Senior Note - Exhibit 4.19




  
  	

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

4.656% Senior Note due 2008

Washington, D.C.

July 29, 2005

               FOR
VALUE RECEIVED, the undersigned, NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION ("CFC"), a District of Columbia cooperative
association, hereby promises to pay to FEDERAL AGRICULTURAL MORTGAGE CORPORATION
("Farmer Mac"), or registered assigns, the principal sum of
FIVE HUNDRED MILLION DOLLARS on July 29, 2008, with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) from the date hereof
on the unpaid balance thereof at the rate of 4.656% per annum, payable
semiannually on January 29 and July 29 in each year, until the principal hereof
shall have become due and payable, and (b) on any overdue payment of
principal and any overdue payment of interest, payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand) at a rate per
annum from time to time equal to 5.656%.

               Payments
of principal and interest on this Note are to be made in lawful money of the
United States of America at such place as shall have been designated by written
notice to CFC from the registered holder of this Note as provided in the Note
Purchase Agreement referred to below.

               This
Note is one of a series of Notes issued pursuant to a Note Purchase Agreement
dated as of July 28, 2005 (as from time to time amended, the "Note
Purchase Agreement") between CFC and Farmer Mac and is entitled to the
benefits thereof. This Note is also entitled to the benefits of the Pledge
Agreement dated as of July 28, 2005, among CFC, Farmer Mac and the
Collateral Agent named therein.

               This
Note is a registered Note and, upon surrender of this Note for registration of
transfer or exchange, accompanied by a written instrument of transfer duly
executed by the registered holder hereof or such holder's attorney duly
authorized in writing, a new Note will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, CFC
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and CFC will
not be affected by any notice to the contrary.

               This
Note may not be prepaid.

               If
an Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared due and payable in the
manner, at the price and with the effect provided in the Note Purchase
Agreement.

               This
Note shall be construed and enforced in accordance with, and the rights of CFC
and the holder hereof shall be governed by, the laws of the District of 


      


  













  
  	
Columbia, excluding choice-of-law principles of the law of the District of
Columbia 
 that would require the application of the laws of another jurisdiction.


  


 

 


  	
        NATIONAL RURAL UTILITIES

        COOPERATIVE FINANCE CORPORATION,

	
           
	
          
          by
        

		
                  
         /s/
        Steven L. Lilly

	 	
        Name: Steven L. Lilly

	 	
            
            Title:  Sr. Vice President & Chief Financial
            Officer