form10q.htm

Exhibit 4.6

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATION OF TERMS AND CONDITIONS

SENIOR CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B-1

(par value $1.00 per share; initial liquidation preference of $1,000 per share)

I, Jerome G. Oslick, Corporate Secretary of the Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States of America (the “Corporation”), do hereby certify that, pursuant to authority vested in the Board of Directors of the Corporation (the “Board of Directors”) by Section 8.4(e) of Title VIII of the Farm Credit Act of 1971, as amended (12 U.S.C. §§2279aa-4(e)) (the “Act”), the Board of Directors adopted resolutions on September 30, 2008, which resolutions are now, and at all times since such date have been, in full force and effect, and that the Vice Chairman and Acting Chairman of the Board of Directors of the Corporation, pursuant to the authority delegated to him by such resolutions, approved the final terms of the issuance and sale of the preferred stock of the Corporation designated below.

The Senior Cumulative Perpetual Preferred Stock, Series B-1, shall have the following designation, powers, preferences, rights, privileges, qualifications, limitations, restrictions, terms and conditions:

1.	Designation, Par Value, Number of Shares and Seniority.

The class of preferred stock of the Corporation created hereby (the “Preferred Stock”) shall be designated “Senior Cumulative Perpetual Preferred Stock, Series B-1,” shall have a par value of $1.00 per share and a liquidation preference per share equal to $1,000 (subject to adjustment of such fixed dollar amount for any stock splits, stock dividends, combinations, recapitalizations or similar transactions) plus Accumulated Dividends thereon (the “Liquidation Preference”), and shall consist of 60,000 shares. The Preferred Stock shall, with respect to dividend distributions and distributions upon a Change of Control, liquidation, dissolution or winding up of the Corporation, rank (a) senior to (i) the Class A Voting Common Stock, par value $1.00 per share, of the Corporation (the “Class A Common Stock”), (ii) the Class B Voting Common Stock, par value $1.00 per share, of the Corporation (the “Class B Common Stock”), (iii) the Class C Non-Voting Common Stock, par value $1.00 per share, of the Corporation (the “Class C Common Stock” and, together with the Class A Common Stock, the Class B Common Stock and any other similar common equity securities, the “Common Stock”), (iv) the 6.40% Cumulative Preferred Stock, Series A, par value $1.00 per share, of the Corporation (the “Junior Preferred Stock”), (v) any other capital stock of the Corporation outstanding as of the Issue Date and (vi) any capital stock of the Corporation that may be issued after the Issue Date (the securities referred to in sub-clauses (i) through (vi), collectively, the “Junior Stock”) and (b) pari passu with the Senior Cumulative Perpetual Preferred Stock, Series B-2, par value $1.00 per share, of the Corporation.

2.	Dividends.

(a) The holders of outstanding shares of the Preferred Stock shall be entitled to receive, ratably, when and as declared by the Board of Directors, or a duly authorized committee thereof, out of funds legally available for dividend payments, cash dividends which compound quarterly at the annual rate of (i) 10% of the then-applicable Liquidation Preference per share of Preferred Stock, from the period commencing on the Issue Date and ending on the first anniversary of the Issue Date, (ii) 12% of the then-applicable Liquidation Preference per share of Preferred Stock, from and after the period commencing on the day following the first anniversary of the Issue Date and ending on the second anniversary of the Issue Date, (iii) 14% of the then-applicable Liquidation Preference per share of Preferred Stock, from and after the period commencing on the day following the second anniversary of the Issue Date and ending on the third anniversary of the Issue Date and (iv) 16% of the then-applicable Liquidation Preference per share of Preferred Stock, from and after the day following the third anniversary of the Issue Date. Dividends on the Preferred Stock shall accrue and cumulate from and including the Issue Date whether or not declared and shall be payable quarterly in arrears when and as declared by the Board of Directors on each Dividend Payment Date, beginning on December 31, 2008. If a Dividend Payment Date is not a Business Day, the related dividend shall be paid on the next Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. The “Dividend Period” relating to a Dividend Payment Date shall be the period from, but not including, the preceding Dividend Payment Date (or from and including the Issue Date in the case of the first Dividend Payment Date) through and including the related Dividend Payment Date. Dividends on the Preferred Stock shall be computed based on a 360-day year consisting of twelve 30-day months, and dividends on the Preferred Stock for any period less than a year shall be computed based on a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period for which such dividends were payable. Dividends shall be paid to holders of record of outstanding shares of the Preferred Stock as they appear in the books and records of the Corporation on the record date, not to be earlier than 45 days nor later than 10 days preceding the applicable Dividend Payment Date, as shall be fixed by the Board of Directors from time to time.

(b) The holders of shares of Preferred Stock shall be entitled to receive the dividends provided for in Section 2(a) hereof in preference to and in priority over any dividends upon any Junior Stock. So long as any shares of Preferred Stock are outstanding, the Corporation shall not declare, pay or set apart for payment any dividend on any Junior Stock, or make any payment on account of, or pay into or set funds aside for a sinking fund for, the repurchase, redemption or other acquisition or retirement of any Junior Stock or any Options or Convertible Securities exercisable or exchangeable for, or convertible into, any Junior Stock (other than the repurchase, redemption or other acquisition or retirement for value of Junior Stock solely in exchange for Junior Stock), during or in respect of any Dividend Period unless all cumulative dividends on the Preferred Stock determined in accordance herewith have been or contemporaneously are declared and paid in full (or declared and a sum of cash sufficient for the payment thereof is set apart or reserved for such payment) for all Dividend Periods terminating on or prior to the date of payment of such amounts on account of or for such Junior Stock or any Options or Convertible Securities exercisable or exchangeable for, or convertible into, any Junior Stock. The Corporation shall take all actions necessary or advisable under the Act or any other applicable law to permit the payment of the dividends provided for in Section 2(a) hereof to the holders of shares of Preferred Stock. Holders of shares of Preferred Stock shall not be entitled to any dividend, whether payable in cash, in kind or other property in excess of the full dividends provided for in Section 2(a) hereof.

(c) Notwithstanding any other provision of this Certificate, the Board of Directors, in its discretion, may choose to pay dividends on the Preferred Stock without the payment of any dividends on the Common Stock or on any other outstanding class or series of stock ranking junior to the Preferred Stock with respect to the payment of dividends.

3.	Redemption.

(a) Unless the Preferred Stock is earlier redeemed pursuant to Section 3(b) hereof, in the event that (i) any indebtedness of the Corporation for money borrowed or credit extended (“Corporation Debt”) becomes or is declared due and payable (after any applicable grace period) prior to the stated maturity thereof or is not paid as and when it becomes due and payable, (ii) a default occurs under any instrument, agreement or evidence of any Corporation Debt, (iii) a court or regulatory authority having jurisdiction over the Corporation or any of its subsidiaries enters a decree or order for (A) relief in respect of the Corporation or any of its subsidiaries in an involuntary case under any applicable bankruptcy law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Corporation or any of its subsidiaries or for all or any substantial portion of the property and assets of the Corporation or any of its subsidiaries or (C) the winding up or liquidation of the affairs of the Corporation or any of its subsidiaries or (iv) the Corporation or any of its subsidiaries (A) commences a voluntary case under any applicable bankruptcy law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Corporation or any of its subsidiaries or for all or any substantial portion of the property and assets of the Corporation or any of its subsidiaries or (C) effects any general assignment for the benefit of creditors (any such event, a “Voluntary Bankruptcy Event”) (each of the events described in clauses (i) through (iv), a “Mandatory Redemption Event”), the Corporation shall redeem all, but not less than all, of the issued and outstanding shares of Preferred Stock at a price per share equal to the then-applicable Liquidation Preference on the Mandatory Redemption Date (the “Mandatory Redemption Amount”), on the Mandatory Redemption Date, subject to any mutually agreed-upon extensions of the Mandatory Redemption Date in order to obtain any final determination of the Fair Market Value of the Designated Assets pursuant to Section 3(i) hereof.

(b) Unless earlier redeemed pursuant to Section 3(a) hereof, subject to receipt of the prior written approval of the Farm Credit Administration, if required, on the date that is nine months from the Issue Date and on each subsequent Dividend Payment Date (each such date, the “Optional Redemption Date”), the Corporation shall, in its sole discretion, be entitled to redeem all, but not less than all, of the issued and outstanding shares of Preferred Stock at a price per share equal to the then-applicable Liquidation Preference on the Optional Redemption Date (the “Optional Redemption Amount” and, together with the Mandatory Redemption Amount, the “Redemption Amount”), on the Optional Redemption Date, subject to any mutually agreed-upon extensions of the Optional Redemption Date in order to obtain any final determination of the Fair Market Value of the Designated Assets pursuant to Section 3(i) hereof.

(c) The applicable Redemption Amount with respect to each share of Preferred Stock then-outstanding shall be payable in cash or, at the election of the Corporation, by transfer of the Designated Assets to the holder of such share of Preferred Stock. In the event that the Corporation elects to pay the applicable Redemption Amount in the form of the Designated Assets, the Corporation shall pay and transfer to each holder of shares of Preferred Stock such Designated Assets having a Fair Market Value equal to the applicable Redemption Amount. In the event the Corporation elects to pay the applicable Redemption Amount in the form of Designated Assets, the Corporation shall be obligated to maintain at all times beginning at the date it provides the applicable Mandatory Redemption Notice or Optional Redemption Notice through the applicable Redemption Date such amount of Designated Assets such that the aggregate Fair Market Value of such Designated Assets owned by the Corporation and available for use to pay the Redemption Amount equals to or exceeds the amount determined by multiplying (i) the applicable Redemption Amount multiplied by (ii) the aggregate number of then-outstanding shares of Preferred Stock. Any Designated Assets transferred in connection with the payment of the applicable Redemption Amount shall be so transferred free and clear of any liens, encumbrances or restrictions of any kind whatsoever.

