Exhibit
10.20

     

    AGREEMENT AND GENERAL
RELEASE

     

    AGREEMENT
AND GENERAL RELEASE ("Agreement and Release") made as of this 30th day of
January, 2009, by and between Henry D. Edelman ("Edelman") and the Federal
Agricultural Mortgage Corporation ("Farmer Mac").

     

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

     

    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.           Edelman's
Employment Agreement with Farmer Mac, dated as of May 5, 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 Edelman hereunder,
under the Employment Contract, or in connection with Edelman's employment at
Farmer Mac, Farmer Mac shall pay the following amounts:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

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

     

    (b)         $1,059,487.50
(the "Cash Payment"), which is equal to (i) two times Edelman's current
annual base salary minus (ii) the amount of base salary paid to Edelman
with respect to the period from (and including) November 30, 2008 through
January 31, 2009, less all applicable withholding taxes and deductions, to be
paid by Farmer Mac by delivering, within five (5) calendar days after the
Effective Date (as defined in Section 27 below), to Edelman's attorney, Stephen
Andrews, Esq., at Williams & Connolly, a check payable to the order of
"Henry D. Edelman."

     

    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 Edelman.  Within ten (10) calendar days after
receipt of such notice, Edelman shall pay to Farmer Mac, in cash or immediately
available funds, an amount equal to the Cash Payment and Edelman shall forfeit
all rights to the Cash Payment.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    If
Edelman returns to Farmer Mac an amount equal to the Cash Payment as provided in
the preceding paragraph, Edelman may, in his sole discretion, upon written
notice to Farmer Mac, rescind this entire Agreement and Release, rendering it
void and without effect ab initio.  Should Edelman exercise this right
of rescission, Farmer Mac agrees not to assert in any legal proceeding hereafter
commenced by or on behalf of Edelman the running of the statute of limitations
or any other time-related defense with respect to the period from the date of
Edelman’s execution of this Agreement and Release through and including the date
Edelman exercises this right of rescission, and Farmer Mac further agrees that,
for purposes of claim accrual only, Farmer Mac will not assert that Edelman’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.

     

    Edelman
acknowledges and agrees that he is not entitled to any payment from Farmer Mac
in excess of the Cash Payment.  Edelman shall be issued a Form W-2
that reflects as compensation all amounts paid to Edelman pursuant to this
Section 2 and any other amounts required to be included on such Form
W-2.

     

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

     

    4.           Upon
execution of this Agreement and Release, Edelman expressly agrees that he will
not act on behalf of Farmer Mac or hold himself out as authorized to conduct
business on behalf of Farmer Mac or its affiliates or their
employees.

     

    5.           Edelman
represents and warrants that he has returned to Farmer Mac all of Farmer Mac's
physical or intellectual property known by Edelman to be in his possession or
under his 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.  Edelman
represents and warrants that he has made a diligent search for any such
items.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    6.         (a)             Effective
as of the Effective Date, Edelman 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 (the "Cancelled Options") and shall
have no further rights with respect thereto:

     

    
      
        
          
            
              
                	
                        Number of Options

                      	 	
                        Grant Date

                      	 	
                        Exercise Price

                      	 
	
                        149,778
      (49,926 vested and 99,852 unvested)

                      	 	
                        June
      2007

                      	 	$	29.33	 
	
                        40,438
      (unvested)

                      	 	
                        June
      2006

                      	 	$	26.36	 
	
                        69,784
      (vested)

                      	 	
                        June
      2006

                      	 	$	26.36	 


              

            

          

        

      

    

     

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

     

    (b)         Edelman
acknowledges and agrees that:

     

    (i)     
      all of Edelman's other outstanding stock
options to purchase shares of Farmer Mac Class C Non-Voting Common Stock (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 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


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

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

     

    
      
        
          
            
              
                
                  	
                          Number of Remaining

                          Options

                        	 	
                          Grant Date

                        	 	
                          Exercise Price

                        	 
	
