Pledge Agreement - Exhibit 4.17





  
  	






__________________________________________________

FEDERAL AGRICULTURAL

MORTGAGE CORPORATION





NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION





U.S. BANK TRUST NATIONAL ASSOCIATION






_______________________________

        


PLEDGE AGREEMENT




_______________________________






Dated as of July 28, 2005

 


__________________________________________________






         



  







  
	TABLE
      OF CONTENTS
	   
	
      ARTICLE I

	    
	
      Definitions

	
          
	
      Section 1.01.
	
      Definitions
	
    2
    
	
      Section 1.02.
	
      Principles of Construction
	
    4
    
	     
	
      ARTICLE II

	
	
      Provisions as to Pledged Collateral

	
          
	
      Section 2.01.
	
      Holding of Pledged Securities
	
    4
    
	
      Section 2.02.
	
      UCC Filings
	
    4
    
	
      Section 2.03.
	
      Withdrawal and Substitution of Pledged Collateral
	
    5
    
	
      Section 2.04.
	
      Reassignment of Pledged Securities upon Payment
	
    5
    
	
      Section 2.05.
	
      Addition of Pledged Collateral
	
    6
    
	
      Section 2.06.
	
      Accompanying Documentation
	
    6
    
	
      Section 2.07.
	
      Renewal; Extension; Substitution
	
    6
    
	
      Section 2.08.
	
      Voting Rights; Interest and Principal
	
    6
    
	
      Section 2.09.
	
      Protection of Title; Payment of Taxes; Liens, etc
	
    8
    
	
      Section 2.10.
	
      Maintenance of Pledged Collateral
	
    8
    
	
      Section 2.11.
	
      Representations, Warranties and Covenants
	
    9
    
	
      Section 2.12.
	
      Further Assurances
	
    9
    
	    
	
      ARTICLE III

	  
	
      Application of Moneys Included in Pledged Collateral

	
          
	
      Section 3.01.
	
      Investment of Moneys by Collateral Agent
	
    10
    
	
      Section 3.02.
	
      Collateral Agent To Retain Moneys During Event of Default
	
    11
    
	 	 	 
	
      ARTICLE IV

	    
	
      Remedies

	
      Section 4.01.
	
      Events of Default
	
    11
    
	
      Section 4.02.
	
      Remedies upon Default
	
    11
    
	
      Section 4.03.
	
      Application of Proceeds
	
    13
    
	
      Section 4.04.
	
      Securities Act
	
    14
    
	   
	-i-
	
      

       
      


    
	TABLE
      OF CONTENTS
	(continued)
	   
	
      ARTICLE V

	   
	
      The Collateral Agent

	
          
	
      Section 5.01.
	
      Certain Duties and Responsibilities
	
    15
    
	
      Section 5.02.
	
      Certain Rights of Collateral Agent
	
    16
    
	
      Section 5.03.
	
      Money Held by Collateral Agent
	
    17
    
	
      Section 5.04.
	
      Compensation and Reimbursement
	
    17
    
	
      Section 5.05.
	
      Corporate Collateral Agent Required; Eligibility
	
    18
    
	
      Section 5.06.
	
      Resignation and Removal; Appointment of Successor
	
    18
    
	
      Section 5.07.
	
      Acceptance of Appointment by Successor
	
    19
    
	
      Section 5.08.
	
      Merger, Conversion, Consolidation or Succession to Business
	
    19
    
	    
	
      ARTICLE VI

	       
	
      Miscellaneous 

	
              
	
      Section 6.01.
	
      Notices
	
    20
    
	
      Section 6.02.
	
      Waivers; Amendment
	
    20
    
	
      Section 6.03.
	
      Successors and Assigns
	
    20
    
	
      Section 6.04.
	
      Counterparts; Effectiveness
	
    21
    
	
      Section 6.05.
	
      Severability
	
    21
    
	
      Section 6.06.
	
      GOVERNING LAW
	
    21
    
	
      Section 6.07.
	
      WAIVER OF JURY TRIAL
	
    21
    
	
      Section 6.08.
	
      Headings
	
    21
    
	
      Section 6.09.
	
      Security Interest Absolute
	
    21
    
	
      Section 6.10.
	
      Termination or Release
	
    22
    
	
      Section 6.11.
	
      Collateral Agent Appointed Attorney-in-Fact
	
    22
    
	
          
	
    Schedule I - Agreed Eligible Members
    
	
    Schedule II - Addresses for Notices
    
	
        
    
	
    Annex A - Form of Certificate of Pledged Collateral
    
	
        
    
	
    -ii-
    



  




 

	 	
                     PLEDGE AGREEMENT, dated as of July 28, 2005, among NATIONAL RURAL
      UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia
      cooperative association and its successors and assigns (hereinafter called
      "CFC"), having its principal executive office and mailing
      address at 2201 Cooperative Way, Herndon, VA 20171-3025, FEDERAL
      AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality
      of the United States and an institution of the Farm Credit System and its
      successors and assigns ("Farmer Mac"), and U.S. BANK
      TRUST NATIONAL ASSOCIATION, a national banking association and its
      successors and assigns (hereinafter called the "Collateral Agent"),
      having its corporate office at 100 Wall Street, Suite 1600, New York, NY
      10005-3701.

	
         
	
      RECITALS OF CFC

	
         
	
                     WHEREAS CFC
      may from time to time issue one or more Notes to Farmer Mac, and Farmer
      Mac may purchase such Notes, all upon the terms and subject to the
      conditions set forth in the Note Purchase Agreement; and

	
             

	
                     WHEREAS CFC
      is required pursuant to the terms of the Note Purchase Agreement to pledge
      certain property to the Collateral Agent for the benefit of Farmer Mac to
      secure CFC's obligations on the Notes;

	
         

	
                     NOW,
      THEREFORE, THIS PLEDGE AGREEMENT WITNESSETH that, to secure the
      performance of the certain Obligations contained in the Notes, the Note
      Purchase Agreement and herein, CFC hereby assigns and pledges to the
      Collateral Agent, its successors and assigns, for the benefit of Farmer
      Mac, and grants to the Collateral Agent, its successors and assigns, for
      the benefit of Farmer Mac, a security interest in the following
      (collectively referred to as the "Pledged Collateral") as
      provided in Article II: (a)(i) the Pledged Securities and the
      certificates representing the Pledged Securities; (ii) subject to
      Section 2.08, all payments of principal or interest, cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of, in exchange for, and all other
      Proceeds received in respect of, the Pledged Securities pledged hereunder;
      (iii) subject to Section 2.08, all rights and privileges of CFC
      with respect to the Pledged Securities; (iv) all Proceeds of any of
      the foregoing above; and (b) any property, including cash and
      Permitted Investments, that may, on the date hereof or from time to time
      hereafter, be subjected to the Lien hereof by CFC by delivery, assignment
      or pledge thereof to the Collateral Agent hereunder and the Collateral
      Agent is authorized to receive the same as additional security hereunder
      (subject to any reservations, limitations or conditions agreed to in
      writing by CFC and Farmer Mac respecting the scope or priority of such
      security or the use and disposition of such property or the Proceeds
      thereof).

	
       
    
	
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      Pledge Agreement



  	
         
	
                     TO HAVE AND
      TO HOLD the Pledged Collateral, together with all right, title, interest,
      powers, privileges and preferences pertaining or incidental thereto, unto
      the Collateral Agent, its successors and assigns, for the benefit of
      Farmer Mac, forever; subject, however, to the terms,
      covenants and conditions hereinafter set forth.

	
           

	
      ARTICLE I

	
           

	
      Definitions

	
               

	
                     SECTION 1.01. Definitions. As used in
      this Pledge Agreement, the following terms shall have the following
      meanings:

	
          
	
                     "Allowable Amount" on any date, means:

	
             
    
	
                         (a) with respect to cash, 100% thereof;
    

	
         
    
	
                         (b) with respect to Eligible Securities, the aggregate principal
          amount of such Eligible Securities theretofore advanced thereon which
          remains unpaid on such date; and
    

	
         
    
	
                         (c) with respect to Permitted Investments, the cost to CFC or the
          Collateral Agent thereof (exclusive of accrued interest or brokerage
          commissions) except that with respect to any Permitted Investments
          which are traded on any national securities exchange or
          over-the-counter market, Allowable Amount on any date shall mean the
          fair market value thereof (as determined by CFC).
    

	
       
    
	
                     "Certificate of Pledged Collateral" means a
      certificate delivered to the Collateral Agent and Farmer Mac substantially
      in the form of Annex A attached hereto.

	
         
	
                     "CFC Notice" and "CFC Order" mean,
      respectively, a written notice or order signed in the name of CFC by
      either its Governor or its Chief Financial Officer, and by any Vice
      President of CFC, and delivered to the Collateral Agent and Farmer Mac.

	
         
	
                     "Collateral Agent" means the Person named as the
      "Collateral Agent" in the first paragraph of this
      instrument.

	
          
	
                     "Eligible Member" means a rural electric distribution
      cooperative that is a member of CFC and serves primarily communities with
      fewer than 50,000 inhabitants and in any event includes those rural
      electric distribution cooperatives listed on Schedule I hereto.

	
          
	
                     "Eligible Security" means a note or bond of any
      Eligible Member payable or registered to, or to the order of, CFC,
      (A) in respect of which (i) the outstanding principal amount
      under such note or bond, together with the outstanding principal amount of
      any other notes or bonds of such Eligible Member pledged hereunder, does
      not aggregate more than $22.5 million, (ii) no default has occurred in the
      payment 

	
         
	
      2

	
      

       
      


    
	
      Pledge Agreement

	
    
	
 of principal or interest in accordance with the terms of such note
      or bond that is continuing beyond the contractual grace period (if any)
      provided in such note or bond for such payment and (iii) no
      "event of default" as defined in such note or bond (or in any
      instrument creating a security interest in favor of CFC in respect of such
      note or bond), shall exist that has resulted in the exercise of any right
      or remedy described in such note or bond (or in any such instrument); and
      (B) which is not classified by CFC as a non-performing loan under
      generally accepted accounting principles in the United States.
	
    
	
                     "Event of Default" has the meaning set forth in
      Section 4.01.

	
          
	
                     "Farmer Mac Notice" and "Farmer Mac Order"
      mean, respectively, a written notice or order signed by any Vice President
      of Farmer Mac and delivered to the Collateral Agent and CFC.

	
         
	
                     "Farmer Mac Notice of Default" has the meaning given
      to that term in Section 4.02.