(d) In the event the Corporation is obligated to redeem all issued and outstanding shares of Preferred Stock in connection with a Mandatory Redemption Event pursuant to Section 3(a) hereof, within five Business Days after the Corporation or any of its subsidiaries becomes aware of any fact, circumstance, event, change, violation, development, effect, condition or occurrence which has given rise to a Mandatory Redemption Event, the Corporation shall send a written notice (the “Mandatory Redemption Notice”) by first-class mail to each holder of record of shares of Preferred Stock at such holder’s registered address stating (i) the events causing such Mandatory Redemption Event, (ii) the date on which the Mandatory Redemption Event occurred, (iii) the date on which such shares of Preferred Stock will be so redeemed, which date shall be no later than 30 days after the date of mailing of the Mandatory Redemption Notice (the “Mandatory Redemption Date” and, together with the Optional Redemption Date, in each case, as may be extended, the “Redemption Date”), (iv) the Mandatory Redemption Amount that will be payable with respect to the shares of Preferred Stock on the Mandatory Redemption Date, (v) whether such Mandatory Redemption Amount will be paid in cash or in the form of Designated Assets and, if in the form of Designated Assets, the Fair Market Value thereof and (vi) the place at which such holder’s certificate(s) representing shares of Preferred Stock must be presented for cancellation upon such redemption.

(e) In the event that the Corporation elects to redeem all issued and outstanding shares of Preferred Stock on any Optional Redemption Date, not less than 30 days prior to the Optional Redemption Date pursuant to Section 3(b) hereof, the Corporation shall send a written notice (the “Optional Redemption Notice”) by first class mail to each holder of record of shares of Preferred Stock at such holder’s registered address stating (i) the Optional Redemption Date, (ii) the Optional Redemption Amount that will be payable with respect to the shares of Preferred Stock on the Optional Redemption Date, (iii) whether such Optional Redemption Amount will be paid in cash or in the form of Designated Assets and, if in the form of Designated Assets, the Fair Market Value thereof and (iv) the place at which such holder’s certificate(s) representing shares of Preferred Stock must be presented for cancellation upon such redemption.

(f) On or prior to the applicable Redemption Date, the Corporation shall deposit cash and/or the Designated Assets, the aggregate Fair Market Value of which is equal to the aggregate applicable Redemption Amount with a bank or trust corporation in good standing and organized under the laws of the United States of America or any jurisdiction thereof, having aggregate capital and surplus in excess of $1,000,000,000. Such cash and/or Designated Assets shall be deposited in a trust fund for the benefit of the holders of shares of Preferred Stock. The Corporation shall issue to such bank or trust corporation irrevocable instructions and authority to pay and/or transfer the allocable portion of the applicable Redemption Amount for such shares of Preferred Stock to their respective holders on or immediately after the applicable Redemption Date upon receipt of the certificate(s) representing the shares of Preferred Stock to be so redeemed. Notwithstanding the deposit of funds, the Corporation shall remain liable for the payment of the applicable Redemption Amount to the extent such Redemption Amount is not paid as provided herein. From and after the applicable Redemption Date, unless there shall have been a default in payment of the applicable Redemption Amount, all rights of the holders of shares of Preferred Stock as holders of Preferred Stock (except the right to receive the applicable Redemption Amount upon surrender of their certificate(s)) shall cease and such shares shall not thereafter be transferred on the transfer books of the Corporation or be deemed to be outstanding for any purpose whatsoever. Until the applicable Redemption Amount for each issued and outstanding share of Preferred Stock shall have been paid in full, each such share of Preferred Stock not so redeemed shall remain outstanding for all purposes and entitle the holder thereof to all the rights and privileges provided herein, including, without limitation, the accrual and payment of dividends and conversion rights, and, if unpaid prior to the date such shares are redeemed, shall be included as part of the applicable Redemption Amount.

(g) If any Redemption Date is not a Business Day, payment of the applicable Redemption Amount may be made on the next Business Day with the same force and effect as if made on the applicable Redemption Date, and no interest, additional dividends or other sums will accrue on the amount payable from the Redemption Date to the next Business Day.

(h) The Corporation may not, whether by any amendment of the Title VIII of the Act or Bylaws, by any reclassification or other change to its capital stock, by any merger, consolidation or other combination involving the Corporation, by any sale, conveyance or other transfer of assets, by the liquidation, dissolution or winding up of the Corporation, or by any other way, impair or restrict the redemption of shares of Preferred Stock pursuant to this Section 3, or avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the redemption rights of the holders of shares of Preferred Stock against impairment to the extent required hereunder.

(i) Notwithstanding anything in the definition of “Fair Market Value” in Section 12(t) hereof to the contrary, the term “Fair Market Value” when used in reference to the Designated Assets in this Section 3 shall mean such fair market value of the Designated Assets as determined in good faith by the Board of Directors and stated in the applicable redemption notice required to be mailed to all holders of shares of Preferred Stock pursuant to Section 3(d) or Section 3(e) hereof. If holders of a majority of the then-outstanding shares of Preferred Stock disagree with the Fair Market Value of the Designated Assets as so determined by the Board of Directors, then such holders (the “Objecting Holders”) shall notify the Board of Directors of such disagreement in writing specifying in detail the particulars of such disagreement within 15 calendar days of receipt of the applicable redemption notice. The Board of Directors and such holders of shares of Preferred Stock shall use their respective reasonable best efforts to resolve any disagreements raised by such holders of shares of Preferred Stock within 15 calendar days of the Board of Directors’ receipt of such notice of disagreement. If, at the end of such period, the Board of Directors and such holders of shares of Preferred Stock are unable to resolve such disagreement, the Board of Directors and such holders of shares of Preferred Stock shall select a mutually agreeable nationally recognized investment bank, appraisal or accounting firm which is independent of the Corporation and the Objecting Holders (whose fees and expenses shall be borne equally by the Corporation, on the one hand, and the Objecting Holders, on the other hand) to resolve any remaining disagreements. The determination of such investment bank, appraisal or accounting firm shall be final, binding and conclusive on such parties. The Board of Directors and such holders of shares of Preferred Stock shall use their reasonable best efforts to cause such investment bank, appraisal or accounting firm to make its determination within 15 calendar days of accepting its selection.

4.	Voting Rights.

Except as required by applicable law, holders of shares of Preferred Stock shall not have any voting powers, either general or special.

5.	Protective Provisions.

Notwithstanding anything to the contrary herein, so long as any shares of Preferred Stock are issued and outstanding, the consent of holders of at least two-thirds of the then-outstanding shares of Preferred Stock shall be required for any of the following; provided, that no such consent shall be required if provision is made for the redemption of shares of Preferred Stock then-outstanding pursuant to Section 3 hereof at or before the time any of the following is to be consummated or made, as the case may be:

(a) any proposal by the Corporation to amend, alter, delete, repeal or otherwise change any provision of Title VIII of the Act, or any amendment, alteration, deletion, repeal or other change of any provision of the Bylaws in any manner that adversely affects the designation, powers, preferences, rights, privileges, qualifications, limitations, restrictions, terms or conditions of the Preferred Stock;

(b) any increase or decrease in the authorized amount of shares of Preferred Stock, except for the redemption and retirement of shares of Preferred Stock as provided for in Section 3 hereof;

(c) (i) any issuance of, or any agreement to be obligated to issue, any capital stock of the Corporation that ranks senior to, or on parity with, the Preferred Stock with respect to dividend distributions and distributions upon a liquidation, dissolution or winding up of the Corporation, or any debt or other securities of the Corporation that is convertible into or exercisable for such securities or (ii) any amendment or reclassification of any existing equity security of the Corporation such that such security would rank senior to, or on parity with, the Preferred Stock;

(d) taking of any action, or proposing to take any action to effect, a Voluntary Bankruptcy Event;

(e) to the extent material, individually or in the aggregate, incurring, creating, assuming, refinancing or otherwise becoming liable for any indebtedness for borrowed money or material credit extended, or, to the extent material, individually or in the aggregate, assuming, guaranteeing, endorsing or otherwise becoming responsible or liable for the obligations of any other individual, corporation or other entity, other than, in each case, in the ordinary course of business consistent with past practice;

(f) repurchasing, redeeming or otherwise acquiring (or paying into or setting funds aside for a sinking fund for such purpose) any equity securities of the Corporation, except for the redemption and retirement of shares of Preferred Stock as provided for in Section 3 hereof;

(g) (i) except to the extent specifically permitted pursuant to clause (j) below, to the extent material, individually or in the aggregate, selling, transferring, leasing, pledging, mortgaging, encumbering or otherwise disposing of any property or asset of the Corporation or any of its subsidiaries (including stock interests or other ownership interests of its subsidiaries), or, to the extent material, individually or in the aggregate, acquiring any property or asset of any other Person (including stock interests or other ownership interests of any such other Person), other than, to the extent not material, individually or in the aggregate, any sales of securities of any other Person or any creation of encumbrances, pledges, mortgages or liens pursuant to securities guaranteed by the Corporation or any of its subsidiaries in the ordinary course of business consistent with past practice under the Farmer Mac I or Farmer Mac II programs and which creation of any such encumbrance, pledge, mortgage or lien would not otherwise require the consent of holders of at least two-thirds of the then-outstanding shares of Preferred Stock pursuant to clause (k) below or (ii) approving, adopting or entering into any agreement or arrangement which prohibits or limits the Corporation or any of its subsidiaries from creating, individually or in the aggregate, any material encumbrances;

(h) offering any equity securities or securities convertible into or exercisable for any equity securities other than pursuant to equity compensation grants (or the exercise thereof) to employees, officers and directors pursuant to plans or arrangements approved or adopted by the Board of Directors, or a committee thereof, in each case, to the extent such plans or arrangements were approved or adopted prior to the Issue Date (without giving effect to any extensions, amendments or expansions of such plans or arrangements on or after the Issue Date), and other than issuances of Class C Common Stock pursuant to the Corporation’s policy in existence on the Issue Date (without giving effect to any extensions, amendments or expansions of such policy on or after the Issue Date) that permits directors of the Corporation to elect to receive shares of Class C Common Stock in lieu of their annual cash retainers;

(i) merging or consolidating with any other Person, entering into any other Change of Control transaction, or approving or effecting a plan of complete or partial liquidation, dissolution or winding up;

(j) approving, adopting or entering into any transaction (i) with any Affiliate of the Corporation, other than arms’-length transactions in the ordinary course of business consistent with past practice or (ii) providing for the transfer of assets or securities between the Corporation and any of its subsidiaries or among any of its subsidiaries, other than any transfer of third party loans or mortgages by the Corporation to any of its subsidiaries in order to permit such subsidiary to issue securities under the Farmer Mac I or Farmer Mac II programs in existence on the Issue Date;

(k) adopting or approving any material new business initiative or program or any material expansion of the business of the Corporation or any of its subsidiaries as such business was being conducted on the Issue Date; and

(l) any employment, termination or replacement of any member of the executive management of the Corporation or any of its subsidiaries.

