Exhibit
10.21

     

    AGREEMENT AND GENERAL
RELEASE

     

    AGREEMENT
AND GENERAL RELEASE ("Agreement and Release") made as of this 6th day of
February, 2009, by and between Nancy Corsiglia ("Corsiglia") and the Federal
Agricultural Mortgage Corporation ("Farmer Mac").

     

    WHEREAS,
Corsiglia and Farmer Mac (herein after collectively, the "Parties") desire to
resolve and settle in full any and all claims in respect of her employment with
Farmer Mac, or otherwise, that Corsiglia or Farmer Mac have raised or which they
could have raised prior to the date Corsiglia or Farmer Mac execute this
Agreement and Release or hereafter; and

     

    WHEREAS,
the Parties are entering into this Agreement and Release for the mutual purposes
of avoiding the burdens and expense of litigation and for terminating any and
all relationships between Farmer Mac and Corsiglia;

     

    NOW,
THEREFORE, in exchange for and in consideration of the mutual promises,
warranties and representations under taken herein, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Parties
agree as follows:

     

    1.           Corsiglia's
Employment Agreement with Farmer Mac, dated as of May 11, 1989, as amended from
time-to-time, is hereby amended as set forth in Exhibit A hereto, effective as
of February 1, 2009 (as so amended, the "Employment Contract").  The
provisions of the Employment Contract as hereby amended are incorporated by
reference into this Agreement and Release as if they were set forth herein in
their entirety.

     

    2.           In
full satisfaction of all cash payments owed by Farmer Mac to Corsiglia
hereunder, under the Employment Contract, or in connection with Corsiglia's
employment at Farmer Mac, Farmer Mac shall pay the following
amounts:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (a)           Corsiglia's
current annual base salary through January 31, 2009, less all applicable
withholding taxes and deductions, to be paid by Farmer Mac to Corsiglia pursuant
to Farmer Mac's normal payroll procedures;

     

     (b)           $1,068,520.53
(the "Cash Payment"), to be paid by Farmer Mac within five (5) calendar days
after the Effective Date (as defined in Section 28 below) by delivering to
Corsiglia's attorney, Debra Katz of Katz, Marshall & Banks,
LLP:

     

    (i) a check payable to the order of
Nancy E. Corsiglia in the amount of $958,520.53, less all applicable withholding
taxes and deductions, and shall issue a Form W-2 to Corsiglia in connection with
such payment (unless such payment is returned pursuant to the claw back
provision below); and

     

    (ii) a check payable to the order of
Katz, Marshall & Banks, LLP in the amount of $110,000.00, and shall issue a
Form 1099 to Katz, Marshall & Banks and to Corsiglia in connection with such
payment (unless such payment is returned pursuant to the claw back provision
below).

     

    If, on or
before the date that Farmer Mac files its Annual Report on Form 10-K for the
year ended December 31, 2008, Farmer Mac has determined that Farmer Mac is not
in compliance with either its minimum capital requirement or risk-based capital
requirement as set forth in the Agricultural Credit Act of 1987 (12 U.S.C. §§
2279aa et seq.), as amended, as of December 31, 2008, Farmer Mac shall provide
notice thereof to Corsiglia.  Within ten (10) calendar days after
receipt of such notice, Corsiglia shall pay to Farmer Mac, in cash or
immediately available funds, an amount equal to the Cash Payment and Corsiglia
shall forfeit all rights to the Cash Payment.


    
      
         


      

      
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    If
Corsiglia returns to Farmer Mac an amount equal to the Cash Payment as provided
in the preceding paragraph, Corsiglia may, in her sole discretion, upon written
notice to Farmer Mac, rescind this entire Agreement and Release, rendering it
void and without effect ab initio.  Should Corsiglia exercise this
right of rescission, Farmer Mac agrees not to assert in any legal proceeding
hereafter commenced by or on behalf of Corsiglia the running of the statute of
limitations or any other time-related defense with respect to the period from
the date of Corsiglia’s execution of this Agreement and Release through and
including the date Corsiglia exercises this right of rescission, and Farmer Mac
further agrees that, for purposes of claim accrual only, Farmer Mac will not
assert that Corsiglia’s employment was terminated any earlier than the date of
rescission, nor will it offer this Agreement in evidence or reference its terms
for any purpose in subsequent legal proceedings.