	
          
	
                     "Lien" means any lien, pledge, charge, mortgage,
      encumbrance, debenture, hypothecation or other similar security interest
      attaching to any part of the Pledged Collateral.

	
          
	
                     "Lien of this Pledge Agreement" or "Lien
      hereof" means the Lien created by these presents.

	
          
	
                     "Note Purchase Agreement" means the Note Purchase
      Agreement dated the date hereof between CFC and Farmer Mac, as the same
      may be amended from time to time in accordance with the terms thereof.

	
         
	
                     "Notes" means the note or notes issued by CFC to
      Farmer Mac under the Note Purchase Agreement.

	
         
	
                     "Obligations" means the due and punctual performance
      of the obligations of CFC to make payments of principal, interest and
      Make-Whole Amount (as defined in the Note Purchase Agreement), if any, on
      the Notes.

	
          
	
                     "Officers' Certificate" means a certificate signed by
      either the Governor or the Chief Financial Officer of CFC, and by any Vice
      President of CFC, and delivered to Farmer Mac and/or the Collateral Agent,
      as applicable.

	
         
	
                     "Permitted Investment" has the meaning given to that
      term in Section 3.01.

	
         
	
                     "Person" means any individual, corporation,
      partnership, joint venture, association, joint-stock company, trust,
      unincorporated organization or government or any agency or political
      subdivision thereof.

	
        
    
	
      3

	
          
      

      

    
	
      Pledge Agreement

	
        
	
                     "Pledge Agreement" means this Pledge Agreement, as
      originally executed and as it may from time to time be amended pursuant to
      the applicable provisions hereof.

	
         
	
                     "Pledged Collateral" has the meaning set forth in the
      Granting Clause.

	
         
	
                     "Pledged Securities" means at any time the Eligible
      Securities listed on Schedule A to the Certificate of Pledged
      Collateral most recently delivered.

	
          
	
                     "Proceeds" has the meaning specified in
      Section 9-102 of the Uniform Commercial Code.

	
          
	
                     "Uniform Commercial Code" means the Uniform Commercial
      Code as from time to time in effect in the District of Columbia.

	
         
	
                     "Vice President" means any vice president of CFC or
      Farmer Mac, as applicable, whether or not designated by a number or a word
      or words added before or after the title "vice president".

	
          
	
                     Section 1.02. Principles of Construction.
      Unless the context shall otherwise indicate, the terms defined in
      Section 1.01 hereof include the plural as well as the singular and
      the singular as well as the plural. The words "hereafter",
      "herein", "hereof", "hereto" and
      "hereunder", and words of similar import, refer to this
      Agreement as a whole. The descriptive headings of the various articles and
      sections of this Agreement were formulated and inserted for convenience
      only and shall not be deemed to affect the meaning or construction of the
      provisions hereof.

	
          
	
      ARTICLE II
	
          
	
      
      Provisions as to Pledged Collateral

	
       
    
	
                     Section 2.01. Holding of Pledged Securities.
      The Collateral Agent, on behalf of Farmer Mac, shall hold the Pledged
      Securities in the name of CFC (or its nominee), endorsed or assigned in
      blank or in favor of the Collateral Agent. Upon occurrence of an Event of
      Default, the Collateral Agent, on behalf of Farmer Mac, shall have the
      right (in its sole and absolute discretion), to the extent a register is
      maintained therefor, to register the Pledged Securities in the Collateral
      Agent's own name as pledgee, or in the name of the Collateral Agent's
      nominee (as pledgee or as sub-agent) or to continue to hold the Pledged
      Securities in the name of CFC, endorsed or assigned in blank or in favor
      of the Collateral Agent. Upon cessation of such Event of Default, the
      Collateral Agent shall take such action as is necessary to again cause the
      Pledged Securities to be registered in the name of CFC (or its nominee).

	
          
	
                     Section 2.02.
      UCC
      Filings. CFC shall prepare and file in the proper Uniform Commercial
      Code filing office in the District of Columbia (i) on or prior to the date
      of the first purchase of a Note under the Note Purchaser Agreement, a
      financing statement recording the Collateral Agent's interest in the
      Pledged Collateral; and (ii) 

	
         
	
      4

	
         
	
      

       


	
      Pledge Agreement

	
         
	
       from time to time thereafter, continuation
      statements or such other filings as are necessary to maintain the
      perfection of the Lien hereof on the Pledged Collateral.
	
           
	
                     Section 2.03. Withdrawal and Substitution of
      Pledged Collateral.

      (a) Any part of the Pledged Collateral may be
      withdrawn by CFC or substituted for cash or other Eligible Securities or
      Permitted Investments by CFC and shall be delivered to CFC by the
      Collateral Agent upon CFC Order at any time and from time to time,
      together with any other documents or instruments of transfer or assignment
      necessary to reassign to CFC said Pledged Collateral and the interest of
      CFC, provided the aggregate Allowable Amount of Pledged Collateral
      remaining after such withdrawal or substitution shall at least equal the
      aggregate principal amount of the Notes outstanding after such withdrawal
      or substitution, as shown by the Certificate of Pledged Collateral
      furnished to the Collateral Agent pursuant to Subsection (b)(i) of
      this Section.

	
         
	
                     (b) Prior to any such withdrawal or substitution, the Collateral Agent
      shall be furnished with the following instruments:

	
            
    
	
                         (i) a Certificate of Pledged Collateral, dated not more than 30
          days prior to such withdrawal or substitution, showing that
          immediately after such withdrawal or substitution the requirements of
          Subsection (a) of this Section will be satisfied; and
    

	
           
    
	
                         (ii) an Officers' Certificate certifying that no Event of Default
          has occurred which has not been remedied.
    

	
          
	
                     Upon any such withdrawal or substitution, CFC shall deliver any cash or
      Eligible Securities or Permitted Investments to be substituted and the
      Collateral Agent shall execute any instruments of transfer or assignment
      specified in a CFC Order as necessary to vest in CFC any part of the
      Pledged Collateral withdrawn.

	
          
	
                     In case an Event of Default shall have occurred and be continuing, CFC
      shall not withdraw or substitute any part of the Pledged Collateral, provided
      that any Pledged Collateral may be withdrawn (a) as provided for in
      Section 2.04; or (b) upon the deposit with the Collateral Agent
      of an amount of cash at least equal to the Allowable Amount (at the time
      of such withdrawal) of the Pledged Collateral so withdrawn and the
      delivery to the Collateral Agent of the instruments referred to in
      Subsection (b)(i) of this Section and a CFC Order.

	
          
	
                     Section 2.04.
      Reassignment
      of Pledged Securities upon Payment. Upon receipt of:

	
           
    
	
      
                             (i) an Officers' Certificate stating that all payments of
              principal, premium (if any) and interest have been made upon any
              Pledged Securities held by the Collateral Agent other than payment
              of an amount (if any) specified in said certificate required fully
              to discharge all obligations on said Pledged Securities; and
      


    
	
          5
    

	
      

       
      


    
	
      Pledge Agreement
    

	
         
    
	
      
                             (ii) cash in the amount (if any) so specified fully to
              discharge said Pledged Securities,     
      


    
	
      the Collateral Agent shall deliver to CFC upon CFC Order said Pledged
      Securities, together with any other documents or instruments of transfer
      or assignment necessary to reassign to CFC said Pledged Securities and the
      interest of CFC specified in such CFC Order.

	
           
	
                     Section 2.05.
      Addition
      of Pledged Collateral. At any time, CFC may pledge additional Eligible
      Securities, cash or Permitted Investments under this Pledge Agreement by
      delivering such Pledged Collateral to the Collateral Agent, accompanied by
      a Certificate of Pledged Collateral specifying such additional collateral
      and dated not more than 30 days prior thereto, provided that, in
      the case of additional Permitted Investments, no such Permitted
      Investments shall be subject to any reservations, limitations or
      conditions referred to in the Granting Clause hereof.

	
         
	
                     Section 2.06. Accompanying Documentation.
      Where Eligible Securities are delivered to the Collateral Agent under
      Section 2.02 or Section 2.05, such securities shall be
      accompanied by the appropriate instruments of transfer executed in blank
      and in a form satisfactory to the Collateral Agent and by such other
      instruments and documents as the Collateral Agent may reasonably request.
      All other property delivered to the Collateral Agent under
      Section 2.02 or Section 2.05 and comprising part of the Pledged
      Collateral shall be accompanied by proper instruments of assignment duly
      executed by CFC and such other instruments or documents as the Collateral
      Agent may reasonably request.

	
          
	
                     Section 2.07.
      Renewal;
      Extension; Substitution. Unless and until an Event of Default shall
      have occurred and be continuing, CFC may at any time renew or extend,
      subject to the Lien of this Pledge Agreement, any Pledged Security upon
      any terms or may accept in place of and in substitution for any such
      Pledged Security, another Eligible Security or Securities of the same
      issuer or of any successor thereto for at least the same unpaid principal
      amount, all as evidenced by a CFC Order delivered to the Collateral Agent;
      provided, however, that in case of any substitution,
      Eligible Securities substituted as aforesaid shall be subject to the Lien
      of this Pledge Agreement as part of the Pledged Collateral and be held in
      the same manner as those for which they shall be substituted, and in the
      case of each substituted Eligible Security CFC shall provide an Officers'
      Certificate certifying to the Collateral Agent that such substituted
      security satisfies the requirements of this Section. So long as no
      Event of Default shall have occurred and be continuing, the Collateral
      Agent, upon CFC Order stating that no Event of Default shall have occurred
      and be continuing, shall execute any consent to any such renewal,
      extension or substitution as shall be specified in such CFC Order.

	
          
	
                     Section 2.08.
      Voting
      Rights; Interest and Principal. Unless and until an Event of
      Default has occurred and is continuing, and Farmer Mac delivers to the
      Collateral Agent a Farmer Mac Notice of Default suspending CFC's rights
      under this clause:

	
          
    
	
      6
    

	
      

       
      


    
	
      Pledge Agreement
    

	
               
    
	
            
                             (i) CFC shall be entitled to exercise any and all voting and/or
              other consensual rights and powers inuring to an owner of Pledged
              Securities or any part thereof provided that such rights
              and powers shall not be exercised in any manner inconsistent with
              the terms of the Note Purchase Agreement or this Pledge Agreement.
            


    
	
    
	
            
                             (ii) The Collateral Agent shall execute and deliver to CFC, or
              cause to be executed and delivered to CFC, all such proxies,
              powers of attorney and other instruments as CFC may reasonably
              request for the purpose of enabling CFC to exercise the voting
              and/or consensual rights and powers it is entitled to exercise
              pursuant to subparagraph (i) above.
            


