AMENDMENT NO. 1 TO CREDIT AGREEMENT - 5 Year




AMENDMENT NO. 1 TO CREDIT AGREEMENT


            AMENDMENT
dated as of July 20, 2005 to the Revolving Five Year Credit Agreement dated as
of March 23, 2005 (the "Credit Agreement") among NATIONAL RURAL
UTILITIES COOPERATIVE FINANCE CORPORATION (the "Borrower"), the
BANKS party thereto (the "Banks"), THE BANK OF NOVA SCOTIA, THE
BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH and ABN AMRO BANK N.V., as
Co-Documentation Agents, BANK OF AMERICA, N.A., as Syndication Agent, and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "Administrative
Agent").


W I T N E S S E T H :


            WHEREAS,
the parties hereto desire to amend the Credit Agreement to provide an additional
exception to the lien covenant;

            NOW,
THEREFORE, the parties hereto agree as follows:

            SECTION 1.
Defined Terms; References. Unless otherwise specifically defined herein,
each term used herein that is defined in the Credit Agreement has the meaning
assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the
Credit Agreement shall, from and after the Amendment Effective Date (as defined
in Section 6 below), refer to the Credit Agreement as amended hereby.

            SECTION 2.
Additional Exception to the Lien Covenant. Section 5.10 of the Credit
Agreement is amended by (i) deleting the "and" at the end of clause
(vi) thereof and replacing it with a comma, (ii) deleting the period at the end
of clause (vii) thereof and replacing it with ", and" and (iii) adding
a new clause (viii) immediately after clause (vii) thereof, to read in its
entirety as follows: "(viii) on any such Indebtedness granted by the
Borrower to secure any borrowings, which borrowings are on terms (except as to
terms of interest, premium, if any, and amortization) not materially more
disadvantageous to the Borrower's unsecured creditors than the borrowings
under either Indenture (it being understood that the Borrower can not pledge
such assets to an extent greater than 110% of the aggregate principal amount of
such Indebtedness); provided that Liens incurred in reliance on this
subsection (viii) shall not secure amounts exceeding $500,000,000 in the
aggregate at any one time outstanding."

            SECTION 3.
Representations of Borrower. The Borrower represents and warrants that (i)
the representations and warranties of the Borrower set forth in Article 4 of the
Credit Agreement will be true on and as of the Amendment

1



Effective Date and (ii)
no Default will have occurred and be continuing on such date.1

            SECTION 4.
Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

            SECTION 5.
Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

            SECTION 6.
Effectiveness. This Amendment shall become effective on the date (the "Amendment
Effective Date") on which the Administrative Agent shall have received
from each of the Borrower and the Required Banks a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart hereof.




2






            IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.


  	NATIONAL RURAL UTILITIES

             COOPERATIVE FINANCE

             CORPORATION

                                                                                  
        

        By:        /s/ John Jay
        List                     

        Name:   John Jay List

        Title:     Senior Vice President
        

      




 



 

 


  	KeyBank National Association

                                                                                  
        

        By:        /s/ Sherrie I.
        Manson                  

        Name:   Sherrie I. Manson

        Title:     Vice President
        

      




 



 


  	CREDIT SUISSE, Cayman Islands Branch

        (formerly known as CREDIT SUISSE FIRST

        BOSTON, acting through its Cayman Islands

        Branch)

                                                                                  
        

        By:        /s/ Jay Chall                           

        Name:   Jay Chall

        Title:     Director
        

         
        

        By:        /s/ Karim Blasetti                     

        Name:   Karim Blasetti

        Title:     Associate
        

      




 



 

 


  	

                                                                                  
        

        By:        /s/ Thomas
        Casey                     

        Name:   Thomas Casey

        Title:      Vice President
        

      




 



 


  	HARRIS NESBITT FINANCING, INC.

                                                                                  
        

        By:        /s/ Cahal B. Carmody                  

        Name:   Cahal B. Carmody

        Title:      Vice President
        

      




 



 


  	 COOPERATIEVE CENTRALE RAIFFEISEN-

             BOERENLEENBANK. B.A., "RABOBANK

             INTERNATIONAL", NEW YORK BRANCH

                                                                                  
        

        By:        /s/ Brett Delfino                             

        Name:   Brett Delfino

        Title:     Executive Director
        

         
        

        By:        /s/ Michael Halevi                             

        Name:   Michael Halevi

        Title:     Vice President
        

      




 



 


  	ABN AMRO Bank N.V.