     

    Corsiglia
acknowledges and agrees that she is not entitled to any payment from Farmer Mac
in excess of the Cash Payment.  Nothing contained herein shall affect
Corsiglia's vested account in the Farmer Mac Money Purchase Plan or the Farmer
Mac 401(k) Plan.

     

    3.           Farmer
Mac also agrees to pay the cost of an outplacement service of Corsiglia's
choosing, up to a maximum of $6,000, to be paid directly to such service within
ten (10) business days of request by Corsiglia; and to pay the full cost of all
mediation services provided by JAMS in this matter, to be paid directly to
JAMS.

     

    4.           Corsiglia
acknowledges that, as of the date of her execution of this Agreement and
Release, Corsiglia has sustained no injury or illness related in any way to
Corsiglia's employment with Farmer Mac for which a workers compensation claim
has not already been filed.


    
      
         


      

      
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    5.           Upon
execution of this Agreement and Release, Corsiglia expressly agrees that she
will not act on behalf of Farmer Mac or hold herself out as authorized to
conduct business on behalf of Farmer Mac or its affiliates or their
employees.

     

    6.           Corsiglia
represents and warrants that she has returned to Farmer Mac all of Farmer Mac's
physical or intellectual property known by Corsiglia to be in her possession or
under her control, including, without limitation, any physical or electronic
documents, memoranda, files, faxes, equipment, books, notes and the like and any
and all copies thereof, and any company identification cards, credit cards,
keys, card keys, computers, cell phones or the like, to the extent located after
a good faith, diligent search.  Corsiglia represents and warrants that
she has made a good faith, diligent search for any such items and agrees that,
should Corsiglia locate such items in the future, she will promptly return them
to Farmer Mac.

     

    7.         (a)             Effective
as of the Effective Date, Corsiglia shall remit and relinquish to Farmer Mac all
interests and rights in and under the following options to purchase shares of
Farmer Mac Class C Non-Voting Common Stock and stock appreciation rights granted
to Corsiglia with respect to shares of Farmer Mac Class C Non-Voting Common
Stock (collectively, the "Cancelled Options") and shall have no further rights
with respect thereto:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Number of Options

                            	 	
                              Grant Date

                            	 	
                              Exercise Price

                            	 
	 
      	 	 
      	 	 	 
	
                              57,055
      (38,036 vested and 19,019 unvested)

                            	 	
                              June
      1, 2006

                            	 	$	26.36	 
	 
      	 	 
      	 	 	 	 
	
                              69,661
      (23,220 vested and 46,441 unvested)

                            	 	
                              June
      7, 2007

                            	 	$	29.33	 
	 
      	 	 
      	 	 	 	 
	
                              48,305
      (all unvested)

                            	 	
                              June
      5, 2008

                            	 	$	28.94	 


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    The
Cancelled Options automatically shall be cancelled effective as of the Effective
Date without any further action by any party.  Corsiglia acknowledges
and agrees that, upon cancellation of the Cancelled Options, Corsiglia will not
possess, nor will Corsiglia be entitled to, any unvested stock options or stock
appreciation rights for equity of Farmer Mac.