                          35,486

                        	 	
                          June
      1999

                        	 	$	22.08	 
	
                          90,387

                        	 	
                          June
      2001

                        	 	$	31.24	 
	
                          84,866

                        	 	
                          June
      2002

                        	 	$	29.10	 
	
                          120,111

                        	 	
                          June
      2003

                        	 	$	22.40	 
	
                          78,503

                        	 	
                          June
      2005

                        	 	$	20.61	 
	
                          11,090

                        	 	
                          June
      2006

                        	 	$	26.36	 


                

              

            

          

        

      

    

     

    (c)           Effective
as of the Effective Date, Edelman shall remit and relinquish to Farmer Mac all
interests and rights in and under all stock appreciation rights granted to
Edelman with respect to shares of Farmer Mac Class C Non-Voting Common Stock
(the "Cancelled SARs") and shall have no further rights with respect
thereto.  The Cancelled SARs automatically shall be cancelled
effective as of the Effective Date without any further action by any
party.

     

    (d)           After
the Effective Date, as a consequence of this Agreement, Edelman 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 6.  Nothing contained herein
shall affect Edelman'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 Edelman's behalf.  On, or
as soon as reasonably practicable following, the Effective Date, Edelman shall
be entitled to the immediate transfer of the balance of his vested account in
the 401(k) Plan, and Farmer Mac will facilitate such transfer.


    
      
         


      

      
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    7.         Edelman
agrees and acknowledges that the payments and benefits provided to him by Farmer
Mac pursuant to this Agreement and Release are adequate consideration for the
release and his other promises herein and that he 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 Edelman and Farmer Mac or its affiliates or their employees, except, as
set forth in Section 8, this section is not meant to limit Edelman’s right to
recover for any alleged breaches of this Agreement and Release or Edelman’s
right to indemnity for any action, suit or proceeding to which Edelman might be
entitled, if at all, under Farmer Mac’s by-laws or applicable law.

     

    8.          For
and in consideration of the payments to be made and for other valuable
consideration to be provided to Edelman pursuant to this Agreement and Release,
Edelman for himself, his family members, his heirs, executors, administrators,
trustees, legal representatives, successors and assigns (hereinafter,
collectively referred to as "Edelman 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 Edelman 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
Edelman's execution of this Agreement and Release. Without limiting the
generality of the foregoing, Edelman Releasors hereby release and discharge
Farmer Mac Releasees from:


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              i.

            	
              any
      and all claims relating to Edelman'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);

            


    

     

    
      	
               
      

            	
              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

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              vi.

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

            


    

     

    which
Edelman 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 or proceeding to which Edelman might be entitled, if at all, under
Farmer Mac's by-laws or applicable law.

     

    9.          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 Edelman, his family members, his heirs,
executors, administrators, trustees, legal representatives, successors and
assigns (hereinafter, collectively referred to as "Edelman 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 Edelman 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
Edelman Releasees from:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              i.

            	
              any
      and all claims relating to Edelman'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.

     

    10.         Edelman
and Farmer Mac each represents and warrants that as of the date he or it
executes this Agreement and Release neither he, nor anyone acting on his 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 Edelman
or any other Edelman Releasee, on the other hand, with any federal, state or
local court, agency or investigative body.  To the maximum extent
permitted by law, Edelman and Farmer Mac agree not to do so in the future for
any claim or right waived in this Agreement and Release.  Edelman and
Farmer Mac further agree that neither he 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 Edelman
or any other Edelman Releasee, on the other hand, except as required by
law.  Nothing herein shall be deemed to interfere with Edelman'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 Edelman and Farmer Mac
acknowledges and agrees, however, that by virtue of this Agreement and Release,
he and it have waived all relief available to Edelman 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 8 and 9, above. Edelman and Farmer
Mac therefore agree, to the maximum extent permitted by law, that neither he 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.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    11.         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.

