Exhibit 10.1.4

                    FEDERAL AGRICULTURAL MORTGAGE CORPORATION
                               1997 INCENTIVE PLAN
                     Form of Common Stock Option Award Agreement


     A. A COMMON  STOCK  OPTION for a total of [ ] shares of Class C  Non-Voting
Common Stock, par value $1.00, of the Federal Agricultural Mortgage Corporation,
a federally chartered  instrumentality of the United States established by Title
VIII of the Farm  Credit Act of 1971,  as amended  (herein  the  "Company"),  is
hereby granted to (herein the "Optionee"),  subject in all respects to the terms
and provisions of the Federal  Agricultural  Mortgage Corporation 1997 Incentive
Plan,  as the same may be amended as of the date  hereof  (herein  the  "Plan"),
which is incorporated  herein by reference,  and the following  additional terms
and conditions.

     B. The Exercise Price is $____ per share.

     C. Subject to the  provisions  of Section 9 of the Plan, if the Optionee is
an employee of the Company or any of its  Subsidiaries  on the following  dates,
this Option may be exercised to purchase up to the following  additional  number
of shares of Common Stock:

------------------------------------------------------------------------------
           [vesting date #1]                        [# of shares]
------------------------------------------------------------------------------
           [vesting date #2]                        [# of shares]
------------------------------------------------------------------------------
           [vesting date #3]                        [# of shares]
------------------------------------------------------------------------------

     D. The shares of Common Stock to be acquired  upon  exercise of this Option
are subject to the Company's  Right of First Refusal,  as described in Section 7
of the Plan; such Right of First Refusal shall terminate upon Optionee's death.

     E. This  Option may not be  exercised  if the  issuance of shares of Common
Stock of the Company  upon such  exercise  would  constitute  a violation of any
applicable  Federal or State  securities or other law or valid  regulation.  The
Optionee,  as a condition to his exercise of this Option, shall represent to the
Company  that the  shares  of  Common  Stock of the  Company  that the  Optionee
acquires under this Option are being acquired by the Optionee for investment and
not with a present  view to  distribution  or  resale,  unless  counsel  for the
Company is then of the opinion that such a representation  is not required under
the Securities Act of 1933 or any other applicable law,  regulation,  or rule of
any governmental agency.

     F. This Option may not be transferred in any manner  otherwise than by will
or the  laws of  descent  and  distribution,  and may be  exercised  during  the
lifetime of the Optionee only by Optionee; provided, however, that the Committee
may  authorize  a  transfer,   but  only  in  accordance   with  and  under  the
circumstances specified in Section 8 of the Plan. The terms of this Option shall
be binding upon the executors, administrators, heirs, successors, and assigns of
the Optionee.

     G. This Option may not be  exercised  more than [five  (5)/ten  (10)] years
from the date of its  grant,  and may be  exercised  during  such  term  only in
accordance with the terms of the Plan.

Dated:                        .
      ------------------

                                    Federal Agricultural Mortgage Corporation


                                    By:
                                         -------------------------------
                                                    President

ATTEST:

-------------------------