     

    (b)         Corsiglia
acknowledges and agrees that:

     

    (i)             all
of Corsiglia's other outstanding stock options to purchase shares of Farmer Mac
Class C Non-Voting Common Stock and stock appreciation rights granted to
Corsiglia with respect to shares of Farmer Mac Class C Non-Voting Common Stock
(collectively, the "Remaining Options") are as set forth in the table
below;

     

    (ii)             all
of the Remaining Options are currently vested and exercisable;

     

    (iii)             all
of the Remaining Options expire in accordance with the terms of the related
option grants or stock appreciation right grant and the Employment Contract at
the close of the New York Stock Exchange on February 28, 2011 (or on the tenth
anniversary of the grant date of the applicable Remaining Options, if earlier);
and

     

    (iv)             as
of the Effective Date, Corsiglia will not possess, nor will Corsiglia be
entitled to, any stock options or stock appreciation rights for equity of Farmer
Mac other than the Remaining Options.

     

    
      
        
          
            
              
                	
                        Number of Remaining

                        Options

                      	 	
                        Grant Date

                      	 	
                        Exercise Price

                      	 
	 
      	 	 
      	 	 	 
	
                        33,378

                      	 	
                        June
      3, 1999

                      	 	$	22.08	 
	 
      	 	 
      	 	 	 	 
	
                        40,220

                      	 	
                        June
      7, 2001

                      	 	$	31.24	 
	 
      	 	 
      	 	 	 	 
	
                        35,769

                      	 	
                        June
      6, 2002

                      	 	$	29.10	 
	 
      	 	 
      	 	 	 	 
	
                        50,356

                      	 	
                        June
      5, 2003

                      	 	$	22.40	 
	 
      	 	 
      	 	 	 	 
	
                        22,505

                      	 	
                        August
      11, 2004

                      	 	$	19.86	 
	 
      	 	 
      	 	 	 	 
	
                        71,529

                      	 	
                        June
      16, 2005

                      	 	$	20.61	 


              

            

          

        

      

    

     

    
      
         


      

      
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    (c)           After
the Effective Date, as a consequence of this Agreement, Corsiglia shall not be
entitled to receive any other shares, options, grants, or other awards, and
shall have no rights with respect to any equity awards other than the Remaining
Options as specified in this Section 7.  Nothing contained herein
shall affect Corsiglia's vested account in the Farmer Mac Money Purchase Plan;
no additional contributions with respect to the plan year beginning January 1,
2008 shall be owed or made by Farmer Mac, and no contributions with respect to
any plan year beginning after January 1, 2008 shall be owed or made by
Farmer Mac to the Farmer Mac Money Purchase Plan on Corsiglia's
behalf.

     

    8.         Corsiglia
agrees and acknowledges that the payments and benefits provided to her by Farmer
Mac pursuant to this Agreement and Release are adequate consideration for the
release and her other promises herein and that she is entitled to no other
payment, benefit or other thing of value under any policy, plan or procedure of
Farmer Mac or under any prior agreement or contract (whether written or oral)
between Corsiglia and Farmer Mac or its affiliates or their employees, except,
as set forth in Section 9, this section is not meant to limit Corsiglia’s right
to recover for any alleged breaches of this Agreement and Release or Corsiglia’s
right to indemnity for any action, suit or proceeding to which Corsiglia might
be entitled, if at all, under Farmer Mac’s by-laws or applicable
law.


    
      
         


      

      
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    9.          For
and in consideration of the payments to be made and for other valuable
consideration to be provided to Corsiglia pursuant to this Agreement and
Release, Corsiglia for herself, her family members, her heirs, executors,
administrators, trustees, legal representatives, successors and assigns
(hereinafter, collectively referred to as "Corsiglia Releasors"), hereby forever
releases and discharges Farmer Mac and any of its past, present or future parent
entities, partners, subsidiaries, affiliates, divisions, business units,
employee benefit and/or pension plans or funds, successors and assigns or each
and all of its or their past and present or future directors, officers,
attorneys, agents, trustees, administrators, employees, insurers, reinsurers,
successors, or assigns (whether acting as agents for Farmer Mac or in their
individual capacities) (hereinafter collectively referred to as "Farmer Mac
Releasees"), from any and all claims, demands, causes of action, debt or
liabilities of any kind (upon any legal or equitable theory, whether
contractual, common-law, statutory, federal, state, local, or otherwise),
whether known or unknown, asserted or unasserted, which Corsiglia Releasors ever
had, now have, or may hereafter have, against Farmer Mac Releasees arising by
reason of any act, omission, transaction, practice, plan, policy, procedure,
conduct, occurrence or other matter, from the beginning of time up to and
including the date of Corsiglia's execution of this Agreement and Release.
Without limiting the generality of the foregoing, Corsiglia Releasors hereby
release and discharge Farmer Mac Releasees from:

