgage markets. I
want to thank the FHFA employees for their work during this intense regulatory
process. They represent the best in public service. I would also like to thank the
employees of Fannie Mae and Freddie Mac for all their hard work. Working
together we can finish the job of restoring confidence in the Enterprises and with
the new legislation build a stronger and safer future for the mortgage markets,
homeowners and renters in America.

A: Real estate investors enjoy extraordinary benefits from real estate ownership. The ready availability of financing provides leverage. The ability to deduct operating expenses and depreciation shelters rental income from taxation. And population growth combined with Chicago’s healthy economic climate seem to push property values steadily upward. It’s a wonderful scenario, building wealth for the informed investor.

But this opportunity is not without pitfalls for the unwary. Every business activity carries with it inherent hazards. So too with investment real estate.

Any property owner is subject to potential lawsuit by anyone injured on the property–even trespassers! Employees of uninsured contractors often have the right to sue the property owner in the event of job-related injury (a workman’s compensation claim). As owners of rental property, landlords are even more vulnerable.

Governmental agencies, generally supported by the courts, hold landlords accountable for the well being and conduct of their tenants. Hazardous conditions, known or unknown to the landlord, are nevertheless that owner’s responsibility. Latent environmental problems, such as lead based paint, asbestos and underground fuel storage tanks, when found will require often costly remediation. Illicit tenant behavior, such as drug dealing or methamphetamine production, can result in governmental seizure and confiscation of the entire property (not an insurable loss).

Any of these situations or events will pose serious threat to the investor. Scale is not important: being a little guy is not a defense. The unsuspecting owner of a two flat is just as vulnerable as the owner of a substantial rental portfolio. The prudent investor will take steps to limit this exposure to lawsuit and loss. A successful lawsuit puts at risk everything the investor has worked to build.

The first line of defense is properly drawn insurance, for both the investor and anyone employed by the investor. Few properties today lack insurance, a requirement of most mortgage lenders. Many contractors, however, carry general liability coverage but lack the crucial workman’s compensation insurance. It is failure to monitor workman’s comp. coverage that may prove the investor’s undoing; conventional property owner’s insurance policies generally exclude workman’s comp. claims. Nor do such policies cover such environmental issues as mentioned above.

The use of land trusts as an ownership vehicle is sometimes suggested as a protective device to shield the owner from potential litigants. But land trusts, wherein the land trust owns the asset and the investor, in turn, owns the beneficial interest, offer anonymity, not protection from litigation.

While recognizing there is little defense for a property owner’s overt negligence, for which one may well be sued personally, most other losses may be mitigated or contained by the use of corporate ownership. Generally speaking, corporate share holders cannot be held liable for actionable acts of the corporation. Regardless of the particular form of corporation used (the “C corp.,” the “S corp.” or the LLC), the corporate form of ownership properly conceived and maintained generally negates the owning shareholders’ personal liability arising from a lawsuit or other attack against the assets of the corporation.

The reason is simple. The investor owns the stock of the corporation rather than the real estate itself. While under certain circumstances this “corporate veil” may be “pierced,” corporate ownership is generally considered the appropriate ownership vehicle for an investor’s personal asset protection.

The objective here is to segregate real estate investment holdings from one’s personal assets. In the unfortunate event of a successful legal claim against the investor as owner of corporately owned real estate, the assets of the corporation may be reduced or lost. But the primary estate of the investor, absent a court finding of personal responsibility or negligence, may well survive intact. So effective is this business model many investors establish multiple corporations, each owning but a portion of the investor’s real estate holdings.

A: Regardless of where or in what community one is working, either new construction or rehab, project security will be an issue. In areas of high unemployment untended building materials, tools, fixtures ready for installation –virtually anything that can be carried off–will prove too attractive an opportunity to the casual thief.

Our culture views such amateur thievery almost as ‘victimless crime.’ The target is a business not a person, and that business represents The System which, in the view of the perpetrator, ultimately is responsible for the reduced condition of the honest working man. The thief by this logic is a modern day Robin Hood, taking from the Rich, et cetera.

Investors and contractors who hope to stay in business must take care to avoid both incidental and sometimes major thefts. Tools are seldom if ever left unattended or stored overnight on a job. Building materials are brought on site only as needed, never before hand. Relatively costly items such as furnaces, hot water heaters, cabinetry or appliances, will be installed last of all.

In many cases the building itself was acquired boarded up and reasonably secure. In such instances, the boarding may well be retained in place until the rehab is substantially complete. Should a prospective lender require photographs, the boarding may be removed to accommodate the appraiser, then replaced once again until the day of closing, or the day the new owner or tenant moves in.

Absent existing boarding, the rehabber may choose to have his own crew install plywood boarding (which can be reused on subsequent jobs) or have the building windows and doors secured with steel cladding installed on a rental basis by firms using the so-called “VPS” security system. VPS is available locally for about $150 per week, with a 4-week minimum. Slightly less costly is the employment of guard dogs or otherwise homeless ‘house sitters.’ Engaging house sitters, of course, will require that the dwelling be heated and reasonably secure.

A: You are wise to be looking at affordable housing as an investment opportunity. Here in Chicago, the real estate market in south side neighborhoods is rising even faster than higher priced middle- and upper-income areas.

According to the Chicago Tribune’s latest survey (see ‘Price Pulse,’ May 25, 2003), median prices are increasing at an annual rate of 13-31%! Home owners are experiencing unprecedented increases in the value of their properties. Investors jumping in now will enjoy unusually high equity gains and positive (tax sheltered!) cash flow.

Interestingly, this increase in property values is occurring just as the inventory of rental single family housing is shrinking at an alarming rate. One consequence is owners of single family rental housing experience high demand for their property, particularly among those prospective tenants possessing Section 8 vouchers. The Section 8 voucher program retains all of the prerogatives traditionally enjoyed by private-sector landlords, and the rents are guaranteed by the agency. It is a winning situation for savvy investors.

If you are not in position to actively rehab properties you buy, you do have viable alternatives. The most obvious is to buy superior properties offered on the open market, although even the best will require redecorating at the very least. Properties sold by the federal Department of Housing and Urban Development (HUD) through HUD’s exclusive agent, Golden Feather Realty, sometimes fall into this category. HUD resales are generally offered at about ten percent (10%) under market value and, at that price, often require little work. While HUD as a matter of policy gives preference to owner occupants, there are investor opportunities to be found.

A second strategy is to cultivate a working relationship with an experienced rehabber. In my rehab business we work closely with investors. The investor knows he will get sound value and reliable craftsmanship and, on our side, our company can work quickly with the assurance our product is effectively ‘pre sold.’