    
	
    
	
            
                             (iii) CFC shall be entitled to receive and retain any and all
              interest, principal and other distributions paid on or distributed
              in respect of the Pledged Securities; provided that any
              non-cash interest, principal or other distributions that would
              constitute Pledged Securities if pledged hereunder, and received
              in exchange for Pledged Securities or any part thereof pledged
              hereunder, or in redemption thereof, or as a result of any merger,
              consolidation, acquisition or other exchange of assets to which
              such issuer of Pledged Securities may be a party or otherwise,
              shall be and become part of the Pledged Collateral, and, if
              received by CFC, shall not be commingled by CFC with any of its
              other funds or property but shall be held separate and apart
              therefrom, shall be held in trust for the benefit of the
              Collateral Agent and shall be forthwith delivered to the
              Collateral Agent in the same form as so received (with any
              necessary endorsement).
            


    
	
         
	
                     (b) If an Event of Default shall have occurred and be continuing, then,
      to the extent such rights are suspended by the applicable Farmer Mac
      Notice of Default, all rights of CFC to interest, principal or other
      distributions that CFC is authorized to receive pursuant to
      paragraph (a)(iii) of this Section 2.08 shall cease, and all
      such suspended rights shall thereupon become vested in the Collateral
      Agent, which shall have the sole and exclusive right and authority to
      receive and retain such interest, principal or other distributions. All
      interest, principal or other distributions received by CFC contrary to the
      provisions of this Section 2.08 shall be held in trust for the
      benefit of the Collateral Agent, shall be segregated from other property
      or funds of CFC and shall be forthwith delivered to the Collateral Agent
      in the same form as so received (with any necessary endorsement). Any and
      all money and other property paid over to or received by the Collateral
      Agent pursuant to the provisions of this paragraph (b) shall be retained
      by the Collateral Agent in an account to be established by the Collateral
      Agent upon receipt of such money or other property and shall be applied in
      accordance with the provisions of Section 4.03. After all Events of
      Default have ceased, the Collateral Agent shall promptly repay to CFC
      (without interest) all interest, principal or other distributions that CFC
      would otherwise be permitted to retain pursuant to the terms of paragraph
      (a)(iii) of this Section 2.08 and that remain in such account.

	
          
	
      7

	
          
      

      

    
	
      Pledge Agreement

	
         
	
                     (c) If an Event of Default shall have occurred and be continuing, then,
      to the extent such rights are suspended by the applicable Farmer Mac
      Notice of Default, all rights of CFC to exercise the voting and consensual
      rights and powers it is entitled to exercise pursuant to paragraph (a)(i)
      of this Section 2.08, and the obligations of the Collateral Agent
      under paragraph (a)(ii) of this Section 2.08, shall cease, and
      all such rights shall thereupon become vested in the Collateral Agent,
      which shall have the sole and exclusive right and authority to exercise
      such voting and consensual rights and powers; provided that the
      Collateral Agent shall have the right from time to time during the
      existence of such Event of Default to permit CFC to exercise such rights
      and powers.

	
          
	
                     Section 2.09. Protection of Title; Payment
      of Taxes; Liens, etc. CFC will:

	
         
    
	
      
                         (i) duly and promptly pay and discharge, or cause to be paid and
          discharged, before they become delinquent, all taxes, assessments,
          governmental and other charges lawfully levied, assessed or imposed
          upon or against any of the Pledged Collateral, including the income or
          profits therefrom and the interests of the Collateral Agent in such
          Pledged Collateral;
      


    
	
          
    
	
      
                         (ii) duly observe and conform to all valid requirements of any
          governmental authority imposed upon CFC relative to any of the Pledged
          Collateral, and all covenants, terms and conditions under or upon
          which any part thereof is held;
      


    
	
          
    
	
      
                         (iii) cause to be paid and discharged all lawful claims (including,
          without limitation, income taxes) which, if unpaid, might become a
          lien or charge upon Pledged Collateral; and
      


    
	
            
    
	
      
                         (iv) do all things and take all actions necessary to keep the Lien
          of this Pledge Agreement a first and prior lien upon the Pledged
          Collateral and protect its title to the Pledged Collateral against
          loss by reason of any foreclosure or other proceeding to enforce any
          lien prior to or pari passu with the Lien of this Pledge
          Agreement.
      


    
	
          
	
                     Nothing contained in this Section shall require the payment of any
      such tax, assessment, claim, lien or charge or the compliance with any
      such requirement so long as the validity, application or amount thereof
      shall be contested in good faith; provided, however, that
      CFC shall have set aside on its books such reserves (segregated to the
      extent required by generally accepted accounting principles) as shall be
      deemed adequate with respect thereto as determined by the Board of
      Directors of CFC (or a committee thereof).

	
          
	
                     Section 2.10. Maintenance of Pledged
      Collateral. CFC shall cause the Allowable Amount of Pledged Collateral
      held by the Collateral Agent at all times to be not less than 100% of the
      aggregate principal amount of the Notes outstanding.

	
         
	
      8

	
      

       
      


    
	
      Pledge Agreement

	
         
	
                     Section 2.11.
      Representations,
      Warranties and Covenants. CFC represents, warrants and covenants to
      the Collateral Agent, for the benefit of Farmer Mac, that from the time
      that they are pledged hereunder, and for so long as they are required to
      remain pledged:

	
          
    
	
      
                         (a) except for the Lien hereof and any Lien consented to in writing
          by Farmer Mac, CFC (i) is and will continue to be the direct
          owner, beneficially and of record, of the Pledged Securities from time
          to time pledged hereunder, (ii) holds and will continue to hold
          the same free and clear of all Liens, other than Liens created by this
          Pledge Agreement, (iii) will make no assignment, pledge,
          hypothecation or transfer of, or create or permit to exist any
          security interest in or other Lien on, the Pledged Collateral, other
          than Liens created by this Pledge Agreement and (iv) will defend
          its title or interest thereto or therein against any and all Liens
          (other than the Lien created by this Pledge Agreement), however
          arising, of all Persons whomsoever;
      


    
	
    
	
      
        
                         (b) except for restrictions and limitations imposed by the Note
          Purchase Agreement or securities laws generally, the Pledged
          Securities are and will continue to be freely transferable and
          assignable, and none of the Pledged Securities are or will be subject
          to any restriction of any nature that might prohibit, impair, delay or
          otherwise affect the pledge of such Pledged Securities hereunder, the
          sale or disposition thereof pursuant hereto or the exercise by the
          Collateral Agent of rights and remedies hereunder;
        


      

    
	
    
	
      
        
                         (c) CFC has the power and authority to pledge the Pledged
          Collateral pledged by it hereunder in the manner hereby done or
          contemplated;
        


      

    
	
    
	
      
        
                         (d) no consent or approval of any governmental authority, any
          securities exchange or any other Person was or is necessary to the
          validity of the pledge effected hereby (other than such as have been
          obtained and are in full force and effect); and
        


      

    
	
    
	
      
        
                         (e) by virtue of the execution and delivery by CFC of this Pledge
          Agreement, when any Pledged Securities are delivered to the Collateral
          Agent in accordance with this Pledge Agreement, the Collateral Agent
          will obtain a legal and valid Lien upon and security interest in such
          Pledged Securities as security for the payment and performance of the
          Obligations.
        


      

    
	
            
	
                     Section 2.12. Further Assurances. CFC
      will execute and deliver, or cause to be executed and delivered, all such
      additional instruments and do, or cause to be done, all such additional
      acts as (a) may be necessary or proper, consistent with the Granting
      Clause hereof, to carry out the purposes of this Pledge Agreement and to
      make subject to the Lien hereof any property intended so to be subject or
      (b) may be necessary or proper to transfer to any successor the
      estate, powers, instruments and funds held hereunder and to confirm the
      Lien of this Pledge Agreement. CFC will also cause to be filed, registered
      or recorded any instruments of conveyance, transfer, assignment or 

	
         
	
      9

	
      

       
      


    
	
      Pledge Agreement

	
         
	
       further
      assurance in all offices in which such filing, registering or recording is
      necessary to the validity thereof or to give notice thereof.
	
         
    
	
      ARTICLE III

	
          
	
      
      
      Application of Moneys Included in Pledged Collateral

	
         
	
                     Section 3.01.
      Investment
      of Moneys by Collateral Agent. Any moneys held by the Collateral Agent
      as part of the Pledged Collateral shall, upon CFC Order and as stated
      therein, be invested or reinvested by the Collateral Agent until required
      to be paid out by the Collateral Agent as provided in this Pledge
      Agreement, in any one or more of the following (herein called "Permitted
      Investments"):

	
          
    
	
      
                         (i) obligations of or guaranteed by the United States of America or
          any agency thereof for which the full faith and credit of the United
          States of America or such agency shall be pledged;
      


    
	
      
                         (ii) obligations of any state or municipality, or subdivision or
          agency of either thereof, which are rated AA (or equivalent) or better
          by at least two nationally recognized statistical rating organizations
          or having a comparable rating in the event of any future change in the
          rating system of such agencies;
      


    
	
      
                         (iii) certificates of deposit issued by, or time deposits of, any
          bank or trust company (including the Collateral Agent) organized under
          the laws of the United States of America or any State thereof having
          capital and surplus of not less than $500,000,000 (determined from its
          most recent report of condition, if it publishes such reports at least
          annually pursuant to law or the requirements of Federal or State
          examining or supervisory authority); and
      


    
	
      
                         (iv) commercial paper of bank holding companies or of other issuers
          (excluding CFC) generally rated in the highest category by at least
          two nationally recognized statistical rating organizations and
          maturing not more than one year after the purchase thereof.
      