     

    
      	
               
      

            	
              i.

            	
              any
      and all claims relating to Corsiglia's employment with Farmer Mac, the
      terms and conditions of such employment and the termination of such
      employment;

            


    

     

    
      	
               
      

            	
              ii.

            	
              any
      and all claims of employment discrimination, harassment and/or retaliation
      under any federal, state or local statute or ordinance, including without
      limitation, any and all claims under the Sarbanes-Oxley Act of 2002,
      including, but not limited to, the whistle blowing and retaliation
      provisions of that Act; Title VII of the Civil Rights Act of 1964; the
      Older Worker Benefit Protection Act; the Age Discrimination in Employment
      Act; the Family and Medical Leave Act; the Americans with Disabilities
      Act; 42 U.S.C. § 1981; the Employee Retirement Income Security Act of 1974
      (excluding claims for accrued, vested benefits, if any, under any employee
      benefit or pension plan of Farmer Mac subject to the terms and conditions
      of such plan and applicable law); the District of Columbia Human Rights
      Act of 1977; and the District of Columbia Family and Medical Leave Act of
      1990 (each as amended);

            


    


    
      
         


      

      
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              iii.

            	
              any
      and all claims for tortious conduct, including but not limited to,
      slander, defamation, libel, interference with business relationships, or
      other tortious or negligent conduct, emotional distress or compensatory or
      punitive damages;

            


    

     

    
      	
               
      

            	
              iv.

            	
              any
      and all claims for wrongful discharge and/or breach of employment contract
      or promise, detrimental reliance or promissory
  estoppel;

            


    

     

    
      	
               
      

            	
              v.

            	
              any
      and all claims relating to compensation or benefits, including, but not
      limited to, claims concerning salary or any other compensation plan or
      program; and

            


    

     

    
      	
               
      

            	
              vi.

            	
              any
      and all claims for attorneys' fees, costs, expenses, disbursements and/or
      the like;

            


    

     

    which
Corsiglia Releasors may have at any time up to the execution of this Agreement
and Release. This release shall not pertain to any alleged breaches of this
Agreement and Release, nor shall it pertain to any right to indemnity for any
action, suit, claim, or proceeding to which Corsiglia might be entitled, if at
all, under Farmer Mac's by-laws or applicable law.

     

    10.           For
and in consideration of the release provided herein and for other valuable
consideration to be provided to Farmer Mac pursuant to this Agreement and
Release, Farmer Mac on behalf of itself and any of its past, present or future
parent entities, partners, subsidiaries, affiliates, divisions, business units,
employee benefit and/or pension plans or funds, successors and assigns or each
and all of its or their past and present or future directors, officers,
attorneys, agents, trustees, administrators, employees, insurers, reinsurers,
successors, or assigns (to the extent acting as agents for Farmer Mac)
(hereinafter, collectively referred to as "Farmer Mac Releasors"), hereby
forever releases and discharges Corsiglia, her family members, her heirs,
executors, administrators, trustees, legal representatives, successors and
assigns (hereinafter, collectively referred to as "Corsiglia Releasees") from
any and all claims, demands, causes of action, debt or liabilities of any kind
(upon any legal or equitable theory, whether contractual, common-law, statutory,
federal, state, local, or otherwise), whether known or unknown, asserted or
unasserted, which Farmer Mac Releasors ever had, now have, or may hereafter
have, against Corsiglia Releasees arising by reason of any act, omission,
transaction, practice, plan, policy, procedure, conduct, occurrence or other
matter, from the beginning of time up to and including the date of Farmer Mac's
execution of this Agreement and Release.  Without limiting the
generality of the foregoing, Farmer Mac Releasors hereby release and discharge
Corsiglia Releasees from:


    
      
         


      

      
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              i.