Solely with respect to clause (k) above, upon the Corporation’s written request, which request shall not be made until after the date that is nine months from the Issue Date, the holders of shares of the Preferred Stock will evaluate the financial condition of the Corporation in order to determine whether or not, in such holders’ good faith judgment, the Corporation is in sound financial condition. If a positive determination is so made, such holders will consider waiving the consent right described in clause (k) above (which waiver shall not be unreasonably withheld or delayed).

6.	Liquidation Rights and Preference.

(a) Upon the occurrence of a liquidation, dissolution or winding up of the Corporation, holders of the then-outstanding shares of Preferred Stock shall be entitled to receive and be paid out of the assets of the Corporation available for distribution, before any payment or distribution shall be made to any holder of shares of Junior Stock (without duplication of any Redemption Amounts paid pursuant to Section 3 hereof), an amount in cash equal to the then-applicable Liquidation Preference on the date of such liquidation, dissolution or winding up of the Corporation. If upon a liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution are insufficient to pay the holders of Preferred Stock the full Liquidation Amount upon the occurrence of such an event, then all of the assets of the Corporation available for distribution shall be distributed to the holders of then-outstanding shares of Preferred Stock ratably in proportion to the full respective amounts to which they are entitled. Solely for purposes of Section 8.4(e)(3) of the Act, the Preferred Stock shall be deemed to have a par value equal to the then-applicable Liquidation Preference per share.

(b) The value of any property not consisting of cash that may be distributed by the Corporation to the holders of Preferred Stock will equal the Fair Market Value thereof.

(c) Neither the voluntary sale, conveyance, transfer, lease or exchange of all or substantially all of the property or business of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or entity, shall be deemed to be a liquidation, dissolution or winding up of the Corporation for the purpose of this Section 6. The Corporation shall provide each holder of Preferred Stock notice no later than five days after the Corporation or any of its subsidiaries becomes aware of any fact, circumstance, event, change, violation, development, effect, condition or occurrence which has given rise to, or could reasonably be expected to give rise to, a liquidation, dissolution or winding up of the Corporation.

7.	Change of Control.

(a) In the event of a Change of Control, holders of issued and outstanding shares of Preferred Stock shall be entitled to receive, in exchange for each such holder’s shares of Preferred Stock and subject to and upon consummation of such Change of Control, an amount in cash equal to the then-applicable Liquidation Preference on the date of consummation of such Change of Control.

(b) The Corporation shall, prior to the consummation of a Change of Control, make all appropriate provisions (in form and substance reasonably satisfactory to holders of at least two-thirds of the then-outstanding shares of Preferred Stock) to insure that each holder of Preferred Stock shall receive, upon consummation of such Change of Control, such applicable amount provided for in Section 7(a) hereof and, if necessary, shall require the successor entity (if other than the Corporation) resulting from the Change of Control to assume by written instrument (in form and substance reasonably satisfactory to holders of at least two-thirds of the then-outstanding shares of Preferred Stock) the obligation to pay such amounts to holders of then-outstanding shares of Preferred Stock. The Corporation shall provide each holder of Preferred Stock notice of any Change of Control for purposes of this Section 7 no later than 15 days prior to the payment date stated therein.

8.	Additional Classes or Series of Stock.

Subject to Section 5 hereof, the Board of Directors shall have the right at any time in the future to authorize, create and issue, by resolution or resolutions, one or more additional classes or series of stock of the Corporation, and to determine and fix the distinguishing characteristics and the relative rights, preferences, privileges and other terms of the shares thereof.

9.	Information Rights.

Upon the reasonable request of any holder of shares of Preferred Stock, the Corporation shall, and shall cause its representatives to, provide such information (including, without limitation, periodic financial statements and budgets) to the extent necessary for any such holder to satisfy any applicable tax or regulatory requirements.

10.	Amendments.

Notwithstanding anything to the contrary herein, subject to Section 5 hereof, the Corporation, upon approval of at least two-thirds of the then-outstanding shares of Preferred Stock, may amend, alter, supplement or repeal any provision of this Certificate pursuant to the following terms and conditions:

(a) The annual dividend rate, the Redemption Amount or the Liquidation Preference of the Preferred Stock shall not be reduced without the unanimous consent of the holders of all shares of Preferred Stock.

(b) Holders of the Preferred Stock shall be entitled to one vote per share on matters on which their consent is required pursuant to Section 5 hereof or this Section 10. Consents shall be effective when duly executed and delivered to the Corporation. In connection with any meeting of such holders, the Board of Directors shall fix a record date, neither earlier than 60 days nor later than 10 days prior to the date of such meeting, and holders of record of shares of the Preferred Stock on such record date shall be entitled to notice of and to vote at any such meeting and any adjournment. The Board of Directors, or such person or persons as it may designate, may establish reasonable rules and procedures as to the solicitation of the consent of holders of the Preferred Stock at any such meeting or otherwise, which rules and procedures shall conform to the requirements of any national securities exchange on which the Preferred Stock may be listed at such time.

11.

Notices.

Any notice, demand or other communication that by any provision of this Certificate is required or permitted to be given or served to or upon the Corporation shall be given or served in writing addressed (unless and until another address shall be published by the Corporation) to the Federal Agricultural Mortgage Corporation, 1133 Twenty-First Street, N.W., Suite 600, Washington, D.C. 20036, Attention: Vice President - General Counsel and Secretary. Such notice, demand or other communication to or upon the Corporation shall be deemed to have been sufficiently given or made only upon actual receipt of a writing by the Corporation. Any notice, demand or other communication that by any provision of this Certificate is required or permitted to be given or served by the Corporation hereunder may be given or served by being deposited first class, postage prepaid, in the United States mail addressed (a) to the holder as such holder’s name and address may appear at such time in the books and records of the Corporation or (b) if to a person or entity other than a holder of record of the Preferred Stock, to such person or entity at such address as it appears to the Corporation to be appropriate at such time. Such notice, demand or other communication shall be deemed to have been sufficiently given or made, for all purposes, upon mailing.

12.	Definitions.

As used herein, the following terms shall have the following meanings:

(a) “Accumulated Dividends” means, with respect to each share of Preferred Stock, as of any date, an amount computed at the annual dividend rate for Preferred Stock, from the Issue Date to and including the date to which such dividends are to be accrued (whether or not such dividends have been declared), less the aggregate amount of all dividends previously paid on such share (subject to adjustment of such dollar amount for any stock splits, stock dividends, combinations, recapitalizations or similar transactions).

(b) “Act” shall have the meaning set forth in the recitals.

(c) “Affiliate” means any person that, directly or indirectly, controls, is controlled by or is under common control with another Person, for so long as such other person remains so associated with such specified Person; provided, however, that any holder of Preferred Stock or Senior Cumulative Perpetual Preferred Stock, Series B-2, of the Corporation shall not be deemed an Affiliate. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

(d) “Board of Directors” shall have the meaning set forth in the recitals.

(e) “Business Day” means any day other than a Saturday, Sunday or a day on which banks are required or authorized to close in New York, New York.

(f) “Bylaws” means the By-Laws of the Corporation.

(g) “Certificate” means this Amended and Restated Certificate of Designation of Terms and Conditions of Senior Cumulative Perpetual Preferred Stock, Series B-1.

(h) “Change of Control” means the occurrence of (i) any consolidation or merger of the Corporation with or into any other entity, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Corporation), in which the stockholders of the Corporation immediately prior to such consolidation, merger, reorganization or transaction own capital stock representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the voting power of the Corporation or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (ii) any transaction or series of related transactions, after giving effect to which in excess of fifty percent (50%) of the Corporation’s voting power is owned directly, or indirectly through one or more entities, by any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries on a consolidated basis in any transaction or series of related transactions to any “person”; excluding, in the case of clause (i) or (ii), any bona fide primary or secondary public offering of securities.

(i) “Class A Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(j) “Class B Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(k) “Class C Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(l) “Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(m) “Convertible Securities” means any bonds, debentures, notes or other evidence of indebtedness, capital stock or other securities directly or indirectly convertible into, or exercisable or exchangeable for, Common Stock.

(n) “Corporation” shall have the meaning ascribed to such term in the recitals.

(o) “Corporation Debt” shall have the meaning ascribed to such term in Section 3(a) hereof.

(p) “Designated Assets” means securities and loans that are qualified under the Farmer Mac I or Farmer Mac II programs or such other assets that are otherwise acceptable to the holders of Preferred Stock.

(q) “Dividend Payment Date” means March 31, June 30, September 30 and December 31 of each year.

(r) “Dividend Period” shall have the meaning ascribed to such term in Section 2(a) hereof.