    
	
                     Unless and until an Event of Default shall have occurred and be
      continuing, any interest received by the Collateral Agent on any such
      investments which shall exceed the amount of accrued interest, if any,
      paid by the Collateral Agent on the purchase thereof, and any profit which
      may be realized from any sale, redemption or maturity of such investments,
      shall be paid to CFC. Such investments shall be held by the Collateral
      Agent as a part of the Pledged Collateral, but upon CFC Order the
      Collateral Agent shall sell all or any designated part of the same, and
      the proceeds of such sale shall be held by the Collateral Agent subject to
      the same provisions hereof as the cash used by it to purchase the
      investments so sold. In case the net proceeds realized upon any sale,
      redemption or maturity shall amount to less than the purchase price paid
      by the Collateral Agent for the purchase of the investments so sold, the
      Collateral Agent shall notify CFC in writing 

	
       
    
	
      10

	
      

    

	
      Pledge Agreement

	
    
	
 thereof, and CFC shall pay to
      the Collateral Agent the amount of the difference between such purchase
      price and the amount so realized, and the amount so paid shall be held by
      the Collateral Agent in like manner and subject to the same conditions as
      the proceeds realized upon such sale. CFC will reimburse the Collateral
      Agent for any brokerage commissions or other expenses incurred by
      the Collateral Agent in connection with the purchase or sale of such
      investments. The Collateral Agent may aggregate such costs and expenses of
      and such receipts from such investments on a monthly basis (or such other
      periodic basis as CFC and the Collateral Agent may agree in writing from
      time to time) so as to net each against the other during such period and
      pay to CFC amounts due to it or notify CFC of amounts due from it on a net
      basis for such period.
	
          
	
                     Section 3.02.
      Collateral
      Agent To Retain Moneys During Event of Default. If an Event of Default
      shall have occurred and be continuing, moneys held by the Collateral Agent
      as a part of the Pledged Collateral shall not be paid over to CFC upon CFC
      Order except pursuant to Section 4.03.

	
         
	
      ARTICLE IV

	
          
	
      
      
      Remedies

	
          
	
                     Section 4.01.
      Events
      of Default. "Event of Default", wherever used herein,
      means any "Event of Default" as defined in Sections 7.01(a)
      of the Note Purchase Agreement, provided that, for the purposes
      of this Pledge Agreement:

	
         
    
	
      
                         (a) the Collateral Agent shall not be
          required to recognize that an Event of Default exists before such time
          as the Collateral Agent receives a Farmer Mac Notice or CFC Notice
          stating that an Event of Default exists and specifying the particulars
          of such default in reasonable detail; and
      


    
	
      
                         (b) the Collateral Agent shall not be
          required to recognize that an Event of Default has ceased until (i)
          such time as the Collateral Agent receives a Farmer Mac Notice
          stipulating that such event has ceased to exist; or (ii) 30 days after
          receipt by the Collateral Agent of a CFC Notice stipulating that such
          event has ceased to exist, provided that the Collateral Agent
          does not receive a Farmer Mac Notice within such timeframe disputing
          the cessation of such Event of Default, and further provided that
          no additional Farmer Mac Notice of Default shall have been received in
          respect of any other subsisting Event(s) of Default. Upon receipt of
          any CFC Notice under subparagraph (ii) of this Subsection, the
          Collateral Agent shall provide a copy of such CFC Notice to Farmer
          Mac.
      


    
	
          
	
                     Section 4.02.
      Remedies
      upon Default. If an Event of Default shall have occurred and be
      continuing, Farmer Mac may issue a notice (a "Farmer Mac Notice of
      Default"), which may be combined with the notice provided under
      Section 4.01(b), suspending the rights of CFC under Section 2.08
      in part without suspending all such rights (as specified by Farmer Mac in
      its sole and absolute  

	
         
	
      11

	
      

    

	
      Pledge Agreement

	
         
	
       discretion) without waiving or otherwise affecting
      Farmer Mac's rights to give additional Farmer Mac Notices of Default from
      time to time suspending other rights under Section 2.08 so
      long as an Event of Default has occurred and is continuing. Subject to
      paragraph (b) of this Section 4.02, upon cessation of an Event of
      Default, all rights of CFC suspended under the applicable Farmer Mac
      Notice of Default shall revest in CFC.
	
         
	
                     (a) Upon the occurrence of an Event of Default, the Collateral Agent
      shall, for the benefit and at the direction of Farmer Mac, have the right
      to exercise any and all rights afforded to a secured party under the
      Uniform Commercial Code or other applicable law. Without limiting the
      generality of the foregoing, CFC agrees that the Collateral Agent shall
      have the right, but only if so instructed by a Farmer Mac Order and
      subject to the requirements of applicable law and the Collateral Agent's
      right (in its sole and absolute discretion) to receive indemnification or
      other reasonable assurances that its costs and expenses in connection
      therewith will be paid, to sell or otherwise dispose of all or any part of
      the Pledged Collateral at a public or private sale or at any broker's
      board or on any securities exchange, for cash, upon credit or for future
      delivery as the Collateral Agent shall deem appropriate. The Collateral
      Agent shall be authorized at any such sale of securities (if it deems it
      advisable to do so) to restrict the prospective bidders or purchasers to
      Persons who will represent and agree that they are purchasing the Pledged
      Collateral for their own account for investment and not with a view to the
      distribution or sale thereof, and upon consummation of any such sale the
      Collateral Agent shall have the right to assign, transfer and deliver to
      the purchaser or purchasers thereof the Pledged Collateral so sold. Each
      such purchaser at any sale of Pledged Collateral shall hold the property
      sold absolutely, free from any claim or right on the part of CFC, and CFC
      hereby waives (to the extent permitted by law) all rights of redemption,
      stay and appraisal which CFC now has or may at any time in the future have
      under any rule of law or statute now existing or hereafter enacted.

	
        
    
	
                     (b) The Collateral Agent shall give CFC 10 days' written notice
      (which CFC agrees is reasonable notice within the meaning of
      Section 9-611 of the Uniform Commercial Code or its equivalent in
      other jurisdictions) of the Collateral Agent's intention to make any sale
      of Pledged Collateral. Such notice, in the case of a public sale, shall
      state the time and place for such sale and, in the case of a sale at a
      broker's board or on a securities exchange, shall state the board or
      exchange at which such sale is to be made and the day on which the
      Collateral, or portion thereof, will first be offered for sale at such
      board or exchange. Any such public sale shall be held at such time or
      times within ordinary business hours and at such place or places as the
      Collateral Agent may fix and state in the notice (if any) of such sale. At
      any such sale, the Pledged Collateral, or portion thereof, to be sold may
      be sold in one lot as an entirety or in separate parcels, as the
      Collateral Agent may (in its sole and absolute discretion) determine. The
      Collateral Agent shall not be obligated to make any sale of any Pledged
      Collateral if it shall determine not to do so, regardless of the fact that
      notice of sale of such Pledged Collateral shall have been given. The
      Collateral Agent may, without notice or publication, adjourn any public or
      private sale or cause the same to be adjourned from time to time by
      announcement at the time and place fixed for sale, and such sale may, 

	
          
	
      12

	
      

    

	
      Pledge Agreement

	
         
	
      without further notice, be made at the time and place to which the same
      was so adjourned. In case any sale of all or any part of the Pledged
      Collateral is made on credit or for future delivery, the Pledged
      Collateral so sold may be retained by the Collateral Agent until the sale
      price is paid by the purchaser or purchasers thereof, but the Collateral
      Agent shall not incur any liability in case any such purchaser or
      purchasers shall fail to take up and pay for the Pledged Collateral so
      sold and, in case of any such failure, such Pledged Collateral may be sold
      again upon like notice. At any public (or, to the extent permitted by law,
      private) sale made pursuant to this Pledge Agreement, Farmer Mac may bid
      for or purchase, free (to the extent permitted by law) from any right of
      redemption, stay, valuation or appraisal on the part of CFC (all said
      rights being also hereby waived and released to the extent permitted by
      law), the Pledged Collateral or any part thereof offered for sale and may
      make payment on account thereof by using any claim then due and payable to
      Farmer Mac from CFC as a credit against the purchase price, and Farmer Mac
      may, upon compliance with the terms of sale, hold, retain and dispose of
      such property without further accountability to Pledged Collateral
      therefor. For purposes hereof, a written agreement to purchase the Pledged
      Collateral or any portion thereof shall be treated as a sale thereof; the
      Collateral Agent shall be free to carry out such sale pursuant to such
      agreement and CFC shall not be entitled to the return of the Pledged
      Collateral or any portion thereof subject thereto, notwithstanding the
      fact that after the Collateral Agent shall have entered into such an
      agreement all Events of Default shall have been remedied and the
      Obligations paid in full. As an alternative to exercising the power of
      sale herein conferred upon it, the Collateral Agent may proceed by a suit
      or suits at law or in equity to foreclose this Pledge Agreement and to
      sell the Collateral or any portion thereof pursuant to a judgment or
      decree of a court or courts having competent jurisdiction or pursuant to a
      proceeding by a court-appointed receiver. Any sale pursuant to the
      provisions of this Section 4.02 shall be deemed to conform to the
      commercially reasonable standards as provided in Section 9-610(b) of
      the Uniform Commercial Code or its equivalent in other jurisdictions.
	
         
	
                     Section 4.03.
      Application
      of Proceeds. The Collateral Agent shall apply the proceeds of any
      collection or sale of Pledged Collateral, including any Pledged Collateral
      consisting of cash, as follows:

	    
	
                     FIRST, to the payment of all reasonable
      costs and expenses incurred by the Collateral Agent in connection with or
      reasonably related or reasonably incidental to such collection or sale or
      otherwise in connection with or related or incidental to this Pledge
      Agreement or any of the Obligations, including all court costs and the
      reasonable fees and expenses of its agents and legal counsel, the
      repayment of all advances made by the Collateral Agent (in its sole
      discretion) hereunder on behalf of CFC and any other reasonable costs or
      expenses incurred in connection with the exercise of any right or remedy
      hereunder;

	    
	
                     SECOND, to the payment to Farmer Mac in
      full of the Obligations; such payment to be for an amount certified
      in a Farmer Mac Notice delivered to the Collateral Agent as being the
      amount due and owing to Farmer Mac under the Obligations; and

	   
	
      13

	
      

    

	
      Pledge Agreement

	  
	
                     THIRD, to CFC, its successors or assigns,
      or as a court of competent jurisdiction may otherwise direct.

	
          
	
      Upon any sale of the Pledged Collateral by the Collateral Agent
      (including pursuant to a power of sale granted by statute or under a
      judicial proceeding), the receipt of the Collateral Agent or of the
      officer making the sale shall be a sufficient discharge to the purchaser
      or purchasers of the Pledged Collateral so sold and such purchaser or
      purchasers shall not be obligated to see to the application of any part of
      the purchase money paid over to the Collateral Agent or such officer or be
      answerable in any way for the misapplication thereof.