            	
              any
      and all claims relating to Corsiglia's employment with Farmer Mac, the
      terms and conditions of such employment and the termination of such
      employment;

            


    

     

    
      	
               
      

            	
              ii.

            	
              any
      and all claims for tortious conduct, including but not limited to,
      slander, defamation, libel, interference with business relationships, or
      other tortious or negligent conduct, emotional distress or compensatory or
      punitive damages;

            


    

     

    
      	
               
      

            	
              iv.

            	
              any
      and all claims for wrongful discharge and/or breach of employment contract
      or promise, detrimental reliance or promissory estoppel;
    and

            


    

     

    
      	
               
      

            	
              vi.

            	
              any
      and all claims for attorneys' fees, costs, expenses, disbursements and/or
      the like;

            


    

     

    which
Farmer Mac Releasors may have at any time up to the execution of this Agreement
and Release, except for any claims of fraudulent conduct or criminal
activity.  This release shall not pertain to any alleged breaches of
this Agreement and Release.


    
      
         


      

      
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    11.         Corsiglia
and Farmer Mac each represents and warrants that as of the date she or it
executes this Agreement and Release neither she, nor anyone acting on her
behalf, on the one hand, and neither it, nor anyone acting on its behalf, on the
other hand, has made or filed, commenced, maintained, prosecuted or participated
in any action, suit, charge, grievance, complaint or proceeding of any kind
against Farmer Mac or any other Farmer Mac Releasee, on the one hand, or against
Corsiglia or any other Corsiglia Releasee, on the other hand, with any federal,
state or local court, agency or investigative body.  To the maximum
extent permitted by law, Corsiglia and Farmer Mac agree not to do so in the
future for any claim or right waived in this Agreement and
Release.  Corsiglia and Farmer Mac further agree that neither she nor
it will encourage or assist any person with any action, suit, charge, grievance,
complaint or proceeding against Farmer Mac or any other Farmer Mac Releasee, on
the one hand, or against Corsiglia or any other Corsiglia Releasee, on the other
hand, except as required by law.  Nothing herein shall be deemed to
interfere with Corsiglia's or Farmer Mac's right to file a complaint or charge
with a governmental agency or to provide truthful information to governmental
authorities or in response to a subpoena or other legal process.  Each
of Corsiglia and Farmer Mac acknowledges and agrees, however, that by virtue of
this Agreement and Release, she and it have waived all relief available to
Corsiglia Releasors and Farmer Mac Releasors, respectively (including without
limitation, monetary damages, attorney's fees, equitable relief and
reinstatement) under any of the claims and/or causes of action waived in
Sections 9 and 10, above. Corsiglia and Farmer Mac therefore agree, to the
maximum extent permitted by law, that neither she nor it will seek or accept any
award or settlement from any source or proceeding with respect to any claim or
right waived in this Agreement and Release.

     

    12.         The
making of this Agreement and Release is not intended to be, and shall not be
construed as, an admission that any of the Parties hereto or other Releasees
violated any federal, state or local law (statutory or decisional), ordinance or
regulation, or committed any wrong whatsoever.


    
      
         


      

      
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    13.          Corsiglia
agrees that she is not eligible for rehire or re-employment with Farmer Mac
after November 30, 2010 and waives any right to all such rehire or
re-employment.  Corsiglia further agrees she shall not seek or make
application for employment or retention at any time in the future, including,
but not limited to, employment on an independent contractor basis (either
through an entity of which she is a principal, or by performing work personally)
with Farmer Mac or any other Releasees.  Corsiglia agrees that the
execution of this Agreement and Release is good and sufficient cause to reject
any such application or to terminate her employment if she obtains such future
employment and that such rejection or termination is not and will not be
considered by her to be retaliatory.