(s) “Fair Market Value” of Common Stock or any other security or property of the Corporation means the fair market value thereof as determined in accordance with the following rules:

(i) For Common Stock or other security of the Corporation traded or quoted on the NYSE or other national securities exchange or automated quotation system, the Fair Market Value will be the average closing price of shares of Common Stock or such other security on the NYSE or such exchange or quotation system for a five consecutive trading-day period, ending on the trading day immediately prior to the date of determination;

(ii) For any security that is not so traded or quoted, the Fair Market Value shall be determined: (x) mutually by the Board of Directors and the holders of at least a two-thirds of the then-outstanding shares of Preferred Stock or (y) by a nationally recognized investment bank, appraisal or accounting firm which is independent of the Corporation and the holders of outstanding shares of Preferred Stock (whose fees and expenses shall be borne equally by the Corporation, on the one hand, and the holders of outstanding shares of Preferred Stock, on the other hand) selected by mutual agreement between the Board of Directors and the holders representing a majority of the then-outstanding shares of Preferred Stock; and

(iii) For any other property, the Fair Market Value shall be determined by the Board of Directors in good faith, assuming a willing buyer and a willing seller in an arms’-length transaction; provided, that if holders representing two-thirds of the then-outstanding shares of Preferred Stock object to a determination by the Board of Directors made pursuant to this clause (iii), the Fair Market Value of such property shall be as determined by a nationally recognized investment bank, appraisal or accounting firm which is independent of the Corporation and the holders of outstanding shares of Preferred Stock (whose fees and expenses shall be borne equally by the Corporation, on the one hand, and the holders of outstanding shares of Preferred Stock, on the other hand) selected by mutual agreement between the Board of Directors and such holders.

(t) “Issue Date” means, with respect to each share of Preferred Stock, the date of the initial issuance of such share of Preferred Stock.

(u) “Junior Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(v) “Liquidation Amount” shall have the meaning ascribed to such term in Section 6(a) hereof.

(w) “Liquidation Preference” shall have the meaning ascribed to such term in Section 1 hereof.

(x) “Mandatory Redemption Amount” shall have the meaning ascribed to such term in Section 3(a) hereof.

(y) “Mandatory Redemption Event” shall have the meaning ascribed to such term in Section 3(a) hereof.

(z) “Mandatory Redemption Date” shall have the meaning ascribed to such term in Section 3(d) hereof.

(aa) “Mandatory Redemption Notice” shall have the meaning ascribed to such term in Section 3(d) hereof.

(bb) “NYSE” means the New York Stock Exchange.

(cc) “Objecting Holders” shall have the meaning ascribed to such term in Section 3(i) hereof.

(dd) “Optional Redemption Amount” shall have the meaning ascribed to such term in Section 3(b) hereof.

(ee) “Optional Redemption Date” shall have the meaning ascribed to such term in Section 3(b) hereof.

(ff) “Optional Redemption Notice” shall have the meaning ascribed to such term in Section 3(e) hereof.

(gg) “Options” means any rights, options, warrants or similar securities to subscribe or exchange for, purchase or otherwise acquire Common Stock or Convertible Securities.

(hh) “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

(ii) “Preferred Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(jj) “Redemption Amount” shall have the meaning ascribed to such term in Section 3(b) hereof.

(kk) “Redemption Date” shall have the meaning ascribed to such term in Section 3(d) hereof.

(ll) “Voluntary Bankruptcy Event” shall have the meaning ascribed to such term in Section 3(a) hereof.

13.	Miscellaneous.

(a) The Corporation and any agent of the Corporation may deem and treat the holder of a share or shares of Preferred Stock, as shown in the Corporation’s books and records, as the absolute owner of such share or shares of Preferred Stock for the purpose of receiving payment of dividends and redemption proceeds in respect of such share or shares of Preferred Stock and for all other purposes whatsoever, and neither the Corporation nor any agent of the Corporation shall be affected by any notice to the contrary. All payments made to or upon the order of any such person shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge liabilities for moneys payable by the Corporation on or with respect to any such share or shares of Preferred Stock.

(b) The shares of the Preferred Stock, when duly issued, shall be fully paid and non-assessable.

(c) The Preferred Stock shall be issued and shall be transferable on the books of the Corporation, only in whole shares, it being intended that no fractional interests in shares of Preferred Stock shall be created or recognized by the Corporation.

(d) For purposes of this Certificate, the term the “Corporation” shall mean the Federal Agricultural Mortgage Corporation and any successor thereto by operation of law or by reason of a merger, consolidation or combination.

(e) This Certificate and the respective rights and obligations of the Corporation and the holders of the Preferred Stock with respect to such Preferred Stock shall be construed in accordance with and governed by the laws of the United States, provided that the law of the District of Columbia shall serve as the federal rule of decision in all instances except where such law is inconsistent with the Corporation’s enabling legislation, its public purposes or any provision of this Certificate.

(f) RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF THE PREFERRED STOCK BY OR ON BEHALF OF A HOLDER SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER (AND ALL OTHERS HAVING BENEFICIAL OWNERSHIP OF SUCH SHARE OR SHARES) OF ALL OF THE TERMS AND PROVISIONS OF THIS CERTIFICATE. NO SIGNATURE OR OTHER FURTHER MANIFESTATION OF ASSENT TO THE TERMS AND PROVISIONS OF THIS CERTIFICATE SHALL BE NECESSARY FOR ITS OPERATION OR EFFECT AS BETWEEN THE CORPORATION AND THE HOLDER (AND ALL SUCH OTHERS).

(g) Shares of Preferred Stock which have been redeemed, repurchased or otherwise cancelled shall be retired and have the status of authorized and unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as a part of a particular series by the Board of Directors.

(h) If any right, power, preference, privilege or limitation of the Preferred Stock set forth herein (as the same may be amended from time to time), is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, powers, preferences, privileges and limitations set forth herein (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, power, preference, privilege or limitation shall, nevertheless, remain in full force and effect, and no right, power, preference, privilege or limitation herein set forth shall be deemed dependent upon any other such right, power, preference, privilege or limitation.

(i) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(j) This Certificate amends, restates and replaces in all respects the Corporation’s Certificate of Designation of Terms and Conditions of Senior Cumulative Perpetual Preferred Stock, Series B-1, dated September 30, 2008.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Designation of Terms and Conditions of Senior Cumulative Perpetual Preferred Stock, Series B-1, is executed on behalf of the Corporation by its Vice Chairman and Acting Chairman of the Board of Directors and attested by its Corporate Secretary as of the 30th day of September, 2008.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION


By:	/s/ Lowell L. Junkins
	Name:	Lowell L. Junkins
	Title:	Vice Chairman and Acting Chairman of the Board of Directors

Attest:

By:	/s/ Jerome G. Oslick

Name: Jerome G. Oslick

Title: Corporate Secretary

Exhibit 4.7

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATION OF TERMS AND CONDITIONS

SENIOR CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B-2

(par value $1.00 per share; initial liquidation preference of $1,000 per share)

The Senior Cumulative Perpetual Preferred Stock, Series B-2, shall have the following designation, powers, preferences, rights, privileges, qualifications, limitations, restrictions, terms and conditions:

1.	Designation, Par Value, Number of Shares and Seniority.

The class of preferred stock of the Corporation created hereby (the “Preferred Stock”) shall be designated “Senior Cumulative Perpetual Preferred Stock, Series B-2,” shall have a par value of $1.00 per share and a liquidation preference per share equal to $1,000 (subject to adjustment of such fixed dollar amount for any stock splits, stock dividends, combinations, recapitalizations or similar transactions) plus Accumulated Dividends thereon (the “Liquidation Preference”), and shall consist of 5,000 shares. The Preferred Stock shall, with respect to dividend distributions and distributions upon a Change of Control, liquidation, dissolution or winding up of the Corporation, rank (a) senior to (i) the Class A Voting Common Stock, par value $1.00 per share, of the Corporation (the “Class A Common Stock”), (ii) the Class B Voting Common Stock, par value $1.00 per share, of the Corporation (the “Class B Common Stock”), (iii) the Class C Non-Voting Common Stock, par value $1.00 per share, of the Corporation (the “Class C Common Stock” and, together with the Class A Common Stock, the Class B Common Stock and any other similar common equity securities, the “Common Stock”), (iv) the 6.40% Cumulative Preferred Stock, Series A, par value $1.00 per share, of the Corporation (the “Junior Preferred Stock”), (v) any other capital stock of the Corporation outstanding as of the Issue Date and (vi) any capital stock of the Corporation that may be issued after the Issue Date (the securities referred to in sub-clauses (i) through (vi), collectively, the “Junior Stock”) and (b) pari passu with the Senior Cumulative Perpetual Preferred Stock, Series B-1, par value $1.00 per share, of the Corporation.

2.	Dividends.

3.	Redemption.

(i) Notwithstanding anything in the definition of “Fair Market Value” in Section 11(t) hereof to the contrary, the term “Fair Market Value” when used in reference to the Designated Assets in this Section 3 shall mean such fair market value of the Designated Assets as determined in good faith by the Board of Directors and stated in the applicable redemption notice required to be mailed to all holders of shares of Preferred Stock pursuant to Section 3(d) or Section 3(e) hereof. If holders of a majority of the then-outstanding shares of Preferred Stock disagree with the Fair Market Value of the Designated Assets as so determined by the Board of Directors, then such holders (the “Objecting Holders”) shall notify the Board of Directors of such disagreement in writing specifying in detail the particulars of such disagreement within 15 calendar days of receipt of the applicable redemption notice. The Board of Directors and such holders of shares of Preferred Stock shall use their respective reasonable best efforts to resolve any disagreements raised by such holders of shares of Preferred Stock within 15 calendar days of the Board of Directors’ receipt of such notice of disagreement. If, at the end of such period, the Board of Directors and such holders of shares of Preferred Stock are unable to resolve such disagreement, the Board of Directors and such holders of shares of Preferred Stock shall select a mutually agreeable nationally recognized investment bank, appraisal or accounting firm which is independent of the Corporation and the Objecting Holders (whose fees and expenses shall be borne equally by the Corporation, on the one hand, and the Objecting Holders, on the other hand) to resolve any remaining disagreements. The determination of such investment bank, appraisal or accounting firm shall be final, binding and conclusive on such parties. The Board of Directors and such holders of shares of Preferred Stock shall use their reasonable best efforts to cause such investment bank, appraisal or accounting firm to make its determination within 15 calendar days of accepting its selection.

4.	Voting Rights.

Except as required by applicable law, holders of shares of Preferred Stock shall not have any voting powers, either general or special.

5.	Liquidation Rights and Preference.

(b) The value of any property not consisting of cash that may be distributed by the Corporation to the holders of Preferred Stock will equal the Fair Market Value thereof.