	
         
	
                     Section 4.04.
      Securities
      Act. In view of the position of CFC in relation to the Pledged
      Collateral, or because of other current or future circumstances, a
      question may arise under the Securities Act of 1933, as now or hereafter
      in effect, or any similar statute hereafter enacted analogous in purpose
      or effect (such Act and any such similar statute as from time to time in
      effect being called the "Federal Securities Laws") with
      respect to any disposition of the Pledged Collateral permitted hereunder.
      CFC understands that compliance with the Federal Securities Laws might
      very strictly limit the course of conduct of the Collateral Agent if the
      Collateral Agent were to attempt to dispose of all or any part of the
      Pledged Collateral, and might also limit the extent to which or the manner
      in which any subsequent transferee of any Pledged Collateral could dispose
      of the same. Similarly, there may be other legal restrictions or
      limitations affecting the Collateral Agent in any attempt to dispose of
      all or part of the Pledged Collateral under applicable Blue Sky or other
      state securities laws or similar laws analogous in purpose or effect. CFC
      recognizes that in light of such restrictions and limitations the
      Collateral Agent may, with respect to any sale of the Pledged Collateral,
      limit the purchasers to those who will agree, among other things, to
      acquire such Pledged Collateral for their own account, for investment, and
      not with a view to the distribution or resale thereof. CFC acknowledges
      and agrees that in light of such restrictions and limitations, the
      Collateral Agent, in its sole and absolute discretion (a) may proceed
      to make such a sale whether or not a registration statement for the
      purpose of registering such Pledged Collateral or part thereof shall have
      been filed under the Federal Securities Laws and (b) may approach and
      negotiate with a single potential purchaser to effect such sale. CFC
      acknowledges and agrees that any such sale might result in prices and
      other terms less favorable to the seller than if such sale were a public
      sale without such restrictions. In the event of any such sale, the
      Collateral Agent shall incur no responsibility or liability for selling
      all or any part of the Pledged Collateral at a price that the Collateral
      Agent, in its sole and absolute discretion, may in good faith deem
      reasonable under the circumstances, notwithstanding the possibility that a
      substantially higher price might have been realized if the sale were
      deferred until after registration as aforesaid or if more than a single
      purchaser were approached. The provisions of this Section 4.04 will
      apply notwithstanding the existence of a public or private market upon
      which the quotations or sales prices may exceed substantially the price at
      which the Collateral Agent sells.

	
         
	
      14

	
      

    

	
      Pledge Agreement
    

	
         
	
      ARTICLE V

	
          
	
      
      The Collateral Agent

	
    
	
                     Section 5.01.
      Certain
      Duties and Responsibilities.  (a) At all times under this Pledge Agreement:

	
          
    
	
      
                         (i) the Collateral Agent undertakes to perform such duties and only
          such duties as are specifically set forth in this Pledge Agreement,
          and no implied covenants or obligations shall be read into this Pledge
          Agreement against the Collateral Agent; and
      


    
	
      
                         (ii) in the absence of bad faith on its
          part, the Collateral Agent may conclusively rely, as to the truth of
          the statements and the correctness of the opinions expressed therein,
          upon certificates or opinions furnished to the Collateral Agent and
          substantially conforming to the requirements of this Pledge Agreement;
          but in the case of any such certificates or opinions which by any
          provision hereof are specifically required to be furnished to the
          Collateral Agent the Collateral Agent shall be under a duty to examine
          the same to determine whether or not they substantially conform to the
          requirements of this Pledge Agreement.
      


    
	
                     (b) No provision of this Pledge Agreement shall be construed to relieve
      the Collateral Agent from liability for its own grossly negligent action,
      its own grossly negligent failure to act, or its own willful misconduct,
      except that:

	
         
    
	
      
                         (i) this Subsection shall not be construed to limit the effect of
          Subsection (a) of this Section;
      


    
	
      
                         (ii) the Collateral Agent shall not be liable for any error of
          judgment made in good faith, unless it shall be proved that the
          Collateral Agent was grossly negligent in ascertaining the pertinent
          facts; and
      


    
	
      
                         (iii) no provision of this Pledge Agreement shall require the
          Collateral Agent to expend or risk its own funds or otherwise incur
          any financial liability in the performance of any of its duties
          hereunder, or in the exercise of any of its rights or powers, if it
          shall have reasonable grounds for believing that repayment of such
          funds or adequate indemnity against such risk or liability is not
          reasonably assured to it.
      


    
	
         
	
                     (c) Whether or not therein expressly so provided, every provision of
      this Pledge Agreement relating to the conduct or affecting the liability
      of or affording protection to the Collateral Agent shall be subject to the
      provisions of this Section.

	
          
	
      15

	
      

    

	
      Pledge Agreement

	
         
	
                     Section 5.02. Certain Rights of Collateral
      Agent. Except as otherwise provided in Section 5.01:

	
          
    
	
        
                         (a) the Collateral Agent may rely and shall be protected in acting
          or refraining from acting upon any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture or other paper or document believed by it to be
          genuine and to have been signed or presented by the proper party or
          parties;
        


    
	
        
                         (b) any request or direction of CFC mentioned herein shall be
          sufficiently evidenced by a CFC Notice or CFC Order;
        


    
	
        
                         (c) any request or direction of Farmer Mac mentioned herein shall
          be sufficiently evidenced by a Farmer Mac Notice or Farmer Mac Order;
        


    
	
        
                         (d) whenever in the administration of this Pledge Agreement the
          Collateral Agent shall deem it desirable that a matter be proved or
          established prior to taking, suffering or omitting any action
          hereunder, the Collateral Agent (unless other evidence be herein
          specifically prescribed) may, in the absence of bad faith on its part,
          rely upon an Officers' Certificate in the case of CFC, and a
          certificate signed by any Vice President of Farmer Mac in the case of
          Farmer Mac;
        


    
	
        
                         (e) the Collateral Agent may consult with counsel and the advice of
          such counsel shall be full and complete authorization and protection
          in respect of any action taken, suffered or omitted by it hereunder in
          good faith and in reliance thereon;
        


    
	
        
                         (f) the Collateral Agent shall be under no obligation to exercise
          any of the rights or powers vested in it by this Pledge Agreement at
          the request or direction of either CFC or Farmer Mac pursuant to this
          Pledge Agreement, unless such party shall have offered to the
          Collateral Agent reasonable security or indemnity against the costs,
          expenses and liabilities which might be incurred by it in compliance
          with such request or direction;
        


    
	
        
                         (g) the Collateral Agent shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture or other paper or document,
          or to recompute, verify, reclassify or recalculate any information
          contained therein, but the Collateral Agent, in its sole and absolute
          discretion, may make such further inquiry or investigation into such
          facts or matters as it may see fit, and, if the Collateral Agent shall
          determine to make such further inquiry or investigation, it shall be
          entitled to examine the books, records and premises of CFC, personally
          or by agent or attorney;
        


    
	
        
                         (h) the Collateral Agent may execute any of the powers hereunder or
          perform any duties hereunder either directly or by or through agents
          or attorneys 
        


    
	
         
    
	
      16
    

	
      

    

	
      Pledge Agreement
    

	
   
    
	
 and the Collateral Agent shall not be responsible for any
          misconduct or negligence on the part of any agent or attorney
          appointed with due care by it hereunder;
    
	
          
    
	
        
                         (i) unless explicitly stated herein to the contrary, the Collateral
          Agent shall have no duty to inquire as to the performance of CFC's
          covenants herein. In addition, the Collateral Agent shall not be
          deemed to have knowledge of any Event of Default unless the Collateral
          Agent has received a Farmer Mac Notice in accordance with
          Section 4.01(a), and shall not be deemed to have knowledge of the
          cessation of the same until such time as it receives a CFC Notice in
          accordance with Section 4.01(b); and
        


    
	
        
                         (j) unless explicitly stated herein to the contrary, the Collateral
          Agent shall have no obligation to take any action with respect to any
          Event of Default until it has received a Farmer Mac Notice applicable
          to such event in accordance with Section 4.01(a), and the
          Collateral Agent shall have no liability for any action or inaction
          taken, suffered or omitted in respect of any such event by it prior to
          such time as the applicable Farmer Mac Notice is delivered. Similarly,
          the Collateral Agent shall have no obligation to take any action with
          respect to the cessation of an Event of Default until it has received
          a CFC Notice applicable to such event in accordance in accordance with
          Section 4.01(b), and the Collateral Agent shall have no liability
          for any action or inaction taken, suffered or omitted in respect of
          any such event by it prior to such time as the applicable CFC Notice
          is delivered.
        


    
	
                     Section 5.03. Money Held by Collateral
      Agent. Money held by the Collateral Agent hereunder need not be
      segregated from other funds except to the extent required by law. The
      Collateral Agent shall have no liability to pay interest on or (except as
      expressly provided herein) invest any such moneys.

	
         
	
                     Section 5.04.
      Compensation
      and Reimbursement. CFC agrees:

	
          
    
	
      
                         (i) to pay to the Collateral Agent from time to time reasonable
          compensation for all services rendered by it hereunder;
      


    
	
      
                         (ii) except as otherwise expressly provided herein, to reimburse
          the Collateral Agent upon its request for all reasonable expenses,
          out-of-pocket costs, disbursements and advances incurred or made by
          the Collateral Agent in accordance with any provision of this Pledge
          Agreement (including the reasonable compensation and the expenses and
          disbursements of its agents and counsel), except to the extent any
          such expense, disbursement or advance may be attributable to its gross
          negligence or bad faith; and
      


    
	
      
                         (iii) to indemnify the Collateral Agent for, and to defend and hold
          it harmless against, any loss, liability or expense incurred without
          gross negligence or bad faith on its part, arising out of or in
          connection with the acceptance or administration of this Pledge
          Agreement or the performance of its duties 
      


    
	
      17

	
      

    

	
      Pledge Agreement
    

	
         
    
	
      
         hereunder, including the
          costs and expenses of defending itself against any claim or liability
          in connection with the exercise or performance of any of its powers or
          duties hereunder, except to the extent such loss, liability or expense
          may be attributable to its gross negligence or bad faith; provided,
          however, that CFC shall have no liability under this clause for
          any settlement of any litigation or other dispute effected without the
          prior written consent of CFC (such consent not to be unreasonably
          withheld).

      

    
	
                     (b) Any such amounts payable as provided hereunder shall be additional
      Obligations secured by the Lien hereof. The provisions of this
      Section 5.04 shall remain operative and in full force and effect
      regardless of the termination of this Pledge Agreement or the Note
      Purchase Agreement, the consummation of the transactions contemplated
      hereby, the repayment of any of the Obligations, the invalidity or
      unenforceability of any term or provision of this Pledge Agreement or the
      Note Purchase Agreement, or any investigation made by or on behalf of the
      Collateral Agent or Farmer Mac. All amounts due under this
      Section 5.04 shall be payable on written demand therefor.

