ex10_410.htm


    
      

    

    Exhibit
      10.4.10

    


    AMENDMENT
      NO. 10 TO EMPLOYMENT CONTRACT

    


    AGREED,
      as of the 7th day of June 2007,
      between the Federal Agricultural Mortgage Corporation (FAMC) and Tom D. Stenson
      (you), that the existing employment contract between the parties hereto, dated
      as of September 1, 1997, as amended through Amendment No. 9 to Employment
      Contract dated as of June 1, 2006 (collectively, the Agreement), be and hereby
      is amended as follows:

    


    Sections
      1, 2, 3 (a), and 7 (a) (3) of
      the Agreement are replaced in their entirety with the following new
      sections:

    


    1.                  Term.  The
      Term of this Agreement shall continue until July 1, 2011 or any earlier
      effective date of termination pursuant to Paragraph 7 hereof (the
“Term”).

    


    2.                  Scope
      of Authority and Employment.  You will report directly to the
      President of Farmer Mac.  You will have responsibility for the
      operational and business development activities of Farmer Mac under business
      plans submitted by management to, and approved by, the Board of Directors of
      Farmer Mac.  You shall be an officer of Farmer Mac, with the title of
      Executive Vice President – Chief Operating Officer.

    


    You
      will devote your best efforts and
      substantially all your time and endeavor to your duties hereunder, and you
      will
      not engage in any other gainful occupation without the prior written consent
      of
      Farmer Mac; provided, however, that this provision will not be
      construed to prevent you from personally, and for your own account or that
      of
      members of your immediate family, investing or trading in real estate, stocks,
      bonds, securities, commodities, or other forms of investment, so long as such
      investing or trading is not in conflict with the best interests of Farmer
      Mac.  You will be employed to perform your duties at the principal
      office of Farmer Mac.  Notwithstanding this, it is expected that you
      will be required to travel a reasonable amount of time in the performance of
      your duties under this Agreement.

    


    3
      (a).            Base
      Salary.  As of July 1, 2007, you will be paid a base salary
      (the Base Salary) during the Term of Three Hundred Twenty-One Thousand Seven
      Hundred Two Dollars ($321,702) per year, payable in arrears on a bi-weekly
      basis.

    


    7
      (a)
      (3).       Farmer Mac may terminate your
      employment without “cause” at any time.   Such termination shall
      become effective on the earlier of July 1, 2011, or two years from the date
      of
      notice of such termination.

    


    As
      amended hereby, the Agreement
      remains in full force and effect.

     

    
      
        	
                Federal
                  Agricultural Mortgage Corporation

              	 	
                Employee

              
	 	 	 	 
	
                By:

              	
                /s/
                  Henry D. Edelman

              	 	
                
                  /s/
                    Tom Stenson

                

              
	 	
                President