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Rule
424 (b) (3)
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Registration
No. 333-155631
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of
Securities
Offered
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Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee(1)(2)
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Subordinated
Debt Securities
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$250,000.00
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$13.95
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(1)
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Calculated
in accordance with Rule 457(r) of the Securities Act of
1933.
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(2)
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The
amount in this column has been transmitted to the SEC in connection with
the securities offered by means of this pricing
supplement.
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TRADE
DATE: April 2, 2009
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PRICING
SUPPLEMENT NO. 165 DATED April 2, 2009
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TO
PROSPECTUS SUPPLEMENT DATED November 25, 2008
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AND
PROSPECTUS DATED November 24, 2008
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NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (“National
Rural”)
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MEMBER
CAPITAL SECURITIES
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Principal
Amount:
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$250,000.00
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Issue
Price:
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100%
of Principal Amount
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Original
Issue Date:
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4/7/2009
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Maturity
Date:
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4/7/2044
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Interest
Rate:
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7.50%
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Regular
Record Dates:
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Each
March 15 and September 15
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Interest
Payment Dates:
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Each
April 1 and October 1
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First
Coupon Date:
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10/1/2009
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Product
Ranking:
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Subordinate
to all existing and future senior indebtedness of National Rural and all
existing and future subordinated indebtedness of National Rural that is
held by or transferrable by non-members of National
Rural.
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Optimal
Redemption:
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Redeemable
at the option of National Rural, in whole or in part, at any time after
April 7, 2014 at a redemption price equal to 100% of the principal amount
to be redeemed together with accrued and unpaid interest, if any, to the
redemption date.
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Option
to Extend Interest Payment Period
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National
Rural will have the right to extend the interest payment period to a
period not exceeding 10 consecutive semi-annual interest payment
periods. At the end of a deferral period, National Rural must
pay all interest then accrued and unpaid together with interest thereon at
the same rate as specified for the securities.
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Restrictions
on Transfer:
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The
securities can only be sold or transferred to other National Rural voting
members upon the written consent of National Rural.
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Agent's
Commission:
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None
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Form
of Note:
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Certificated
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(Book-Entry or Certificated)
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Denominations
/ Multiples:
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$25,000
/ $5,000
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Listing:
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None
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Member
Capital Securities may be issued by National Rural in an unlimited
aggregate principal
amount.
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