	
          
	
                     Section 5.05.
      Corporate
      Collateral Agent Required; Eligibility. There shall at all times be a
      Collateral Agent hereunder which shall be a corporation or association
      organized and doing business under the laws of the United States of
      America or of any State, authorized under such laws to exercise corporate
      trust powers, having a combined capital and surplus of at least
      $50,000,000, subject to supervision or examination by Federal or State
      authority. If such corporation publishes reports of condition at least
      annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this Section,
      the combined capital and surplus of such corporation shall be deemed to be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. Neither CFC nor any Person directly or indirectly
      controlling, controlled by or under common control with CFC shall serve as
      Collateral Agent hereunder. If at any time the Collateral Agent shall
      cease to be eligible in accordance with the provisions of this Section, it
      shall resign immediately in the manner and with the effect hereinafter
      specified in this Article.

	
         
	
                     Section 5.06. Resignation and Removal;
      Appointment of Successor.  (a) No resignation or removal of the Collateral
      Agent and no appointment of a successor Collateral Agent pursuant to this
      Article shall become effective until the acceptance of appointment by the
      successor Collateral Agent under Section 5.07.

	
            
	
      
                     (b) The Collateral Agent may resign at any time by giving written
      notice thereof to CFC. If an instrument of acceptance by a successor
      Collateral Agent shall not have been delivered to the Collateral Agent
      within 30 days after the giving of such notice of resignation, the
      resigning Collateral Agent may petition any court of competent
      jurisdiction for the appointment of a successor Collateral Agent.
      


    
	
         
	
      18

	
      

    

	
    
	
      Pledge Agreement
    

	
        
    
	
      
      
           (c) If at any time:
      


      

    
	
        
                         (i) except if an Event of Default has occurred and is continuing,
          CFC, in its sole and absolute discretion, elects to remove the
          Collateral Agent; or
        


    
	
        
                         (ii) the Collateral Agent shall cease to be eligible under
          Section 5.05 or shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent or a receiver of the Collateral Agent
          or of its property shall be appointed or any public officer shall take
          charge or control of the Collateral Agent or of its property or
          affairs for the purpose of rehabilitation, conservation or
          liquidation,
        


    
	
         
	
      then, in any such case, CFC may remove the Collateral Agent by delivery
      of a CFC Order to that effect.

	
       
    
	
      
                     (d) If the Collateral Agent shall resign, be removed or become
      incapable of acting, or if a vacancy shall occur in the office of
      Collateral Agent for any cause, CFC shall promptly appoint a successor
      Collateral Agent by delivering a CFC Notice to the retiring Collateral
      Agent, the successor Collateral Agent and Farmer Mac to such effect.
      


    
	
                     Section 5.07.
      Acceptance
      of Appointment by Successor. Every successor Collateral Agent
      appointed hereunder shall execute, acknowledge and deliver to CFC, Farmer
      Mac and to the retiring Collateral Agent an instrument accepting such
      appointment, and thereupon the resignation or removal of the retiring
      Collateral Agent shall become effective and such successor Collateral
      Agent, without any further act, deed or conveyance, shall become vested
      with all the rights, powers, trusts and duties of the retiring Collateral
      Agent; but, on request of CFC, Farmer Mac or the successor Collateral
      Agent, such retiring Collateral Agent shall, upon payment of its charges,
      execute and deliver an instrument transferring to such successor
      Collateral Agent all the rights, powers and trusts of the retiring
      Collateral Agent, and shall duly assign, transfer and deliver to such
      successor Collateral Agent all property and money held by such retiring
      Collateral Agent hereunder, subject nevertheless to its Lien, if any,
      provided for in Section 5.04. Upon request of any such successor
      Collateral Agent, CFC shall execute any and all instruments for more fully
      and certainly vesting in and confirming to such successor Collateral Agent
      all such rights, powers and trusts.

	
         
	
                     No successor Collateral Agent shall accept its appointment unless at
      the time of such acceptance such successor Collateral Agent shall be
      eligible under Section 5.05 hereof.

	
          
	
                     Section 5.08. Merger, Conversion,
      Consolidation or Succession to Business. Any corporation into which
      the Collateral Agent may be merged or converted or with which it may be
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Collateral Agent shall be a party, or any
      corporation succeeding to all or substantially all of the corporate trust
      business of the Collateral Agent, shall be the successor of the Collateral
      Agent hereunder, provided 

	
          
	
      19

	
      

    

	
      Pledge Agreement
    

	
         
	
       such corporation shall be eligible under
      Section 5.05 hereof without the execution or filing of any paper or
      any further act on the part of any of the parties hereto.
	
        
    
	
      ARTICLE VI
	
       
    
	
      
      
      Miscellaneous

	
        
    
	
                     Section 6.01.
      Notices.
      All notices and other communications hereunder to be made to any party
      shall be in writing and shall be addressed as specified in
      Schedule II attached hereto as appropriate. The address, telephone
      number, or facsimile number for any party may be changed at any time and
      from time to time upon written notice given by such changing party to the
      other parties hereto. A properly addressed notice or other communication
      shall be deemed to have been delivered at the time it is sent by facsimile
      (fax) transmission to the party or parties to which it is given.

	
         
	
                     (a) All CFC Notices and CFC Orders delivered to the Collateral Agent
      shall be contemporaneously copied to Farmer Mac by CFC; all Farmer Mac
      Notices and Farmer Mac Orders delivered to the Collateral Agent shall be
      contemporaneously copied by Farmer Mac to CFC; and all Collateral Agent
      notices delivered to either CFC or Farmer Mac shall be contemporaneously
      copied to the other such party by the Collateral Agent.

	
         
	
                     Section 6.02.
      Waivers;
      Amendment.  (a) No failure or delay by a party in exercising any right or
      power hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any
      other or further exercise thereof or the exercise of any other right or
      power. The rights and remedies of each party hereunder are cumulative and
      are not exclusive of any rights or remedies that such party would
      otherwise have. No waiver of any provision of this Pledge Agreement or
      consent to any departure by any party therefrom shall in any event be
      effective unless the same shall be permitted by paragraph (b) of this
      Section 6.02, and then such waiver or consent shall be effective only
      in the specific instance and for the purpose for which given. No notice or
      demand on any party in any case shall entitle any party to any other or
      further notice or demand in similar or other circumstances.

	
          
	
                     (b) Neither this Pledge Agreement nor any provision hereof may be
      waived, amended or modified except pursuant to an agreement or agreements
      in writing entered into by CFC, the Collateral Agent and Farmer Mac.

	
         
	
                     Section 6.03. Successors and Assigns.
      Whenever in this Pledge Agreement any of the parties hereto is referred
      to, such reference shall be deemed to include the successors and assigns
      of such party; and all covenants, promises and agreements by or on behalf
      of CFC, the Collateral Agent or Farmer Mac that are contained in this
      Pledge Agreement shall bind and inure to the benefit of their respective
      successors and assigns.

	
    
	
      20

	
      

    

	
      Pledge Agreement
    

	
         
	
                     Section 6.04. Counterparts; Effectiveness.
      This Pledge Agreement may be executed in counterparts, each of which shall
      constitute an original but all of which when taken together shall
      constitute a single contract. Delivery of an executed signature page to
      this Pledge Agreement by facsimile transmission shall be as effective as
      delivery of a manually signed counterpart of this Pledge Agreement.

	
         
	
                     Section 6.05. Severability. Any
      provision of this Pledge Agreement held to be invalid, illegal or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be
      ineffective to the extent of such invalidity, illegality or
      unenforceability without affecting the validity, legality and
      enforceability of the remaining provisions hereof; and the invalidity of a
      particular provision in a particular jurisdiction shall not invalidate
      such provision in any other jurisdiction. The parties shall endeavor in
      good-faith negotiations to replace the invalid, illegal or unenforceable
      provisions with valid provisions the economic effect of which comes as
      close as possible to that of the invalid, illegal or unenforceable
      provisions.

	
          
	
                     Section 6.06.
      GOVERNING
      LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO
      THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE STATE OF NEW YORK.

	
       
    
	
                     Section 6.07.
      WAIVER
      OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
      ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
      THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
      BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
      (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
      PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
      (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
      INDUCED TO ENTER INTO THIS PLEDGE AGREEMENT BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.07.

	
          
	
                     Section 6.08. Headings. Article and
      Section headings and the Table of Contents used herein are for
      convenience of reference only, are not part of this Pledge Agreement and
      are not to affect the construction of, or to be taken into consideration
      in interpreting, this Pledge Agreement.

	
          
	
                     Section 6.09. Security Interest Absolute.
      All rights of the Collateral Agent and/or Farmer Mac hereunder, the grant
      of a security interest in the Pledged Collateral and all obligations of
      CFC hereunder shall be absolute and unconditional irrespective of
      (a) any lack of validity or enforceability of the Note Purchase 

	
          
	
      21

	
      

    

	
      Pledge Agreement
    

	
       
    
	
      
      Agreement, any Note, any agreement with respect to any of the Obligations
      or any other agreement or instrument relating to any of the foregoing,
      (b) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations, or any other amendment or
      waiver of or any consent to any departure from the Note Purchase
      Agreement, any Note or any other agreement or instrument, (c) any
      exchange, release or non-perfection of any Lien on other collateral, or
      any release or amendment or waiver of or consent under or departure from
      any guarantee, securing or guaranteeing all or any of the Obligations, or
      (d) any other circumstance that might otherwise constitute a defense
      available to, or a discharge of, CFC in respect of the Obligations or this
      Pledge Agreement.
	
          
	
                     Section 6.10.
      Termination
      or Release.  (a) This Pledge Agreement shall terminate on the date when the
      Collateral Agent receives a Farmer Mac Notice to the effect that all of
      the Obligations have been indefeasibly paid in full, and at such time the
      Lien hereof shall be released.

	
        
    
	
                     (b) Upon any withdrawal, substitution or other disposal by CFC of any
      Pledged Collateral that is permitted by the terms of this Pledge
      Agreement, or upon the effectiveness of any written consent to the release
      of the security interest granted hereby in any Pledged Collateral, the
      Lien hereof securing such Pledged Collateral shall be automatically
      released.