     

    12.         Edelman
agrees that he 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.  Edelman further agrees he 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 he is a principal, or by performing work personally)
with Farmer Mac or any other Releasees.  Edelman agrees that the
execution of this Agreement and Release is good and sufficient cause to reject
any such application or to terminate his employment if he obtains such future
employment and that such rejection or termination is not and will not be
considered by him to be retaliatory.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    13.         Edelman
agrees that he (or anyone acting on his 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 Edelman to governmental authorities or in response to a subpoena or
other legal process.  Edelman represents and warrants that he has
disclosed to Farmer Mac any and all facts and circumstances that may, in
Edelman'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 he has knowledge.  Edelman further represents and
warrants that he 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 instruct its officers and directors
to provide a neutral reference and not to disparage Edelman in response to any
requests for references by prospective employers.

     

    14.        Edelman
agrees that, in the event he 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 his
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, he 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, Edelman 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, Edelman 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 his best efforts to obtain approval from
others to enable the presence of Farmer Mac if and to the extent approval is
required.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    15.         Edelman
agrees to provide such assistance as Farmer Mac may reasonably request with
respect to business and litigation matters relating to Edelman’s work for Farmer
Mac.

     

    16.         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.

     

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

     

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

     

    19.         Each of Edelman and Farmer Mac
represents and warrants that he or it has not assigned to any person or entity
any claims that he or it had, has or may have against Farmer Mac or Edelman,
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 Edelman or Farmer Mac as of the date he executes
this Agreement and Release.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    20.         Each
Party represents and warrants that he 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.

     

    21.         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.

     

    22.         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.

     

    23.         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.

     

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

     

    25.         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.

     

    26.         Edelman
acknowledges that he: (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 his 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 his choice; and (e) is signing this Agreement and
Release voluntarily and of his own free will and agrees to abide by all the
terms and conditions contained herein.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    27.         After
signing this Agreement and Release, Edelman shall have seven (7) days (the
"Revocation Period") to revoke his decision by indicating his 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 Edelman; or (ii) eight days following the
signing of this Agreement and Release by Edelman.  In the event that
Edelman 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.

     

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

     

    
      
        	
                /s/ Henry D. Edelman

              	 
      	
                Date:

              	
                1/30/09

              
	
                HENRY
      D. EDELMAN

              	 
      	 
      	 
      


      

    

     

    State of
Virginia, County of Fairfax)     ss:

     

    On this
30th day of January 2009 before me personally came Henry D. Edelman, to me known
and known to me to be the person described in and who executed the foregoing
Agreement and Release and he duly acknowledged to me that he executed the
same.

     

    
      
        	
                /s/ Michael B. Berens

              	 
      	 
      
	
                Notary
      Public

              	 
      	
                My
      Commission Expires 10-31-2011

              


      

    

    


    
      
        
          	
                  /s/ Michael A. Gerber

                	 
      	
                  Date:

                	
                  1/30/09

                


        

      

    

    FEDERAL
AGRICULTURAL MORTGAGE CORPORATION


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    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 Sections
12, 13 and 14 of the Employment Contract shall survive termination of the
Employment Contract and Edelman's employment by Farmer Mac.

     

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

     

    3.           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.

     

    4.           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.

     

    5.           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.

     

    6.           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.

     

    7.           Employee
Benefits.  During the Term, Farmer Mac will provide Employee
with continued medical, life insurance and disability insurance
coverage.  With respect to medical insurance, Farmer Mac will provide
Edelman with his current coverage with Guardian and will pay the full COBRA
premium for such coverage for 18 months beginning on February 1,
2009.  For the period from August 1, 2010 through November 30, 2010,
Farmer Mac will provide Edelman with substantially equivalent
coverage.  Employee will be entitled to no other
benefits.

     

    8.           Relocation
Expenses.  This paragraph is deleted.

     

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


    
      
         


      

      
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