(c) Neither the voluntary sale, conveyance, transfer, lease or exchange of all or substantially all of the property or business of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or entity, shall be deemed to be a liquidation, dissolution or winding up of the Corporation for the purpose of this Section 5. The Corporation shall provide each holder of Preferred Stock notice no later than five days after the Corporation or any of its subsidiaries becomes aware of any fact, circumstance, event, change, violation, development, effect, condition or occurrence which has given rise to, or could reasonably be expected to give rise to, a liquidation, dissolution or winding up of the Corporation.

6.	Change of Control.

(b) The Corporation shall, prior to the consummation of a Change of Control, make all appropriate provisions (in form and substance reasonably satisfactory to holders of at least two-thirds of the then-outstanding shares of Preferred Stock) to insure that each holder of Preferred Stock shall receive, upon consummation of such Change of Control, such applicable amount provided for in Section 6(a) hereof and, if necessary, shall require the successor entity (if other than the Corporation) resulting from the Change of Control to assume by written instrument (in form and substance reasonably satisfactory to holders of at least two-thirds of the then-outstanding shares of Preferred Stock) the obligation to pay such amounts to holders of then-outstanding shares of Preferred Stock. The Corporation shall provide each holder of Preferred Stock notice of any Change of Control for purposes of this Section 6 no later than 15 days prior to the payment date stated therein.

7.	Additional Classes or Series of Stock.

The Board of Directors shall have the right at any time in the future to authorize, create and issue, by resolution or resolutions, one or more additional classes or series of stock of the Corporation, and to determine and fix the distinguishing characteristics and the relative rights, preferences, privileges and other terms of the shares thereof.

8.	Information Rights.

9.	Amendments.

Notwithstanding anything to the contrary herein, the Corporation, upon approval of at least two-thirds of the then-outstanding shares of Preferred Stock, may amend, alter, supplement or repeal any provision of this Certificate pursuant to the following terms and conditions:

(b) Holders of the Preferred Stock shall be entitled to one vote per share on matters on which their consent is required pursuant to this Section 9. Consents shall be effective when duly executed and delivered to the Corporation. In connection with any meeting of such holders, the Board of Directors shall fix a record date, neither earlier than 60 days nor later than 10 days prior to the date of such meeting, and holders of record of shares of the Preferred Stock on such record date shall be entitled to notice of and to vote at any such meeting and any adjournment. The Board of Directors, or such person or persons as it may designate, may establish reasonable rules and procedures as to the solicitation of the consent of holders of the Preferred Stock at any such meeting or otherwise, which rules and procedures shall conform to the requirements of any national securities exchange on which the Preferred Stock may be listed at such time.

10.

Notices.

11.	Definitions.

As used herein, the following terms shall have the following meanings:

(b) “Act” shall have the meaning set forth in the recitals.

(d) “Business Day” means any day other than a Saturday, Sunday or a day on which banks are required or authorized to close in New York, New York.

(e) “Bylaws” means the By-Laws of the Corporation.

(f) “Certificate” means this Amended and Restated Certificate of Designation of Terms and Conditions of Senior Cumulative Perpetual Preferred Stock, Series B-2.

(g) “Change of Control” means the occurrence of (i) any consolidation or merger of the Corporation with or into any other entity, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Corporation), in which the stockholders of the Corporation immediately prior to such consolidation, merger, reorganization or transaction own capital stock representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the voting power of the Corporation or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (ii) any transaction or series of related transactions, after giving effect to which in excess of fifty percent (50%) of the Corporation’s voting power is owned directly, or indirectly through one or more entities, by any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries on a consolidated basis in any transaction or series of related transactions to any “person”; excluding, in the case of clause (i) or (ii), any bona fide primary or secondary public offering of securities.

(h) “Class A Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(i) “Class B Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(j) “Class C Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(k) “Common Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(l) “Convertible Securities” means any bonds, debentures, notes or other evidence of indebtedness, capital stock or other securities directly or indirectly convertible into, or exercisable or exchangeable for, Common Stock.

(m) “Corporation” shall have the meaning ascribed to such term in the recitals.

(n) “Corporation Debt” shall have the meaning ascribed to such term in Section 3(a) hereof.

(o) “Designated Assets” means securities and loans that are qualified under the Farmer Mac I or Farmer Mac II programs or such other assets that are otherwise acceptable to the holders of Preferred Stock.

(p) “Dividend Payment Date” means March 31, June 30, September 30 and December 31 of each year.

(q) “Dividend Period” shall have the meaning ascribed to such term in Section 2(a) hereof.

(r) “Fair Market Value” of Common Stock or any other security or property of the Corporation means the fair market value thereof as determined in accordance with the following rules:

(s) “Issue Date” means, with respect to each share of Preferred Stock, the date of the initial issuance of such share of Preferred Stock.

(t) “Junior Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(u) “Liquidation Amount” shall have the meaning ascribed to such term in Section 5(a) hereof.

(v) “Liquidation Preference” shall have the meaning ascribed to such term in Section 1 hereof.

(w) “Mandatory Redemption Amount” shall have the meaning ascribed to such term in Section 3(a) hereof.

(x) “Mandatory Redemption Event” shall have the meaning ascribed to such term in Section 3(a) hereof.

(y) “Mandatory Redemption Date” shall have the meaning ascribed to such term in Section 3(d) hereof.

(z) “Mandatory Redemption Notice” shall have the meaning ascribed to such term in Section 3(d) hereof

(aa) “NYSE” means the New York Stock Exchange.

(bb) “Objecting Holders” shall have the meaning ascribed to such term in Section 3(i) hereof.

(cc) “Optional Redemption Amount” shall have the meaning ascribed to such term in Section 3(b) hereof.

(dd) “Optional Redemption Date” shall have the meaning ascribed to such term in Section 3(b) hereof.

(ee) “Optional Redemption Notice” shall have the meaning ascribed to such term in Section 3(e) hereof.

(ff) “Options” means any rights, options, warrants or similar securities to subscribe or exchange for, purchase or otherwise acquire Common Stock or Convertible Securities.

(gg) “Preferred Stock” shall have the meaning ascribed to such term in Section 1 hereof.

(hh) “Redemption Amount” shall have the meaning ascribed to such term in Section 3(b) hereof.

(ii) “Redemption Date” shall have the meaning ascribed to such term in Section 3(d) hereof.

(jj) “Voluntary Bankruptcy Event” shall have the meaning ascribed to such term in Section 3(a) hereof.

12.	Miscellaneous.

(b) The shares of the Preferred Stock, when duly issued, shall be fully paid and non-assessable.

(i) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Designation of Terms and Conditions of Senior Cumulative Perpetual Preferred Stock, Series B-2, is executed on behalf of the Corporation by its Vice Chairman and Acting Chairman of the Board of Directors and attested by its Corporate Secretary as of the 30th day of September, 2008.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION


By:	/s/ Lowell L. Junkins
	Name:	Lowell L. Junkins
	Title:	Vice Chairman and Acting Chairman of the Board of Directors

Attest:

By:	/s/ Jerome G. Oslick

Name: Jerome G. Oslick

Title: Corporate Secretary

Federally chartered instrumentality of the United States	52-1578738
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

1133 Twenty-First Street, N.W., Suite 600 Washington, D.C.	20036
(Address of principal executive offices)	(Zip code)

Large accelerated filer £	Accelerated filer T

Non-accelerated filer £	Smaller reporting company £

Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007	3
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007	4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007	5
Notes to Condensed Consolidated Financial Statements	6

	September 30, 2008			December 31, 2007
	(in thousands)
Assets:
Cash and cash equivalents	$	50,661		$	101,445
Investment securities:
Available-for-sale, at fair value (includes securities pledged to counterparties of $16.6 million and $7.2 million as of September 30, 2008 and December 31, 2007, respectively)		1,297,255			2,616,187
Trading, at fair value		171,046			8,179
Total investment securities		1,468,301			2,624,366
Farmer Mac Guaranteed Securities:
Held-to-maturity, at amortized cost		-			959,865
Available-for-sale, at fair value		1,250,194			338,958
Trading, at fair value		913,211			-
Total Farmer Mac Guaranteed Securities		2,163,405			1,298,823
Loans:
Loans held for sale, at lower of cost or fair value		63,202			118,629
Loans held for investment, at amortized cost		630,615			649,280
Allowance for loan losses		(2,329	)		(1,690	)
Total loans, net of allowance		691,488			766,219

Real estate owned, at lower of cost or fair value		590			590
Financial derivatives, at fair value		3,395			2,288
Interest receivable		57,701			91,939
Guarantee and commitment fees receivable		60,385			57,804
Deferred tax asset, net		55,073			30,239
Prepaid expenses and other assets		107,689			3,900
Total Assets	$	4,658,688		$	4,977,613

Liabilities, Mezzanine Equity and Stockholders' Equity:
Liabilities:
Notes payable:
Due within one year	$	3,642,228		$	3,829,698
Due after one year		664,874			744,649
Total notes payable		4,307,102			4,574,347

Financial derivatives, at fair value		65,670			55,273
Accrued interest payable		32,520			50,004
Guarantee and commitment obligation		55,582			52,130
Accounts payable and accrued expenses		24,780			20,069
Reserve for losses		2,106			2,197
Total Liabilities		4,487,760			4,754,020

Mezzanine Equity:
Series B redeemable preferred stock, redemption/liquidation value of $1,000 per share, 65,000 shares authorized, issued and outstanding		61,039			-

Stockholders' Equity:
Preferred stock:
Series A, stated at redemption/liquidation value, $50 per share, 700,000 shares authorized, issued and outstanding		35,000			35,000
Common stock:
Class A Voting, $1 par value, no maximum authorization		1,031			1,031
Class B Voting, $1 par value, no maximum authorization		500			500
Class C Non-Voting, $1 par value, no maximum authorization		8,598			8,364
Additional paid-in capital		96,194			87,134
Accumulated other comprehensive loss		(41,421	)		(2,793	)
Retained earnings		9,987			94,357
Total Stockholders' Equity		109,889			223,593