	
         
	
                     (c) In connection with any termination or release pursuant to
      paragraph (a) or (b) the Collateral Agent shall deliver to CFC the
      Pledged Collateral and shall execute and deliver to CFC, at CFC's expense,
      all documents that CFC shall reasonably request to evidence such
      termination or release. Any execution and delivery of documents pursuant
      to this Section 6.10 shall be without recourse to or warranty by the
      Collateral Agent.

	
         
	
      Section 6.11. Collateral Agent Appointed
      Attorney-in-Fact. CFC hereby appoints the Collateral Agent the
      attorney-in-fact of CFC for the purpose of, upon the occurrence and during
      the continuance of an Event of Default, carrying out the provisions of
      this Pledge Agreement with respect to the Pledged Collateral and taking
      any action and executing any instrument that the Collateral Agent may deem
      necessary or advisable to accomplish the purposes hereof, which
      appointment is irrevocable and coupled with an interest but is subject
      nevertheless to the terms and conditions of this Pledge Agreement. Without
      limiting the generality of the foregoing, the Collateral Agent shall have
      the right, upon the occurrence and during the continuance of an Event of
      Default, with full power of substitution either in the Collateral Agent's
      name or in the name of CFC (a) to receive, endorse, assign and/or
      deliver any and all notes, acceptances, checks, drafts, money orders or
      other evidences of payment relating to the Pledged Collateral or any part
      thereof; (b) to demand, collect, receive payment of, give receipt for
      and give discharges and releases of all or any of the Pledged Collateral;
      (c) to commence and prosecute any and all suits, actions or
      proceedings at law or in equity in any court of competent jurisdiction to
      collect or otherwise realize on all or any of the Pledged Collateral or to
      enforce any rights in respect of any Pledged Collateral; (d) to 
	
       
    
	
      22

	
      

    

	
      Pledge Agreement
    

	
          
	
      settle, compromise, compound, adjust or defend any actions, suits or
      proceedings relating to all or any of the Pledged Collateral; (e) to
      notify, or to require CFC to notify, obligors under Pledged Securities to
      make payment directly to the Collateral Agent; and (f) subject to the
      second sentence of Section 4.02(a), to use, sell, assign, transfer,
      pledge, make any agreement with respect to or otherwise deal with all or
      any of the Pledged Collateral, and to do all other acts and things
      necessary to carry out the purposes of this Pledge Agreement, as fully and
      completely as though the Collateral Agent were the absolute owner of the
      Pledged Collateral for all purposes; provided that nothing herein
      contained shall be construed as requiring or obligating the Collateral
      Agent to make any commitment or to make any inquiry as to the nature or
      sufficiency of any payment received by the Collateral Agent, or to present
      or file any claim or notice, or to take any action with respect to the
      Pledged Collateral or any part thereof or the moneys due or to become due
      in respect thereof or any property covered thereby. The Collateral Agent
      and Farmer Mac shall be accountable only for amounts actually received as
      a result of the exercise of the powers granted to them herein, and neither
      they nor their officers, directors, employees or agents shall be
      responsible to CFC for any act or failure to act hereunder, except for
      their own gross negligence or willful misconduct.

	
         
	
      23







  
               IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to
be duly executed, all as of the day and year first above written.

  



 


	
      FEDERAL AGRICULTURAL

      MORTGAGE CORPORATION,

	
               by
    

	 	
                 
      /s/ Henry D. Edelman
    

	 	
      Name:  Henry D. Edelman

	 	
      Title:    President





 


	
      NATIONAL RURAL UTILITIES COOPERATIVE FINANCIAL CORPORATION,

	
               by
    

	 	
                  
      /s/ Steven L. Lilly

	 	
      Name:   Steven L. Lilly

	 	
      Title:     Sr. Vice President & Chief Financial
      Officer





 


	
      U.S. BANK TRUST NATIONAL ASSOCIATION,

	
               by
    

	 	
               
       /s/ Beverly A. Freeney

    
	 	
      Name: Beverly A. Freeney

	 	
      Title:   Vice President





 

[Signature Page to Pledge Agreement]







SCHEDULE I

TO

PLEDGE AGREEMENT


Agreed Eligible Members


	
      Name

	
      Franklin Electric Cooperative

	
      Craighead Electric Cooperative Corporation

	
      Farmers Electric Cooperative Corp.

	
      Woodruff Electric Coop. Corp.

	
      Carroll Electric Cooperative Corp.

	
      Clay County Electric Cooperative Corporation

	
      North Arkansas Electric Cooperative, Inc.

	
      San Luis Valley R.E.C., Inc.

	
      Morgan County Rural Elect. Assn.

	
      Southeast Colorado Power Assn.

	
      Highline Electric Association

	
      Mountain View Electric Assn.

	
      Y-W Electric Association, Inc.

	
      K.C. Electric Association, Inc.

	
      Delaware Electric Cooperative, Inc.

	
      Peace River Electric Coop., Inc.

	
      Glades Electric Cooperative, Inc.

	
      Satilla R.E.M.C.

	
      Mitchell E.M.C.

	
      Eastern Iowa Light and Power Cooperative

	
      Harrison County Rural Electric Cooperative

	
      Nishnabotna Valley R.E.C.

	
      Maquoketa Valley Rural Electric Cooperative

	
      Pella Cooperative Electric Association

	
      Hawkeye Tri-County Electric Coop.

	
      T.I.P. Rural Electric Cooperative

	
      Access Energy Cooperative

	
      Allamakee-Clayton Elec. Coop., Inc.

	
      Clarke Electric Cooperative, Inc.

	
      Chariton Valley Electric Cooperative, Inc.

	
      Iowa Lakes Electric Cooperative

	
      Midland Power Cooperative

	
      Clearwater Power Company

	
      Raft River R.E.C.

	
      Fall River R.E.C., Inc.

	
      Wayne-White Counties Electric Cooperative

	
      Coles-Moultrie Electric Cooperative
	
         
	
      

       


	
      Illinois Rural Electric Cooperative

	
      Menard Electric Cooperative

	
      Rural Electric Convenience Cooperative Co.

	
      Adams Electric Cooperative

	
      McDonough Power Cooperative

	
      Egyptian Electric Cooperative Association

	
      Southeastern Illinois Electric Cooperative

	
      Corn Belt Energy Corporation

	
      Spoon River Electric Cooperative, Inc.

	
      M.J.M. Electric Cooperative, Inc.

	
      Southern Illinois Electric Cooperative

	
      Jo-Carroll Energy Inc.

	
      Southwestern Electric Cooperative, Inc.

	
      Clay Electric Co-operative, Inc.

	
      Eastern Illini Electric Cooperative

	
      Warren County Rural Electric Membership Co

	
      Jay County Rural Electric Membership Corporation

	
      Southeastern Indiana Rural Electric Member

	
      Kankakee Valley Rural Electric Membership

	
      Southern Indiana Rural Electric Cooperative

	
      United Rural Electric Membership Corporation

	
      The Brown-Atchison Electric Cooperative As

	
      Sumner-Cowley Electric Cooperative, Inc.

	
      The D. S. & O. Rural Electric Cooperative

	
      The Sedgwick County Electric Cooperative A

	
      Butler Rural Electric Cooperative Association

	
      Kaw Valley Electric Cooperative, Inc

	
      Flint Hills R.E.C.A., Inc.

	
      Prairie Land Electric Cooperative

	
      Nemaha-Marshall E.C.A.

	
      Ark Valley Electric Cooperative

	
      Ninnescah Rural E.C.A.

	
      The Caney Valley Electric Cooperative Association

	
      Leavenworth-Jefferson Electric Cooperative

	
      Western Cooperative Electric Assn.

	
      Victory Electric Coop. Assn

	
      Wheatland Electric Coop., Inc.

	
      Midwest Energy, Inc.

	
      Lyon-Coffey Electric Coop., Inc.

	
      Heartland Rural Electric Cooperative, Inc.

	
      Rolling Hills Electric Cooperative
	
         
	
      2

	
         

	
      

       


	
      Jackson Purchase Energy Corporation

	
      Pennyrile R.E.C.C.

	
      Inter-County Energy Cooperative Corporation

	
      Farmers Rural Electric Cooperative Corporation

	
      Warren Rural Electric Cooperative Corporation

	
      Owen Electric Cooperative, Inc.

	
      Clark Energy Cooperative, Inc.

	
      West Kentucky R.E.C.C.

	
      Nolin Rural Electric Cooperative Corporation

	
      Fleming-Mason Energy Cooperative, Inc.

	
      South Kentucky Rural Electric Cooperative

	
      Grayson Rural Electric Cooperative Corporation

	
      Blue Grass Energy Cooperative Corp.

	
      Kenergy Corp.

	
      Southwest Louisiana Electric Membership Co

	
      Northeast Louisiana Power Coop., Inc

	
      Dixie Electric Membership Corp.

	
      Jefferson Davis Electric Cooperative, Inc.

	
      Concordia Electric Cooperative

	
      Choptank Electric Cooperative, Inc.

	
      Tri-County Electric Cooperative, Inc. d/b/

	
      Thumb Electric Cooperative of Michigan

	
      Goodhue County Cooperative Electric Association

	
      Tri-County Electric Cooperative

	
      Federated Rural Electric Association

	
      Minnesota Valley Coop Light

	
      Steele-Waseca Cooperative Electric

	
      Lake Region Electric Cooperative

	
      People's Cooperative Services

	
      Freeborn-Mower Cooperative Services

	
      Red Lake Electric Coop., Inc.

	
      Wild Rice Electric Cooperative

	
      Traverse Electric Coop., Inc.

	
      Howard Electric Cooperative

	
      Lewis County R.E.C.A.

	
      Callaway Electric Cooperative

	
      Barton County Electric Cooperative, Inc.

	
      Ozark Electric Cooperative

	
      SEMO Electric Cooperative

	
      Macon Electric Cooperative

	
      Tri-County Electric Cooperative
	
         
	
      3

	
      

       
      


    
	
      Consolidated Electric Cooperative

	
      Osage Valley Electric Cooperative Association

	
      Platte-Clay Electric Cooperative, Inc.

	
      Farmers' Electric Cooperative, Inc.

	
      Grundy Electric Cooperative, Inc

	
      Three Rivers Electric Cooperative

	
      Co-Mo Electric Cooperative, Inc.

	
      New-Mac Electric Cooperative, Inc.

	
      Howell-Oregon Electric Cooperative, Inc.

	
      West-Central Electric Cooperative., Inc.

	
      Sac Osage Electric Cooperative, Inc.

	
      Cuivre River Electric Cooperative, Inc.

