Note Purchase Agreement - Exhibit - 4.16






  
	
      ____________________________________________________________

      
       

       

      FEDERAL AGRICULTURAL

      MORTGAGE CORPORATION

      as Note Purchaser

       

      NATIONAL RURAL UTILITIES

      COOPERATIVE FINANCE CORPORATION

      as Borrower

       

      
      _______________________________

      
       

      NOTE PURCHASE AGREEMENT

       

      
      _______________________________

      
       

      Dated as of July 28, 2005

       

      
      ____________________________________________________________

    


  







  
  		
        TABLE OF CONTENTS
	
			
	RECITALS		1
	 	 	   
		
        ARTICLE I
	
	 	 	  
		
        DEFINITIONS
	
	 	 	 
	SECTION 1.01.	Definitions	1
	SECTION 1.02.	Principles of Construction	2
	 	 	 
		
        ARTICLE II
	
	 	 	 
		
        PURCHASE OF NOTES
	
	 	 	 
	SECTION 2.01.	Purchase of Notes; Minimum Denominations	3
	SECTION 2.02.	Interest Rates and Payment Dates	3
	SECTION 2.03.	Maturity; Amortization	3
	 	 	 
		
        ARTICLE III
	
	 	 	 
		
        CONDITIONS PRECEDENT
	
	 	 	 
	SECTION 3.01.	Conditions Precedent to the Purchase of
        Each Note	3
	 	 	 
		
        ARTICLE IV
	
	 	 	 
		
        REPORTING REQUIREMENT
	
	 	 	 
	SECTION 4.01.	Annual Reporting Requirements	4
	SECTION 4.02.	Default Notices	5
	 	 	 
		
        ARTICLE V
	
	 	 	 
		
        REPRESENTATIONS OF THE PARTIES
	
	 	 	 
	SECTION 5.01.	Representation of Farmer Mac	5
	SECTION 5.02.	Representation of CFC	5
	 	 	 
		
        i
	


  





  
  		
        ARTICLE VI
	
	 	 	 
		
        SECURITY AND COLLATERAL
	
	 	 	 
	SECTION 6.01.	Security and Collateral	7
	 	 	 
		
        ARTICLE VII
	
	 	 	 
		
        EVENTS OF DEFAULT
	
	 	 	 
	SECTION 7.01.	Events of Default	7
	SECTION 7.02.	Acceleration	8
	SECTION 7.03.	Remedies Not Exclusive	8
	 	 	 
		
        ARTICLE VIII
	
	 	 	 
		
        MISCELLANEOUS
	
	 	 	 
	SECTION 8.01.	GOVERNING LAW	9
	SECTION 8.02.	WAIVER OF JURY TRIAL	9
	SECTION 8.03.	Notices	9
	SECTION 8.04.	Benefit of Agreement	9
	SECTION 8.05.	Entire Agreement	9
	SECTION 8.06.	Amendments and Waivers	9
	SECTION 8.07.	Counterparts	10
	SECTION 8.08.	Termination of Agreement	10
	SECTION 8.09.	Survival	10
	SECTION 8.10.	Severability	10
	 	 	 
	Schedule I - Address for Notices
	 
	Annex A - Form of Note
	Annex B - Opinion of Counsel to CFC
	Annex C - Officers' Certificate
	   
	
        ii

	   


  






	    	
                NOTE
      PURCHASE AGREEMENT dated as of July 28, 2005, between FEDERAL
      AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality
      of the United States and an institution of the Farm Credit System ("Farmer
      Mac"); and NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
      CORPORATION, a cooperative association existing under the laws of the
      District of Columbia ("CFC").

	
          
	
      RECITALS

	
       
	
                WHEREAS CFC
      wishes from time to time to issue and sell Notes to Farmer Mac, and Farmer
      Mac wishes from time to time to purchase such Notes from CFC, all on the
      terms and subject to the conditions herein provided; and

	
       
	
                WHEREAS
      Farmer Mac, as an instrumentality of the United States formed to
      provide for a secondary marketing arrangement for agricultural real estate
      mortgages; CFC, as a non-profit cooperative formed in part to provide
      financing for rural electric distribution cooperatives and to finance the
      infrastructure in rural America; and Farmer Mac and CFC have agreed that
      the Notes will be secured by the pledge of mortgage notes for borrowings
      from CFC by rural electric distribution cooperative members of CFC that
      serve primarily communities with fewer than 50,000 inhabitants, as
      provided herein;

	
       
	
                NOW,
      THEREFORE, in consideration of the mutual agreements herein contained,
      Farmer Mac and CFC agree as follows:

	
       
	
      ARTICLE I

	
       
	
      DEFINITIONS

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

	
       
	
                "Agreement"
      means this Note Purchase Agreement, as the same may be amended from time
      to time.

	
       
	
                "Business
      Day" means any day other than a Saturday, a Sunday, a legal
      public holiday under 5 U.S.C. section 6103 for the purpose of
      statutes relating to pay and leave of employees or any other day declared
      to be a legal holiday for the purpose of statutes relating to pay and
      leave of employees by Federal statute or Federal Executive Order.

	
       
	
                "Certificate
      of Pledged Collateral" has the meaning given to that term in the
      Pledge Agreement.

	
       
	
      1

	
      

      

    
	
      Note Purchase Agreement

	    
	
                "CFC
      Notice" has the meaning given to that term in the Pledge
      Agreement.

	
       
	
                "Collateral
      Agent" means U.S. Bank Trust National Association, or its
      successor, as collateral agent under the Pledge Agreement.