     

    14.         Corsiglia
agrees that she (or anyone acting on her behalf) will not make any statements,
orally or in writing, to any person, firm or entity that shall intentionally
disparage Farmer Mac or any of the Releasees or take any actions which in any
way disparage or harm the reputation or goodwill of Farmer Mac or any of the
Releasees.  This provision shall not apply to any truthful information
provided by Corsiglia to governmental authorities or in response to a subpoena
or other legal process.  Corsiglia represents and warrants that she
has disclosed to Farmer Mac any and all facts and circumstances that may, in
Corsiglia's reasonable opinion, constitute violations of law or regulation
relating in any way to the business of Farmer Mac or committed by Farmer Mac
directors, officers or employees and any and all violations of Farmer Mac
policies of which she has knowledge.  Corsiglia further represents and
warrants that she has not violated any law, regulation or Farmer Mac policy
relating to insider trading with respect to Farmer Mac's
securities.  Farmer Mac agrees to provide Corsiglia with a letter of
reference as set forth in Exhibit B hereto and to instruct its officers and
directors not to disparage Corsiglia in response to any requests for references
by prospective employers.


    
      
         


      

      
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    15.          Corsiglia
agrees that, in the event she is served with a subpoena or other legal process
purporting to require disclosure (in a deposition, court proceeding,
arbitration, agency proceeding or otherwise) which in any way relates to her
employment at Farmer Mac and/or the Farmer Mac Releasees or to any of the claims
released herein, and Farmer Mac is not independently provided with prompt
written notice, she will give prompt written notice, by fax or overnight mail,
to Jerome Oslick, General Counsel, Farmer Mac, at Farmer Mac's principal office.
Unless otherwise required by law or court order, Corsiglia will not testify or
make any disclosure until Farmer Mac and/or the Farmer Mac Releasees have had a
reasonable opportunity to contest the right of the requesting person or entity
to such disclosure. Additionally, Corsiglia agrees not to object to the presence
of a representative of Farmer Mac at any deposition or in any other forum that
is not open to the public, and will use her best efforts to obtain approval from
others to enable the presence of Farmer Mac if and to the extent approval is
required.

     

    16.          Corsiglia
agrees to provide such assistance as Farmer Mac may reasonably request with
respect to business and litigation matters relating to Corsiglia’s work for
Farmer Mac, provided that assistance with respect to business matters unrelated
to litigation shall not exceed 10 hours in any calendar year.

     

    17.          If
any provision of this Agreement and Release shall be held to be illegal, void or
unenforceable by a court of competent jurisdiction, such provision shall be of
no force and effect, the parties shall renegotiate the invalidated provision in
good faith to accomplish its objective to the maximum extent permitted by law,
and the remainder of this Agreement and Release shall continue in full force and
effect.

     

    18.         To
the extent consistent with applicable law, the Parties agree that this Agreement
and Release may be used as evidence by them only in a subsequent proceeding in
which any of the Parties alleges a breach of this Agreement and Release or in
which Farmer Mac or Corsiglia is relying upon this Agreement and Release in
support of an affirmative defense.


    
      
         


      

      
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    19.         Corsiglia
and Farmer Mac agree that no fact, evidence, event or transaction currently
unknown to her or it but which may hereafter become known to her or it shall
affect in any manner the final and unconditional nature of the releases stated
above.

     

    20.         Each of Corsiglia and Farmer Mac
represents and warrants that she or it has not assigned to any person or entity
any claims that she or it had, has or may have against Farmer Mac or Corsiglia,
including, but not limited to, all claims, demands, causes of action, fees and
liabilities for damages of any kind or damages for injury of any kind that were
or could have been raised by Corsiglia or Farmer Mac as of the date she or it
executes this Agreement and Release.