	
      Citizens Electric Corporation

	
      Tallahatchie Valley Electric Power Association

	
      Twin County Electric Power Assn.

	
      Delta Electric Power Association

	
      Sun River Electric Coop., Inc.

	
      Vigilante Electric Coop., Inc.

	
      Fergus Electric Cooperative, Inc

	
      Mid-Yellowstone E.C.

	
      Big Flat Electric Co-op, Inc.

	
      Hill County Electric Coop., Inc.

	
      Piedmont Electric Membership Corp.

	
      Wake Electric Membership Corporation

	
      Cass County Electric Coop., Inc.

	
      Verendrye Electric Coop., Inc.

	
      Nodak Electric Coop., Inc.

	
      Mor-Gran-Sou Electric Coop., Inc

	
      KEM Electric Cooperative, Inc.

	
      Northern Plains EC

	
      Chimney Rock Public Power Dist.

	
      Polk County RPPD

	
      Burt County Public Power District

	
      Butler County Rural P.P.D.

	
      Seward County Rural P.P.D.

	
      Stanton County Public Power Dist

	
      Norris Public Power District

	
      Dawson County Public Power District

	
      Panhandle Rural Electric (PREMA)

	
      North Central Public Power Dist.

	
      The Midwest Electric Coop. Corp.

	
      KBR Rural Public Power District

	
      Twin Valleys Public Power Dist.

	
         
	
      4

	
      

       
      


    
	
      Northwest Rural P.P.D.

	
      Wheat Belt Public Power District

	
      Roosevelt County E.C., Inc.

	
      Farmers' Electric Coop., Inc.

	
      Central New Mexico Electric Cooperative, Inc.

	
      Lea County Electric Coop., Inc.

	
      Steuben Rural Electric Cooperative, Inc.

	
      Pioneer Rural Electric Cooperative, Inc.

	
      Midwest Electric, Inc.

	
      Paulding-Putnam Electric Cooperative, Inc.

	
      Lorain-Medina R.E.C.

	
      North-Central Electric Cooperative

	
      South Central Power Company

	
      Butler Rural Electric Coop., Inc.

	
      Carroll Electric Cooperative, Inc.

	
      Hancock-Wood Electric Cooperative, Inc.

	
      Cimarron Electric Cooperative

	
      Kay Electric Cooperative

	
      Caddo Electric Cooperative

	
      Oklahoma Electric Cooperative

	
      Alfalfa Electric Cooperative

	
      Red River Valley Rural Electric Association

	
      Southwest Rural Electric Association

	
      People's Electric Cooperative

	
      Northfork Electric Cooperative

	
      Northeast Oklahoma Electric Cooperative, Inc.

	
      Rural Electric Cooperative, Inc.

	
      Cotton Electric Cooperative

	
      East Central Oklahoma Electric, Inc.

	
      Central Rural Electric Cooperative

	
      Verdigris Valley Electric Cooperative, Inc

	
      Southeastern Electric Cooperative of Duran

	
      Indian Electric Cooperative, Inc.

	
      Canadian Valley Electric Cooperative, Inc.

	
      Northwestern Electric Coop., Inc

	
      Tri-County Electric Coop., Inc.

	
      Cookson Hills Electric Cooperative, Inc.

	
      Lake Region Electric Cooperative, Inc.

	
      Umatilla Electric Cooperative Assn.

	
      Central Electric Cooperative, Inc.

	
      Wasco Electric Cooperative, Inc.

	
      Columbia Basin Electric Coop.

	
      Midstate Electric Cooperative, Inc.

	
         
	
      5

	
      

       
      


    
	
      Adams Electric Cooperative, Inc.

	
      Union County Electric Coop., Inc.

	
      Sioux Valley Energy

	
      H-D Electric Cooperative, Inc.

	
      Oahe Electric Cooperative, Inc.

	
      Cherry-Todd Electric Coop., Inc.

	
      Tri-County E.M.C.

	
      Southwest Tennessee E.M.C.

	
      Middle Tennessee E.M.C

	
      Gibson Electric Membership Corp.

	
      Duck River Electric Membership Corporation

	
      Cumberland Electric Membership Corporation

	
      Fort Loudoun Electric Cooperative

	
      Holston Electric Cooperative, Inc.

	
      Fayetteville Electric System

	
      Bartlett Electric Cooperative, Inc.

	
      Bowie-Cass Electric Cooperative

	
      Deaf Smith Electric Coop., Inc.

	
      Magic Valley Electric Coop., Inc.

	
      McLennan County E.C.

	
      Wood County Electric Coop., Inc.

	
      Lighthouse Electric Coop., Inc.

	
      South Plains Electric Coop., Inc

	
      Fayette Electric Coop., Inc.

	
      Lamb County Electric Coop., Inc.

	
      Lyntegar Electric Coop., Inc.

	
      Coleman County E.C., Inc.

	
      Bailey County Electric Coop. Assoc.

	
      Navarro County Electric Coop., Inc.

	
      Farmers Electric Coop., Inc.

	
      Hamilton County Electric Coop.

	
      Lamar County Electric Cooperative

	
      Wharton County Electric Coop., Inc.

	
      Greenbelt Electric Coop., Inc.

	
      Wise Electric Cooperative, Inc.

	
      Karnes Electric Cooperative, Inc

	
      Houston County E.C., Inc.

	
      San Patricio Electric Coop., Inc.

	
      Bandera Electric Cooperative, Inc.

	
      Guadalupe Valley E.C.

	
      Medina Electric Cooperative, Inc

	
      Bluebonnet Electric Cooperative

	
      Jackson Electric Cooperative, Inc.

	
        
	
      6

	
      

       
      


    
	
      Taylor Electric Cooperative, Inc.

	
      Cap Rock Energy Corporation

	
      Swisher Electric Coop., Inc.

	
      San Bernard Electric Coop., Inc.

	
      Navasota Valley Electric Coop., Inc.

	
      North Plains Electric Coop., Inc

	
      Rio Grande Electric Coop., Inc.

	
      Rita Blanca Electric Coop., Inc.

	
      Central Texas Electric Coop., Inc.

	
      United Electric Cooperative Services

	
      Moon Lake Electric Association, Inc.

	
      Craig-Botetourt Electric Cooperative

	
      Shenandoah Valley Electric Cooperative

	
      Rappahannock Electric Cooperative

	
      Northern Virginia Electric Cooperative

	
      Benton Rural Electric Association

	
      Inland Power and Light Co.

	
      Columbia Rural Electric Assn

	
      Big Bend Electric Coop., Inc.

	
      Nespelem Valley Electric Coop., Inc.

	
      Richland Electric Cooperative

	
      Rock County E.C.A.

	
      Scenic Rivers Energy Cooperative

	
      Harrison Rural Electrification Association

	
      Wyrulec Company

	
      Wheatland Rural Electric Assn.

	
      High West Energy

	
      Niobrara Electric Assn., Inc.

	
         
	
      7





SCHEDULE II

TO

PLEDGE AGREEMENT

 


Addresses for Notices


  
  
  1. The addresses referred to in Section 6.01 hereof, for purposes of
  delivering communications and notices, are as follows:

  
      If to Farmer Mac:

    
          Federal Agricultural Mortgage Corporation

          1133 21st Street, N.W., Suite 600

          Washington, DC 20036

          Fax: 202-872-7713

          Attention of: Nancy E. Corsiglia, Chief Financial Officer

          

          With a copy to:

          Federal Agricultural Mortgage Corporation

          1133 21st Street, N.W., Suite 600

          Washington, DC 20036

          Fax: 202-872-7713

          Attention of: Jerome G. Oslick, Vice President - General Counsel

    

      If to CFC:

    
          National Rural Utilities Cooperative Finance Corporation

          2201 Cooperative Way

          Herndon, VA 20171-3025

          Telephone: 703-709-6718

          Fax: 703-709-6819

          Attention of: Steven L. Lilly, Chief Financial Officer

          With a copy to:

          

          National Rural Utilities Cooperative Finance Corporation

          2201 Cooperative Way

          Herndon, VA 20171-3025

          Telephone: 703-709-6712

          Fax: 703-709-6811

          Attention of: John J. List, Esq., General Counsel

    

  








  
  
      If to the Collateral Agent:

    
          U.S. Bank Trust National Association

          100 Wall Street

          Suite 1600

          New York, NY 10005-3701

          Fax: (212) 509-3384

          Attention of: Beverly A. Freeney

          

          

    

  





          2
          



          ANNEX A

          TO

          PLEDGE AGREEMENT
          

           
          

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION

PLEDGE AGREEMENT DATED AS OF JULY 28, 2005

CERTIFICATE OF PLEDGED COLLATERAL FILED WITH

U.S. BANK TRUST NATIONAL ASSOCIATION, Collateral Agent


  
________________, Governor (or Chief Financial Officer) and
____________________, Vice-President, respectively, of National Rural Utilities
Cooperative Finance Corporation, hereby certify to Federal Agricultural Mortgage
Corporation and the Collateral Agent under the above-mentioned Pledge Agreement
as amended to the date hereof (herein called the "Pledge Agreement")
as follows:

  





	
      1.
	
      The Allowable Amount of Pledged Collateral certified hereby, all as
      shown on Schedule A hereto, is
	
      $

	
      2.
	
      The aggregate principal amount of the Note(s) outstanding at the date
      hereof is
	
      $

	
      3.
	
      The aggregate amount, if any, of the Note(s) to be issued on the basis
      of this Certificate is
	
      $

	
      4.
	
      The sum of the amounts in items 2 and 3 is
	
      $

	
      5.
	
      The aggregate amount by which the Allowable Amount of Pledged
      Collateral exceeds the aggregate principal amount of the Note(s)
      outstanding (item 1 minus item 4) is
	
      $

	
      6.
	
      So far as is known to the undersigned, no Event of Default exists.
	 




  
                  All terms which are defined in the Pledge Agreement are used herein as so
defined.

                  Dated: [the last date of the most recently completed calendar month]

  



 


	
      

	   
	
      

	
      

      OF NATIONAL RURAL UTILITIES

      COOPERATIVE FINANCE CORPORATION

	
         


  






ANNEX A

TO

PLEDGE AGREEMENT


AVAILABLE SECURITIES

SCHEDULE A TO OFFICERS' CERTIFICATE

DATED





	
      Eligible Securities
		
      Name of Issuer
		
      Allowable Amount (Item 1)

	
        

        
        
        Pledged Securities

             (Here List Securities)