Total Liabilities, Mezzanine Equity and Stockholders' Equity	$	4,658,688		$	4,977,613

	Three Months Ended						Nine Months Ended
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007
Interest income:
Investments and cash equivalents	$	20,395		$	46,621		$	97,305		$	127,143
Farmer Mac Guaranteed Securities		28,470			18,437			67,007			56,622
Loans		11,718			11,636			35,192			34,154
Total interest income		60,583			76,694			199,504			217,919

Total interest expense		39,260			66,177			135,885			189,841

Net interest income		21,323			10,517			63,619			28,078
(Provision)/recovery for loan losses		(731	)		-			(731	)		215
Net interest income after (provision)/recovery for loan losses		20,592			10,517			62,888			28,293

Non-interest (loss)/income:
Guarantee and commitment fees		7,281			6,421			20,574			18,633
Losses on financial derivatives		(19,021	)		(24,906	)		(29,691	)		(9,040	)
Losses on trading assets		(14,507	)		-			(21,664	)		(74	)
Impairment losses on available-for-sale investment securities		(97,108	)		-			(102,452	)		-
(Losses)/gains on sale of available-for-sale investment securities		(85	)		87			65			108
Gains on sale of Farmer Mac Guaranteed Securities		1,531			-			1,531			-
Gains on the repurchase of debt		840			-			840			-
Gains on the sale of real estate owned		-			98			-			130
Other income		192			712			1,315			1,163
Non-interest (loss)/income		(120,877	)		(17,588	)		(129,482	)		10,920

Non-interest expense:
Compensation and employee benefits		3,748			3,459			11,327			10,315
General and administrative		4,061			1,982			8,331			6,556
Regulatory fees		513			550			1,538			1,650
Real estate owned operating costs, net		15			(31	)		102			(31	)
(Recovery)/provision for losses		(91	)		386			(91	)		73
Non-interest expense		8,246			6,346			21,207			18,563

(Loss)/income before income taxes		(108,531	)		(13,417	)		(87,801	)		20,650

Income tax (benefit)/expense		(2,973	)		(5,407	)		3,463			5,249
Net (loss)/income		(105,558	)		(8,010	)		(91,264	)		15,401
Preferred stock dividends		(578	)		(560	)		(1,698	)		(1,680	)
Net (loss)/income available to common stockholders	$	(106,136	)	$	(8,570	)	$	(92,962	)	$	13,721

(Loss)/earnings per common share and dividends:
Basic (loss)/earnings per common share	$	(10.55	)	$	(0.82	)	$	(9.33	)	$	1.32
Diluted (loss)/earnings per common share	$	(10.55	)	$	(0.82	)	$	(9.33	)	$	1.29
Common stock dividends per common share	$	0.10		$	0.10		$	0.30		$	0.30

	September 30, 2008
	Allowance for Loan Losses			REO Valuation Allowance		Reserve for Losses			Total Allowance for Losses
	(in thousands)
Three Months Ended:
Beginning balance	$	1,592		$	-	$	2,197		$	3,789
Provision/(recovery) for losses		731			-		(91	)		640
Charge-offs		-			-		-			-
Recoveries		6			-		-			6
Ending balance	$	2,329		$	-	$	2,106		$	4,435

Nine Months Ended:
Beginning balance	$	1,690		$	-	$	2,197		$	3,887
Provision/(recovery) for losses		731			-		(91	)		640
Charge-offs		(108	)		-		-			(108	)
Recoveries		16			-		-			16
Ending balance	$	2,329		$	-	$	2,106		$	4,435


	Level 1		Level 2		Level 3		Total
Recurring:	(in thousands)
Assets:
Investment Securities:
Available-for-sale:
Fixed rate certificates of deposit	$	-	$	60,000	$	-	$	60,000
Fixed rate commercial paper		-		84,571		-		84,571
Floating rate auction-rate certificates backed by Government guaranteed student loans		-		-		192,010		192,010
Floating rate asset-backed securities		-		94,437		-		94,437
Floating rate corporate debt securities		-		448,950		-		448,950
Floating rate Government/GSE guaranteed mortgage-backed securities		-		355,748		-		355,748
Fixed rate GSE guaranteed mortgage-backed securities		-		7,508		-		7,508
Floating rate GSE subordinated debt		-		51,562		-		51,562
Floating rate GSE preferred stock		-		2,469		-		2,469
Total available-for-sale investment securities		-		1,105,245		192,010		1,297,255

Trading:
Floating rate asset-backed securities		-		-		4,357		4,357
Fixed rate GSE preferred stock		-		-		166,689		166,689
Total trading investment securities		-		-		171,046		171,046
Total investment securities		-		1,105,245		363,056		1,468,301

Farmer Mac Guaranteed Securities:
Available-for-sale:
Farmer Mac I		-		-		354,712		354,712
Farmer Mac II		-		-		493,997		493,997
Rural Utilities		-		-		401,485		401,485
Total available-for-sale guaranteed securities		-		-		1,250,194		1,250,194

Trading:
Farmer Mac II		-		-		476,880		476,880
Rural Utilities		-		-		436,331		436,331
Total trading guaranteed securities		-		-		913,211		913,211
Total Farmer Mac guaranteed securities		-		-		2,163,405		2,163,405

Financial Derivatives		238		3,157		-		3,395
Total Assets at fair value	$	238	$	1,108,402	$	2,526,461	$	3,635,101

Liabilities:
Financial Derivatives	$	-	$	64,461	$	1,209	$	65,670

Total Liabilities at fair value	$	-	$	64,461	$	1,209	$	65,670

Nonrecurring:
Loans held for sale	$	-	$	-	$	63,202	$	63,202

	Beginning Balance			Purchases, Sales, Issuances and Settlements, Net			Realized and Unrealized Gains/(Losses) included in Income			Unrealized Gains/(Losses) included in Other Comprehensive Income			Net Transfers In and/or Out		Ending Balance
Recurring:	(in thousands)
Assets:
Investment Securities:
Available-for-sale:
Floating rate auction-rate certificates backed by Government guaranteed student loans	$	209,360		$	(17,525	)	$	-		$	175		$	-	$	192,010
Floating rate corporate debt securities		-			-			-			-			-		-
Fixed rate corporate debt securities		-			-			-			-			-		-
Total available-for-sale		209,360			(17,525	)		-			175			-		192,010

Trading:
Floating rate asset-backed securities (1)		7,414			(143	)		(2,914	)		-			-		4,357
Fixed rate mortgage-backed securities		-			-			-			-			-		-
Fixed rate GSE preferred stock(1)		-			(338	)		(12,073	)		-			179,100		166,689
Total trading		7,414			(481	)		(14,987	)		-			179,100		171,046
Total investment securities		216,774			(18,006	)		(14,987	)		175			179,100		363,056

Farmer Mac Guaranteed Securities:
Available-for-sale:
Farmer Mac I		391,904			(64,387	)		-			2,203			24,992		354,712
Farmer Mac II		-			-			-			419			493,578		493,997
Rural Utilities		901,639			(500,000	)		-			(154	)		-		401,485
Total available-for-sale		1,293,543			(564,387	)		-			2,468			518,570		1,250,194

Trading:
Farmer Mac II (2)		450,562			26,218			100			-			-		476,880
Rural Utilities (1)		441,685			(5,735	)		381			-			-		436,331
Total trading		892,247			20,483			481			-			-		913,211
Total Farmer Mac Guaranteed Securities		2,185,790			(543,904	)		481			2,468			518,570		2,163,405

Total Assets at fair value	$	2,402,564		$	(561,910	)	$	(14,506	)	$	2,643		$	697,670	$	2,526,461
Liabilities:
Financial Derivatives (3)	$	(1,457	)	$	-		$	248		$	-		$	-	$	(1,209	)
Total Liabilities at fair value	$	(1,457	)	$	-		$	248		$	-		$	-	$	(1,209	)

Nonrecurring:
Loans held for sale	$	142,695		$	(79,534	)	$	41		$	-		$	-	$	63,202

	Carrying Value as of January 1, 2008 Prior to Adoption of Fair Value Option		Transition Gain		Fair Value as of January 1, 2008 After Adoption of Fair Value Option
	(in thousands)
Available-for-sale Investment Securities:
Fixed rate GSE preferred stock (1)	$	184,655	$	2,783	$	184,655
Fixed rate mortgage-backed securities (1)		415,813		14,504		415,813

Held-to-maturity Farmer Mac Guaranteed Securities:
Farmer Mac II Guaranteed Securities		427,330		1,340		428,670

Pre-tax cumulative effect of adoption				18,627
Tax effect				6,519

Cumulative effect of adoption to beginning retained earnings			$	12,108

	September 30, 2008					December 31, 2007
	Notional Amount		Fair Value			Notional Amount		Fair Value
	(in thousands)
Interest rate swaps:
Pay-fixed	$	1,540,286	$	(56,452	)	$	1,411,772	$	(52,941	)
Receive-fixed		2,011,074		(4,903	)		1,098,000		1,065
Basis		131,863		(1,209	)		161,967		(1,106	)
Pay-fixed swaption		100,000		10			-		-
Agency forwards		12,932		41			4,233		(2	)
Treasury futures		12,900		238			1,000		(1	)

Total	$	3,809,055	$	(62,275	)	$	2,676,972	$	(52,985	)

	September 30, 2008					September 30, 2007
	Stock Options and SARs			Weighted- Average Exercise Price		Stock Options and SARs			Weighted- Average Exercise Price
Three Months Ended:
Outstanding, beginning of period		2,381,503		$	26.24		2,305,599		$	25.15
Granted		-			-		5,000			28.24
Exercised		(106,331	)		21.99		(100,732	)		20.13
Canceled		(12,667	)		28.50		(1,668	)		23.53
Outstanding, end of period		2,262,505		$	26.43		2,208,199		$	25.39