     

    21.         Each
Party represents and warrants that she or it has not relied on any
representations made by another Party in connection with entering into this
Agreement and Release other than those explicitly stated herein.

     

    22.         The
waiver by any Party of a breach of any provision hereof shall not operate or be
construed as a waiver of any other breach by any other Party.

     

    23.         This
Agreement and Release constitutes the complete understanding between the
Parties, may not be changed orally and supersedes any and all prior agreements
between the Parties. No other agreement shall be binding unless in writing and
signed by the Parties after the execution of this Agreement and
Release.

     

    24.         This
Agreement and Release is binding upon, and shall inure to the benefit of, the
Parties and their respective heirs, executors, administrators, successors and
assigns.

     

    25.         This
Agreement and Release may be executed in several counterparts, each of which
shall be deemed an original.


    
      
         


      

      
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    26.         Should
any provision of this Agreement and Release require interpretation or
construction, it is agreed by the Parties that, since both Parties have
participated in the drafting of this Agreement and Release, the entity
interpreting or constructing this Agreement and Release shall not apply a
presumption against one party by reason of the rule of construction that a
document is to be construed more strictly against the party who prepared the
document.

     

    27.         Corsiglia
acknowledges that she: (a) has carefully read this Agreement and Release in its
entirety; (b) has had the opportunity to consider the terms of this Agreement
and Release for at least twenty-one (21) days; (c) is hereby advised by Farmer
Mac in writing to consult with an attorney of her choice in connection with this
Agreement and Release and has done so; (d) fully understands the significance of
all the terms and conditions of this Agreement and Release and has discussed
them with an attorney of her choice; and (e) is signing this Agreement and
Release voluntarily and of her own free will and agrees to abide by all the
terms and conditions contained herein.

     

    28.         After
signing this Agreement and Release, Corsiglia shall have seven (7) days (the
"Revocation Period") to revoke her decision by indicating her desire to do so in
writing to Jerome Oslick, General Counsel, Farmer Mac, at Farmer Mac's principal
office, by no later than the last day of the Revocation Period.  If
the last day of the Revocation Period falls on a Saturday, Sunday or holiday,
the last day of the Revocation Period will be deemed to be the next business
day. This Agreement and Release shall not become effective until the later of
the following dates (the "Effective Date"): (i) receipt by Jerome Oslick of this
Agreement and Release executed by Corsiglia; or (ii) eight days following the
signing of this Agreement and Release by Corsiglia.  In the event that
Corsiglia revokes this Agreement and Release prior to the eighth (8th) day after
its execution, this Agreement and Release and the promises contained in it,
shall automatically be null and void.


    
      
         


      

      
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    WHEREFORE, the Parties hereto have
caused this Agreement and Release to be executed as of the first day and date
written above.

     

    
      
        
          
            
              	
                      /s/ Nancy E. Corsiglia

                    	 	 
      	
                      Date: 

                    	
                      2/7/09

                    
	
                      NANCY
      CORSIGLIA

                    	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	
                      /s/ Michael A. Gerber

                    	 	 
      	
                      Date:

                    	
                      2/6/2009

                    
	
                      FEDERAL AGRICULTURAL MORTGAGE CORPORATION

                    	 	  	 
      	 
      


            

          

        

      

    


    
      
         


      

      
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    Exhibit
A

     

    AMENDMENT
TO EMPLOYMENT CONTRACT

     

    The
following sections of the Employment Contract are deleted and replaced in their
entirety with the following new sections, effective as of 11:59 p.m. on January
31, 2009.  All capitalized terms in this Amendment to Employment
Contract not otherwise defined below shall have the definitions given to them in
the Employment Contract.  Except as modified hereby, the Employment
Contract continues in full force and effect through the end of the Term (as
defined in the Employment Contract, as modified hereby), except that Section 13
of the Employment Contract shall survive termination of the Employment Contract
and Corsiglia's employment by Farmer Mac.

