0000070502-09-000011 Sample Contracts

FARMER MAC MORTGAGE SECURITIES CORPORATION as Note Purchaser NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION as Borrower FEDERAL AGRICULTURAL MORTGAGE CORPORATION as Guarantor NOTE PURCHASE AGREEMENT Dated as of December 15, 2008
Note Purchase Agreement • January 9th, 2009 • National Rural Utilities Cooperative Finance Corp /Dc/ • Miscellaneous business credit institution • District of Columbia

NOTE PURCHASE AGREEMENT, dated as of December [15], 2008, among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “Purchaser”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“Farmer Mac” or the “Guarantor”); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia (“National Rural”); and Farmer Mac, as Guarantor.

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Pledge Agreement • January 9th, 2009 • National Rural Utilities Cooperative Finance Corp /Dc/ • Miscellaneous business credit institution • New York

FARMER MAC MORTGAGE SECURITIES CORPORATION, As Note Purchaser NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, As Borrower U.S. BANK TRUST NATIONAL ASSOCIATION, As Collateral Agent FEDERAL AGRICULTURAL MORTGAGE CORPORATION, As Guarantor _______________________________ PLEDGE AGREEMENT _______________________________ Dated as of December 15, 2008

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • January 9th, 2009 • National Rural Utilities Cooperative Finance Corp /Dc/ • Miscellaneous business credit institution • New York

AMENDMENT No. 4 (this “Amendment”) dated as of December 9, 2008 to the Revolving Five Year Credit Agreement dated as of March 22, 2006 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (the “Borrower”), the BANKS party thereto (the “Banks”), ABN AMRO BANK, N.V., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, THE BANK OF NOVA SCOTIA, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), as amended by Amendment No. 1 dated as of December 22, 2006, Amendment No. 2 dated as of October 12, 2007 and Amendment No. 3 dated as of January 18, 2008 (collectively, the “Credit Agreement”).

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • January 9th, 2009 • National Rural Utilities Cooperative Finance Corp /Dc/ • Miscellaneous business credit institution • New York

AMENDMENT No. 3 (this “Amendment”) dated as of December 19, 2008 to the Revolving Five Year Credit Agreement dated as of March 16, 2007 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (the “Borrower”), the BANKS party thereto (the “Banks”), ABN AMRO BANK, N.V., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, THE BANK OF NOVA SCOTIA, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), as amended by Amendment No. 1 dated as of January 18, 2008 and Amendment No. 2 dated as of December 9, 2008 (collectively, the “Credit Agreement”).

FOURTH AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • January 9th, 2009 • National Rural Utilities Cooperative Finance Corp /Dc/ • Miscellaneous business credit institution

THIS FOURTH AMENDMENT TO PURCHASE AGREEMENT (the "Amendment") is made as of December 3, 2008, by and between (i) DTC PARTNERS, LLC, a Virginia limited liability company (“Seller”), and (ii) NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative association (“Purchaser”).

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