Nine Months Ended:
Outstanding, beginning of period		2,218,199		$	25.48		2,145,705		$	23.83
Granted		339,770			28.92		462,427			29.31
Exercised		(264,297	)		21.43		(363,596	)		21.08
Canceled		(31,167	)		28.67		(36,337	)		26.62
Outstanding, end of period		2,262,505		$	26.43		2,208,199		$	25.39

Options and SARs exercisable at end of period		1,520,944		$	25.32		1,337,795		$	24.34

	Outstanding			Exercisable
Range of Exercise Prices	Stock Options and SARs		Weighted- Average Remaining Contractual Life	Stock Options and SARs		Weighted- Average Remaining Contractual Life

$10.00 - $19.99		81,722	5.5 years		81,722	5.5 years
20.00 - 24.99		656,952	4.8 years		646,114	4.8 years
25.00 - 29.99		1,310,163	7.2 years		595,443	6.1 years
30.00 - 34.99		213,668	3.4 years		197,665	2.9 years
		2,262,505			1,520,944

	2008			2007
Risk-free interest rate		2.5	%		4.8	%
Expected years until exercise	6 years			6 years
Expected stock volatility		43.2	%		35.9	%
Dividend yield		1.4	%		1.4	%

	As of September 30, 2008
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Available-for-sale:
Fixed rate certificates of deposit	$	60,000	$	-	$	-		$	60,000
Fixed rate commercial paper		84,571		-		-			84,571
Floating rate auction-rate certificates backed by Government guaranteed student loans (1)		193,950		-		(1,940	)		192,010
Floating rate asset-backed securities		95,345		-		(908	)		94,437
Floating rate corporate debt securities (2)		506,723		-		(57,773	)		448,950
Floating rate Government/GSE guaranteed mortgage-backed securities (3)		352,156		4,698		(1,106	)		355,748
Fixed rate GSE guaranteed mortgage-backed securities		7,576		1		(69	)		7,508
Floating rate GSE subordinated debt		70,000		-		(18,438	)		51,562
Floating rate GSE preferred stock (4)		2,469		-		-			2,469
Total available-for-sale		1,372,790		4,699		(80,234	)		1,297,255

Trading:
Floating rate asset-backed securities		7,661		-		(3,304	)		4,357
Fixed rate GSE preferred stock		180,900		-		(14,211	)		166,689
Total trading		188,561		-		(17,515	)		171,046
Total investment securities	$	1,561,351	$	4,699	$	(97,749	)	$	1,468,301

	As of December 31, 2007
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Available-for-sale:
Fixed rate certificates of deposit	$	181,864	$	-	$	-		$	181,864
Fixed rate commercial paper		66,339		-		-			66,339
Floating rate auction-rate certificates backed by Government guaranteed student loans (1)		131,544		-		-			131,544
Floating rate asset-backed securities		30,000		13		-			30,013
Floating rate corporate debt securities		561,193		1		(19,345	)		541,849
Fixed rate corporate debt securities (2)		501,490		138		(3	)		501,625
Fixed rate mortgage-backed securities (3)		401,309		14,504		-			415,813
Floating rate Government/GSE guaranteed mortgage-backed securities (4)		437,680		5,016		(192	)		442,504
Fixed rate GSE guaranteed mortgage-backed securities		8,330		1		(47	)		8,284
Floating rate GSE subordinated debt		70,000		-		(4,397	)		65,603
Floating rate GSE preferred stock		52,500		-		(6,406	)		46,094
Fixed rate GSE preferred stock		181,873		4,206		(1,424	)		184,655
Total available-for-sale		2,624,122		23,879		(31,814	)		2,616,187

Trading:
Floating rate asset-backed securities (5)		8,432		-		(253	)		8,179
Total trading		8,432		-		(253	)		8,179
Total investment securities	$	2,632,554	$	23,879	$	(32,067	)	$	2,624,366

	As of September 30, 2008
	Available-for-Sale Investment Securities
	Unrealized loss position for less than 12 months					Unrealized loss position for more than 12 months
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(in thousands)
Floating rate auction-rate certificates backed by Government guaranteed student loans	$	192,010	$	(1,940	)	$	-	$	-
Floating rate asset-backed securities		94,437		(908	)		-		-
Floating rate corporate debt securities		58,514		(751	)		382,936		(57,022	)
Floating rate Government/GSE guaranteed mortgage-backed securities		82,883		(914	)		8,509		(192	)
Fixed rate GSE guaranteed mortgage-backed securities		6,283		(44	)		757		(25	)
Floating rate GSE subordinated debt		-		-			51,562		(18,438	)
Total	$	434,127	$	(4,557	)	$	443,764	$	(75,677	)

	Investment Securities Available-for-Sale as of September 30, 2008
	Amortized Cost		Fair Value		Weighted Average Yield
	(dollars in thousands)
Due within one year	$	324,565	$	311,122		2.91	%
Due after one year through five years		375,732		331,000		2.91	%
Due after five years through ten years		94,772		94,479		3.84	%
Due after ten years		577,721		560,654		3.92	%
Total	$	1,372,790	$	1,297,255

	September 30, 2008
	Held-to- Maturity		Available- for-Sale			Trading			Total
	(in thousands)
Farmer Mac I	$	-	$	354,712		$	-		$	354,712
Farmer Mac II		-		493,997			476,880			970,877
Farmer Mac Guaranteed
Securities - Rural Utilities		-		401,485			436,331			837,816
Total	$	-	$	1,250,194		$	913,211		$	2,163,405

Amortized cost	$	-	$	1,238,000		$	898,986		$	2,136,986
Unrealized gains		-		14,089			14,228			28,317
Unrealized losses		-		(1,895	)		(3	)		(1,898	)
Fair value	$	-	$	1,250,194		$	913,211		$	2,163,405

	September 30, 2008
	(dollars in thousands)

Fair value of beneficial interests retained in Farmer Mac Guaranteed Securities	$	2,163,405

Weighted-average remaining life (in years)		4.1

Weighted-average prepayment speed (annual rate)		6.6	%
Effect on fair value of a 10% adverse change	$	(24	)
Effect on fair value of a 20% adverse change	$	(25	)

Weighted-average discount rate		4.7	%
Effect on fair value of a 10% adverse change	$	(27,946	)
Effect on fair value of a 20% adverse change	$	(56,338	)

	As of
	September 30, 2008		December 31, 2007
	(in thousands)

Outstanding balance	$	31,774	$	38,621
Carrying amount		27,967		34,541

	90-Day Delinquencies (1)						Net Credit Losses (2)
	As of September 30,		As of December 31,		As of September 30,		For the Nine Months Ended September 30,
	2008		2007		2007		2008		2007
	(in thousands)
On-balance sheet assets:
Farmer Mac I:
Loans	$	9,327	$	10,024	$	16,407	$	92	$	29
Total on-balance sheet	$	9,327	$	10,024	$	16,407	$	92	$	29


Off-balance sheet assets:
Farmer Mac I:
LTSPCs	$	2,154	$	560	$	616	$	-	$	-
Total off-balance sheet	$	2,154	$	560	$	616	$	-	$	-

Total	$	11,481	$	10,584	$	17,023	$	92	$	29

Outstanding Balance of Off-Balance Sheet Farmer Mac Guaranteed Securities
	September 30, 2008		December 31, 2007
Fair value at acquisition date	(in thousands)
Post-1996 Act Farmer Mac I Guaranteed Securities	$	4,691,958	$	4,518,300
Farmer Mac II Guaranteed Securities		31,527		24,815
Total Farmer Mac I and II	$	4,723,485	$	4,543,115

Type of Financial Instrument	Underlying Assets
Farmer Mac I Guaranteed Securities	Agricultural mortgage loans eligible under Farmer Mac’s credit underwriting, collateral valuation, documentation and other standards.
Farmer Mac II Guaranteed Securities	Portions of loans guaranteed by USDA pursuant to the Consolidated Farm Rural Development Act.
Farmer Mac Guaranteed Securities – Rural Utilities	General obligations of the National Rural Utilities Cooperative Finance Corporation (“Nat Rural”) and/or loans made to rural electric distribution cooperatives by Nat Rural.
Auction-rate certificates (“ARCs”)	Guaranteed student loans that are backed by the full faith and credit of the United States.
GSE preferred stock	Preferred stock investments in CoBank, ACB and AgFirst Farm Credit Bank, institutions of the Farm Credit System, a government-sponsored enterprise.

	Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007
	Increase/(Decrease) Due to
	Rate			Volume		Total
	(in thousands)
Income from interest-earning assets:
Cash and investments	$	(33,403	)	$	3,565	$	(29,838	)
Loans and Farmer Mac Guaranteed Securities		(6,317	)		17,740		11,423
Total		(39,720	)		21,305		(18,415	)
Expense from interest-bearing liabilities		(70,631	)		16,675		(53,956	)
Change in net interest income	$	30,911		$	4,630	$	35,541

	Outstanding Post-1996 Act Farmer Mac I Loans, Guarantees (1), LTSPCs, and REO		Non- performing Assets		Percentage			Less: REO and Performing Bankruptcies		90-Day Delinquencies		Percentage
	(dollars in thousands)

As of:
September 30, 2008	$	4,989,755	$	32,883		0.66	%	$	21,402	$	11,481		0.23	%
June 30, 2008		4,937,870		28,230		0.57	%		23,060		5,170		0.11	%
March 31, 2008		4,933,720		31,640		0.64	%		20,666		10,974		0.22	%
December 31, 2007		5,063,164		31,924		0.63	%		21,340		10,584		0.21	%
September 30, 2007		4,891,525		37,364		0.76	%		20,341		17,023		0.35	%
June 30, 2007		4,904,592		37,225		0.76	%		22,462		14,763		0.30	%
March 31, 2007		4,905,244		50,026		1.02	%		21,685		28,341		0.58	%
December 31, 2006		4,784,983		39,232		0.82	%		19,577		19,655		0.41	%
September 30, 2006		4,621,083		44,862		0.97	%		16,425		28,437		0.62	%

Distribution of Post-1996 Act Non-performing Assets by Original LTV Ratio as of September 30, 2008
(dollars in thousands)

