Exhibit
4.7

    


    FEDERAL
AGRICULTURAL MORTGAGE CORPORATION

     

    CERTIFICATE
OF DESIGNATION OF TERMS AND CONDITIONS

     

    of

     

    NON-VOTING
CUMULATIVE PREFERRED STOCK, SERIES C

     

    (par
value $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 December 11, 2008, which resolutions are now,
and at all times since such date have been, in full force and effect, and that
the Acting President and Chief Financial Officer 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
Non-Voting Cumulative Preferred Stock, Series C, 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 “Non-Voting Cumulative Preferred Stock, Series C,” shall
have a par value of $1,000 per share (the “Par Value”) and a
liquidation preference per share equal to the Par Value (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 up to
75,000 shares.  The Preferred Stock shall, with respect to
dividend distributions and distributions upon a 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,
(ii) the Class B Voting Common Stock, par value $1.00 per share, of
the Corporation, (iii) the Class C Non-Voting Common Stock, par value
$1.00 per share, of the Corporation and (iv) any common stock of the Corporation
that may be issued after the date of this Certificate (the securities referred
to in sub-clauses (i) through (iv), collectively, the “Junior Stock”) and
(b) junior to (i) the Senior Cumulative Perpetual Preferred Stock, Series
B-1, par value $1,000 per share (the “Series B-1 Preferred
Stock”), of the Corporation, (ii) the Senior Cumulative Perpetual
Preferred Stock, Series B-2, par value $1,000 per share, of the Corporation and
(iii) the Senior Cumulative Perpetual Preferred Stock, Series B-3, par value
$1,000 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) 5% of the then-applicable Liquidation Preference per share of Preferred
Stock, from the period commencing on the applicable Issue Date and ending on the
December 31st following the fifth anniversary of the applicable Issue Date,
(ii) 7% of the then-applicable Liquidation Preference per share of
Preferred Stock from and after the period commencing on the January 1st
following the fifth anniversary of the applicable Issue Date and ending on the
December 31st following the tenth anniversary of the applicable Issue Date,
and (iii) 9% of the then-applicable Liquidation Preference per share of
Preferred Stock from and after the period commencing on the January 1st
following the tenth anniversary of the applicable Issue Date and so long as the
Preferred Stock remains outstanding.  Dividends on the Preferred Stock
shall accrue and cumulate from and including the applicable 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 the first
Dividend Payment Date following the applicable Issue Date.  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 applicable 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 series or
class of 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.


    
      
         


      

      
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    (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 Junior 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)           Subject
to receipt of the prior written approval of the Farm Credit Administration, if
required, and the consent of at least two-thirds of the then-outstanding shares
of the Series B-1 Preferred Stock, if any, on the first anniversary of the
applicable Issue Date and on each subsequent Dividend Payment Date (each such
date, a “Redemption
Date”), the Corporation shall, in its sole discretion, be entitled to
redeem some or all of the issued and outstanding shares of Preferred Stock at a
price per share equal to the then-applicable Liquidation Preference on the
Redemption Date (the “Redemption Amount”)
on the Redemption Date.

     

    (b)           In
the event that the Corporation elects to redeem some or all issued and
outstanding shares of Preferred Stock on any Redemption Date, not less than 30
days prior to the Redemption Date pursuant to Section 3(a)
hereof, the Corporation shall send a written notice (the “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 Redemption Date,
(ii) the Redemption Amount that will be payable with respect to the shares
of Preferred Stock on the Redemption Date and (iii) the place at which such
holder’s certificate(s) representing shares of Preferred Stock must be presented
for cancellation upon such redemption.

     

    (c)           On
or prior to the Redemption Date, the Corporation shall deposit cash 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 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.


    
      
         


      

      
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    (d)           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.

     

    (e)           The
Corporation may not, whether by any amendment of 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.

     

    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.

     

    (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) and after all payments and distributions have been made to holders of
securities of the Corporation that rank senior to the Preferred Stock, 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 Preference 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.

     

    (b)     
     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.


    
      
         


      

      
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    6.            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.  Any such class or series of stock may
rank senior to, on a parity with or junior to the Preferred Stock as to
dividends, upon liquidation or otherwise.

     

    7.            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.

     

    8.            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:

     

    (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 this Section 8.  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.

     

    9.            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.

     

    
      
         

      

      
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    10.          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 applicable 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)           “Board of Directors”
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 Certificate of Designation of Terms and Conditions of Non-Voting Cumulative
Preferred Stock, Series C.

     

    (g)           “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 of the
Corporation.

     

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

     

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

     

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

     

    (k)           “Issue Date” means,
with respect to each share of Preferred Stock, the date of the issuance of such
share of Preferred Stock.  Unless otherwise agreed between Farmer Mac
and a holder of Preferred Stock, the Issue Date with respect to the shares
evidenced by any stock certificate shall be the date of that
certificate.

     

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

     

    
      
         

      

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

     

    (n)           “Options” means any
rights, options, warrants or similar securities to subscribe or exchange for,
purchase or otherwise acquire common stock of the Corporation or Convertible
Securities.

     

    (o)           “Par Value” shall have
the meaning ascribed to such term in Section 1 hereof.

     

    (p)           “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.

     

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

     

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

     

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

     

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

     

    (u)           “Series B-1 Preferred
Stock” shall have the meaning ascribed to such term in Section 1
hereof.

     

    11.          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.

     

    
      
         

      

      
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    (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.


    
      
         


      

      
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    IN
WITNESS WHEREOF, this Certificate of Designation of Terms and Conditions of
Non-Voting Cumulative Preferred Stock, Series C, is executed on behalf of
the Corporation by its Acting President and Chief Executive Officer and attested
by its Corporate Secretary as of the 19th day of December 2008.

     

    
      
        
          
            
              	
                      FEDERAL
      AGRICULTURAL MORTGAGE CORPORATION

                    
	 	 
	
                      By:

                    	
                      /s/ Michael A. Gerber

                    
	 
      	
                      Name:    Michael
      A. Gerber

                    
	 
      	
                      Title:      Acting
      President and

                    
	 
      	
                                     Chief
      Executive
Officer

                    


            

          

        

      

    

    


    
      
        
          	
                  Attest:

                
	 
      	 
      
	
                  By:

                	
                  /s/ Jerome G. Oslick

                
	 
      	
                  Name:   Jerome
      G. Oslick

                
	 
      	
                  Title:    Corporate
      Secretary

                


        

      

    


    
      
         


      

      
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