                                                                                  
        

        By:        /s/ Neil R.
        Stein         /s/ Eric
        Oppenheimer  

        Name:   Neil R.
        Stein             Eric Oppenheimer

        Title:     Director             
               Director
        

      




 



 


  	Comerica Bank

                                                                                  
        

        By:        /s/ Erica M.
        Krzeminski           

        Name:   Erica M. Krzeminski 

        Title:     Account Officer
        

      




 



 


  	                                                                          
        

        SunTrust Bank
        

        By:       /s/ William C. Washburn, Jr      

        Name:  William C. Washburn, Jr.

        Title:    Vice President
        

      




 



 

 


  	Calyon New York Branch

                                                                                  
        

        By:        /s/ Sebastian
        Rocco                 

        Name:   Sebastian Rocco

        Title:     Managing Director
        

         
        

        By:        /s/ W. Jay
        Buckley                          

        Name:   W. Jay Buckley

        Title:     Managing Director
        

      




 



 


  	BAYERISCHE LANDESBANK

                                                                                  
        

        By:        /s/ Francis X. Doyle               

        Name:   Francis X. Doyle

        Title:     Second Vice President
        

         
        

        By:        /s/ Norman McClave               

        Name:   Norman McClave

        Title:     First Vice President
        

      






 



 


  	The Bank of Tokyo-Mitsubishi Ltd.,

             New York Branch

                                                                                  
        

        By:        /s/ Linda
        Tam                         

        Name:   Linda Tam

        Title:     Authorized Signatory
        

      




 



 


  	Mizuho Corporate Bank, Ltd.

                                                                                  
        

        By:        /s/ Raymond
        Ventura        

        Name:   Raymond Ventura

        Title:     Senior Vice President
        

      




 




  	PNC Bank, N.A.

                                                                                  
        

        By:        /s/ Louis K.
        McLinden               

        Name:   Louis K. McLinden

        Title:     Vice President
        

      




 



 


  	HSBC Bank USA, National Association

                                                                                  
        

        By:        /s/ Suzanne
        Matthews                

        Name:   Suzanne Matthews

        Title:     Senior Vice President
        

      




 



 


  	MERRILL LYNCH BANK USA

                                                                                  
        

        By:        /s/ Frank Stepan                      

        Name:   Frank Stepan

        Title:     Vice President
        

      




 



 


  	DEUTSCHE BANK AG NEW YORK BRANCH

                                                                                  
        

        By:        /s/ Marcus
        Tarkington                         

        Name:   Marcus Tarkington

        Title:     Director
        

         
        

        By:        /s/ Rainer
        Meier                                   

        Name:   Rainer Meier

        Title:     Assistant Vice President
        

      




 



 


  	The Royal Bank of Scotland plc.

                                                                                  
        

        By:        /s/ Belinda
        Wheeler              

        Name:   Belinda Wheeler

        Title:     Vice President
        

      




 



            National
Rural Utilities CFC first amendment dated as of July 20, 2005 to the revolving
five-year credit agreement dated as of March 23, 2005.


  	Norddeutsche Landesbank Girozentrale

        New York Branch and/or Cayman Islands Branch

                                                                                  
        

        By:        /s/ Stephen K.
        Hunter      

        Name:   Stephen K. Hunter

        Title:     
        

        By:         /s/ Stephanie Finnen

        Name:    Stephanie Finnen

        Title:       VP
        

      




 



 


  	UBS Loan Finance LLC

                                                                                  
        

        By:        /s/ Trja R. Otsa                   

        Name:  Trja R. Otsa

        Title:    Associate Director

                    
        Banking Products

                    
        Services, US 
        

         
        

        By:        /s/ Richard L.
        Tavrow           

        Name:  Richard L. Tavrow

        Title:    Director

                    Banking Products

                    Services, US 
        

      




 



 


  	Toronto Dominion (Texas) LLC

                                                                                  
        

        By:        /s/ Neva Nesbitt                        

        Name:   Neva Nesbitt

        Title:     Authorized Agent
        

      




 



 


  	BANK OF AMERICA, N.A., as

        Syndication Agent and as a Bank

                                                                                  
        

        By:        /s/ Lisa M. Webster               

        Name:   Lisa M. Webster

        Title:     Vice President
        

      




 



 


  	The Bank of Nova Scotia

                                                                                  
        

        By:        /s/ Frank Sandler                     

        Name:   Frank Sandler

        Title:     Managing Director
        

      




 



 


  	U.S. Bank, N.A.

                                                                                  
        

        By:        /s/ Richard J.
        Popp                  

        Name:   Richard J. Popp

        Title:     Vice President
        

      




 



 


  	Lehman Brothers Bank, FSB

                                                                                  
        

        By:        /s/ Janine M. Shugan                     

        Name:   Janine M. Shugan

        Title:     Authorized Signatory