Original LTV Ratio	Post-1996 Act Non-performing Assets		Percentage
0.00% to 40.00%	$	2,034		6%
40.01% to 50.00%		7,394		22%
50.01% to 60.00%		13,161		41%
60.01% to 70.00%		9,087		28%
70.01% to 80.00%		820		2%
80.01% +		387		1%
Total	$	32,883		100%

Farmer Mac I Post-1996 Act Non-performing Assets
	Distribution of Outstanding Loans, Guarantees and LTSPCs			Outstanding Loans, Guarantees and LTSPCs (1)		Post-1996 Act Non- performing Assets (2)		Non- performing Asset Rate
	(dollars in thousands)
By year of origination:
Before 1997		10	%	$	474,722	$	5,730		1.21	%
1997		4	%		191,294		4,799		2.51	%
1998		6	%		311,666		6,537		2.10	%
1999		7	%		357,029		4,543		1.27	%
2000		4	%		184,031		2,989		1.62	%
2001		7	%		343,793		4,255		1.24	%
2002		9	%		449,288		2,171		0.48	%
2003		9	%		463,572		1,109		0.24	%
2004		7	%		339,957		293		0.09	%
2005		10	%		507,819		17		0.00	%
2006		12	%		592,855		326		0.05	%
2007		9	%		472,205		114		0.02	%
2008		6	%		301,524		-		0.00	%
Total		100	%	$	4,989,755	$	32,883		0.66	%

By geographic region (3):
Northwest		16	%	$	804,953	$	19,451		2.42	%
Southwest		38	%		1,880,219		3,386		0.18	%
Mid-North		22	%		1,079,500		3,990		0.37	%
Mid-South		12	%		621,781		2,036		0.33	%
Northeast		8	%		387,743		1,177		0.30	%
Southeast		4	%		215,559		2,843		1.32	%
Total		100	%	$	4,989,755	$	32,883		0.66	%

By commodity/collateral type:
Crops		41	%	$	2,024,173	$	16,837		0.83	%
Permanent plantings		19	%		955,532		9,576		1.00	%
Livestock		26	%		1,326,429		4,501		0.34	%
Part-time farm/rural housing		7	%		349,607		1,824		0.52	%
Ag storage and processing (including ethanol facilities)		6	%		296,393		-		0.00	%
Other		1	%		37,621		145		0.39	%
Total		100	%	$	4,989,755	$	32,883		0.66	%

Farmer Mac I Post-1996 Act Credit Losses Relative to all Cumulative Original Loans, Guarantees and LTSPCs
	Cumulative Original Loans, Guarantees and LTSPCs (1)			Cumulative Net Credit Losses		Cumulative Loss Rate
	(dollars in thousands)
By year of origination:
Before 1997	$	3,436,439		$	1,593		0.05	%
1997		758,156			2,493		0.33	%
1998		1,134,775			3,885		0.34	%
1999		1,151,421			1,291		0.11	%
2000		742,427			2,285		0.31	%
2001		1,088,078			695		0.06	%
2002		1,103,598			-		0.00	%
2003		899,818			-		0.00	%
2004		623,260			-		0.00	%
2005		741,000			115		0.02	%
2006		746,192			-		0.00	%
2007		558,026			-		0.00	%
2008		326,542			-		0.00	%
Total	$	13,309,732		$	12,357		0.09	%

By geographic region (2):
Northwest	$	2,454,288		$	6,891		0.28	%
Southwest		5,284,702			4,778		0.09	%
Mid-North		2,231,217			57		0.00	%
Mid-South		1,230,910			336		0.03	%
Northeast		1,150,356			66		0.01	%
Southeast		958,259			229		0.02	%
Total	$	13,309,732		$	12,357		0.09	%

By commodity/collateral type:
Crops	$	5,385,928		$	9		0.00	%
Permanent plantings		2,980,749			9,349		0.31	%
Livestock		3,450,213			2,677		0.08	%
Part-time farm/rural housing		936,445			322		0.03	%
Ag storage and processing (including ethanol facilities)		415,840	(3)		-		0.00	%
Other		140,557			-		0.00	%
Total	$	13,309,732		$	12,357		0.09	%

	Percentage Change in MVE from Base Case
Interest Rate	September 30,	December 31,
Scenario	2008	2007

+ 300 bp	-14.9%	-10.6%
+ 200 bp	-8.8%	-6.3%
+ 100 bp	-3.2%	-2.5%
- 100 bp	N/A*	-0.1%
- 200 bp	N/A*	-1.4%
- 300 bp	N/A*	-3.4%

Farmer Mac Purchases, Guarantees and LTSPCs
	Farmer Mac I
	Loans and Guaranteed Securities		LTSPCs (1)		Farmer Mac II		Farmer Mac Guaranteed Securities - Rural Utilities			Total
	(in thousands)
For the quarter ended:
September 30, 2008	$	508,179	$	239,170	$	83,672	$	-		$	831,021
June 30, 2008		53,838		116,472		79,700		1,330,676	(2)		1,580,686
March 31, 2008		37,468		53,281		53,114		-			143,863
December 31, 2007		40,664		265,135		48,294		-			354,093
September 30, 2007		25,545		156,930		49,049		-			231,524
June 30, 2007		1,039,856		152,402		59,149		-			1,251,407
March 31, 2007		21,644		396,322		53,548		-			471,514
December 31, 2006		24,046		318,064		54,136		-			396,246
September 30, 2006		1,018,253		177,885		74,217		-			1,270,355

For the year ended:
December 31, 2007		1,127,709		970,789		210,040		-			2,308,538
December 31, 2006		1,598,673		1,139,699		234,684		-			2,973,056

Outstanding Balance of Farmer Mac Loans, Guarantees and LTSPCs
	Farmer Mac I
	Post-1996 Act
	Loans and Guaranteed Securities		LTSPCs		Pre-1996 Act		Farmer Mac II		Farmer Mac Guaranteed Securities - Rural Utilities		Total
	(in thousands)
As of:
September 30, 2008	$	5,723,175	$	2,264,880	$	1,692	$	995,639	$	824,941	$	9,810,327
June 30, 2008		5,471,897		1,997,172		2,406		960,278		1,330,676		9,762,429
March 31, 2008		5,519,539		1,943,181		2,406		959,444		-		8,424,570
December 31, 2007		5,645,023		1,948,941		3,174		946,617		-		8,543,755
September 30, 2007		5,691,797		1,724,328		3,174		943,183		-		8,362,482
June 30, 2007		5,783,879		1,644,413		3,611		942,443		-		8,374,346
March 31, 2007		4,508,595		1,920,848		3,748		932,056		-		7,365,247
December 31, 2006		4,338,698		1,969,734		5,057		925,799		-		7,239,288
September 30, 2006		4,267,309		1,884,223		5,802		900,835		-		7,058,169

Conversions of LTSPCs to Farmer Mac I Guaranteed Securities
(in thousands)

During the quarter ended:
September 30, 2008	$	-
June 30, 2008		-
March 31, 2008		-
December 31, 2007		-
September 30, 2007		17,189
June 30, 2007		360,777
March 31, 2007		303,766
December 31, 2006		143,582
September 30, 2006		341,164

Outstanding Balance of Loans Held and Loans Underlying On-Balance Sheet Farmer Mac Guaranteed Securities
	Fixed Rate		5-to-10-Year ARMs & Resets		1-Month-to- 3 Year ARMs		Total Held in Portfolio
	(in thousands)
As of:
September 30, 2008	$	1,412,136	$	699,611	$	743,146	$	2,854,893
June 30, 2008		1,974,048		772,859		739,642		3,486,549
March 31, 2008		963,336		748,584		342,496		2,054,416
December 31, 2007		962,320		750,472		352,250		2,065,042
September 30, 2007		932,134		735,704		366,573		2,034,411
June 30, 2007		914,890		752,991		399,147		2,067,028
March 31, 2007		899,628		743,891		417,722		2,061,241
December 31, 2006		891,429		761,754		452,656		2,105,839
September 30, 2006		863,000		744,903		459,604		2,067,507

*	3.1	-	Title VIII of the Farm Credit Act of 1971, as most recently amended by the Food, Conservation and Energy Act of 2008 (Form 10-Q filed August 12, 2008).

*	3.2	-	Amended and Restated By-Laws of the Registrant (Form 10-K filed March 17, 2008).

*	4.1	-	Specimen Certificate for Farmer Mac Class A Voting Common Stock (Form 10-Q filed May 15, 2003).

*	4.2	-	Specimen Certificate for Farmer Mac Class B Voting Common Stock (Form 10-Q filed May 15, 2003).

*	4.3	-	Specimen Certificate for Farmer Mac Class C Non-Voting Common Stock (Form 10-Q filed May 15, 2003).

*	4.4	-	Certificate of Designation of Terms and Conditions of Farmer Mac 6.40 percent Cumulative Preferred Stock, Series A (Form 10-Q filed May 15, 2003).

*	4.5.1	-	Master Terms Agreement for Farmer Mac’s Universal Debt Facility dated as of July 28, 2005 (Previously filed as Exhibit 4.3 to Form 8-A filed August 4, 2005).

*	4.5.2	-	Supplemental Agreement for 4.25 percent Fixed Rate Global Notes Due July 29, 2008 (Previously filed as Exhibit 4.4 to Form 8-A filed August 4, 2005).

**	4.6	-	Amended and Restated Certificate of Designation of Terms and Conditions of Farmer Mac Senior Cumulative Perpetual Preferred Stock, Series B-1.

**	4.7	-	Amended and Restated Certificate of Designation of Terms and Conditions of Farmer Mac Senior Cumulative Perpetual Preferred Stock, Series B-2.

†*	10.1	-	Amended and Restated 1997 Incentive Plan (Form 10-Q filed November 14, 2003).

†*	10.1.1	-	Form of stock option award agreement under 1997 Incentive Plan (Form 10-K filed March 16, 2005).

†*	10.1.2	-	2008 Omnibus Incentive Plan (Form 10-Q filed August 12, 2008).

*	Incorporated by reference to the indicated prior filing.
**	Filed with this report.