Rural Telephone Bank

Minutes of the 155th Board Meeting

**November 3, 2005**

[Time and Place of Meeting]{.underline}

The 155th meeting of the Board of Directors (Board) of the Rural
Telephone Bank (Bank) was held November 3, 2005, in Conference Room
104-A, U.S. Department of Agriculture, Washington, D.C., pursuant to a
notice published in the [Federal Register]{.underline} on October 25,
2005. Chairman Thomas Dorr called the meeting to order immediately
following the Shareholder's meeting at approximately 9:30 a.m.

[Attendants]{.underline}

Directors present were: Thomas Dorr, Gilbert Gonzalez, James House, Tim
Ryan, Curtis Sampson, Michael Jensen, David Crothers, Larry Sevier, and
Kent Rodgers.

Directors absent were: Christine Olsen, Clay Davis, Roberto Salazar and
John McAllister.

Among others present were Acting Governor and Deputy Governor Curtis
Anderson, Acting Assistant Governor and Assistant Secretary Jonathan
Claffey and Assistant Treasurer Kenneth Ackerman as well as Terence
Brady, Georgann Gutteridge, and David Grahn from the Office of the
General Counsel.

[Action on the Minutes]{.underline}

On motion duly made and seconded, the minutes of the August 4, 2005,
board meeting were adopted.

[Secretary\'s Report]{.underline}

As the report was addressed in the Shareholder's meeting immediately
preceding, no report was necessary.

# Treasurer\'s Report

As the report was addressed in the Shareholder's meeting immediately
preceding, no report was necessary.

[Status Report on liquidation of the Bank]{.underline}

As the report was addressed in the Shareholder's meeting immediately
preceding, no report was necessary.

[Consideration of Resolution to address allocation of restricted
capital]{.underline}

On motion duly made and seconded, the following resolution was passed:

**[Resolution No. 2005-9]{.underline}**

Whereas, the Rural Telephone Bank ("Bank") is in the process of
liquidation and dissolution;

Whereas, in accordance with the plan of liquidation and dissolution the
Bank is conducting no further business other than what is necessary to
wind up its affairs; and

Whereas, the Bank is no longer conducting business which would result in
losses due to interest rate fluctuation;

THEREFORE, IT IS RESOLVED:

> That the reserve account for losses due to interest rate fluctuation
> not be funded during the process to liquidate and dissolve the Bank.

[Consideration of Resolution to reduce the FY 2005 class C stock
dividend due to statutory restrictions]{.underline}

On motion duly made and seconded, the following resolution was passed:

Resolution No. 2005-10

WHEREAS, it is the responsibility of the Board of Directors to annually
review and declare the Class C stock dividend;

WHEREAS, on August 4, 2005, the Board approved Resolution No. 2005-7,
setting the Class C stock dividend rate for fiscal year 2005 at 6.00
percent; and

WHEREAS, the dividend by law (Sec. 406(e) of the RE Act) may not exceed
the average interest rate on the Rural Telephone Bank debt due to
Treasury which was 6.07 percent at the time that the Board passed
Resolution No. 2005-7 but as of the end of fiscal year 2005, had dropped
to 5.74 percent;

NOW, THEREFORE BE IT RESOLVED, That a revised 5.74 percent annual
dividend rate be declared on the Class C stock of the Rural Telephone
Bank payable December 2005 to the Class C stockholders of record during
fiscal year 2005 on the basis of one-twelfth of the annual dividend for
each full month, or portion of a month, the stock was held during fiscal
year 2005.

[Establishment of dates for 2006 meetings]{.underline}

The following dates were established for the 2006 staff briefings and
board meetings:

February 22-23; May 10-11;August 9-10; and November 8-9

[Adjournment]{.underline}

Whereupon motion to adjourn was made, and the meeting was adjourned at
9:45 a.m.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Secretary