     

    1.           Term.  The
Term of Employee's employment with Farmer Mac shall continue until 11:59 p.m. on
November 30, 2010 (the "Term").

     

    2.           Scope of Authority
and Employment. Effective
as of October 1, 2008, Employee shall no longer have any title, position or
responsibilities Employee previously held or performed
hereunder.  During the Term, as and only to the extent reasonably
requested by the President, Employee shall advise the President, or such other
Farmer Mac official or agent as designated by the President.

     

    3.           Compensation. From February 1, 2009
through November 30, 2010, Employee will be paid a base salary (the "Base
Salary") of One Hundred Twenty Dollars ($120.00) annually, payable in advance on
or before January 31, 2009.

     

    4.           Expenses.  Employee
shall not be authorized to incur any expenses on behalf of Farmer Mac without
express written authorization in advance, nor shall Employee be entitled to
reimbursement of any expenses without such express advance written
authorization.

     

    5.           Vacation and Sick
Leave. Employee shall not be entitled to any vacation or sick leave
hereunder, and no accrued and unused vacation or sick leave shall remain
available after November 30, 2008.

     

    6.           Employee
Benefits.  Employee will be entitled to no benefits except
COBRA continuation coverage at Employee's own expense.  Farmer Mac
will facilitate the transfer of Corsiglia's current life and disability
insurance coverage at Corsiglia’s expense if permitted by applicable plan
terms.

     

    7.           Relocation
Expenses.  This paragraph is deleted.

     

    8.           Termination.  Employee's
employment will automatically terminate effective 11:59 p.m. on November 30,
2010.

     

    9.           Pari Passu.  This
paragraph is deleted.

     

    12.           Agreement Not to Compete with Farmer
Mac.  This paragraph is deleted.

     

    14.           Agreement Not to Solicit Farmer Mac
Employees.  This paragraph is deleted.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
B

     

    February
__, 2009

     

    


     

    To Whom
It May Concern:

     

    The
Federal Agricultural Mortgage Corporation ("Farmer Mac"), is a
stockholder-owned, government sponsored enterprise ("GSE") created by Congress
to improve the availability of long-term credit for America's farmers, ranchers,
rural homeowners, businesses and communities.  Farmer Mac accomplishes
this public policy mission by providing a secondary market for qualified
agricultural mortgage loans, rural housing mortgage loans, rural utilities loans
(to cooperative borrowers made by cooperative lenders) and the guaranteed
portions of agricultural and rural development loans guaranteed by the U.S.
Department of Agriculture. Farmer Mac was created by the Agricultural Credit Act
of 1987.

     

    Nancy E.
Corsiglia joined Farmer Mac in December 1989, shortly after the company's
creation.  Ms. Corsiglia initially served as Treasurer and Vice
President, Business Development.   Three and a half years later,
on May 13, 1993, she was promoted to Chief Financial Officer.  On June
1, 2000, she also assumed the title of Vice President, Finance, and on June 7,
2007, she was appointed Executive Vice President.  Ms. Corsiglia
served as Executive Vice President, Chief Financial Officer and Treasurer until
October 1, 2008.

     

    As
Executive Vice President, Chief Financial Officer, and Treasurer, Ms. Corsiglia
was responsible for the treasury and financial activities of Farmer
Mac.  During Ms. Corsiglia's tenure as a corporate officer from 1989
through 2008, Farmer Mac grew from an emerging organization with six employees
to its current size of over 40 employees and a loan portfolio of approximately
$10 billion as of September 30, 2008.

     

    Thank
you.

    


    
      
        
          
            	 	
                    Sincerely,

                  
	 	 
      
	 	
                    Michael
      A. Gerber

                  
	 	
                    Acting
      President and Chief Executive
Officer