	
       
	
                "Eligible
      Member" has the meaning given to that term in the Pledge
      Agreement.

	
       
	
                "Event
      of Default" has the meaning given to that term in
      Section 7.01.

	
       
	
                "Financial
      Statements", in respect of a Fiscal Year, means the consolidated
      financial statements (including footnotes) of CFC for that Fiscal Year as
      audited by independent certified public accountants appointed by CFC.

	
        
	
                "Fiscal
      Year" means the fiscal year of CFC, as such may be changed from
      time to time, which at the date hereof commences on June 1 of each
      calendar year and ends on May 31 of the following calendar year.

	
       
	
                "Member"
      shall mean any Person who is member of CFC.

	
       
	
                "Note"
      means a note of CFC payable to Farmer Mac, having the terms provided for
      in Article II of this Agreement and otherwise in the form of Annex A
      attached hereto, except to the extent Farmer Mac may have approved changes
      therein.

	
       
	
                "Note
      Documents" means the Notes, this Agreement, the Pledge Agreement
      and the Registration Rights Agreement.

	
       
	
                "Person"
      means an individual, a corporation, a partnership, an association, a trust
      or any other entity or organization, including a government or political
      subdivision or an agency or instrumentality thereof.

	
       
	
                "Pledge Agreement" means the Pledge Agreement dated as
      of the date hereof, among CFC, Farmer Mac and the Collateral Agent.

	
       
	
                "Pledged Collateral" has the meaning given to that
      term in the Pledge Agreement.

	
       
	
                "Pledged Securities" has the meaning given to that
      term in the Pledge Agreement.

	
       
	
                "Registration Rights Agreement" means the Registration
      Rights Agreement dated as of the date hereof between Farmer Mac and CFC.

	
       
	
                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

	
       
	
      2

	
      

    

	
      Note Purchase Agreement

	
           
	
      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
	
     
    
	
      
      
      PURCHASE OF NOTES

	
     
    
	
                SECTION 2.01. Purchase
      of Notes; Minimum Denominations. Farmer Mac agrees to purchase Notes,
      at 100% of their principal amount, from time to time, but not after
      August 31, 2005, as requested by CFC (and, if the purchase is other
      than on July 29 , 2005 upon at least five Business Days' advance notice to
      Farmer Mac) in an aggregate principal amount, for all Notes purchased
      hereunder, not in excess of $500 million, subject to satisfaction of
      the conditions set forth herein. Unless otherwise agreed to by Farmer
      Mac and CFC, each Note shall be in the principal amount of
      $50 million or an integral multiple of $10 million in excess
      thereof.

	
       
	
                SECTION 2.02. Interest Rates and Payment
      Dates. Each Note shall bear interest on the outstanding principal
      amount thereof (computed on the basis of a 360-day year of twelve 30-day
      months) from its date of issuance until final payment on the maturity date
      thereof or otherwise at a fixed or floating rate as is agreed to by CFC
      and Farmer Mac. Interest will be payable semi-annually in arrears on each
      of the dates specified in such Note and upon the payment of principal. To
      the extent any payment of interest or principal is not paid when due,
      interest shall continue to accrue at the stated rate of interest thereon
      plus one percent.

	
       
	
                SECTION 2.03. Maturity; Amortization.
      Each Note will mature on a date, not more than ten years and no less than
      one year from its date, specified by CFC in its notice pursuant to
      Section 2.01 and set forth on the face of the Note. The full
      principal amount of each Note will be payable on its maturity date or
      thereafter as provided in Section 2.02.

	
        
	
      ARTICLE III

	
       
	
      
      
      CONDITIONS PRECEDENT

	
     
    
	
                SECTION 3.01. Conditions Precedent to the
      Purchase of Each Note. Farmer Mac shall be under no obligation to
      purchase any Note unless and until the following conditions have been
      satisfied:

	 
	
                (a) The Note. Farmer Mac shall have received the original
      of such Note, duly executed on behalf of CFC, in form and substance,
      including interest rate and maturity date, as is acceptable to Farmer Mac.

	 
	
                (b) The Pledge Agreement. Farmer Mac shall have received
      an original of the Pledge Agreement duly executed on behalf of CFC and the
      Collateral Agent.

	 
	
      3

	
      

    

	
      Note Purchase Agreement

	 
	
                (c) The Registration Rights Agreement. Farmer Mac shall
      have received an original of the Registration Rights Agreement duly
      executed on behalf of CFC.

	 
	
                (d) Opinion of Counsel. Farmer Mac shall have received an
      opinion of counsel to CFC substantially as to each of the matters listed
      in Annex B attached hereto, in form and substance as is acceptable to
      Farmer Mac.

	 
	
                (e) Financial and Other Information. CFC shall have
      provided Farmer Mac with its most recent Financial Statements and such
      other information concerning CFC as Farmer Mac shall have reasonably
      requested.

	 
	
                (f) No Material Adverse Change. CFC shall have certified
      to Farmer Mac (in the manner specified in paragraph (i) of this Section
      3.01), and Farmer Mac shall be satisfied, that no material adverse change
      shall have occurred in the financial condition or business of CFC between
      the end of CFC's most recently completed Fiscal Year for which Financial
      Statements have been made publicly available and the date of the purchase
      of such Note, as provided herein.

	 
	
                (g) UCC Filing. CFC shall have provided Farmer Mac with
      evidence that CFC has filed the financing statement required pursuant to
      Section 2.02(i) of the Pledge Agreement.

	 
	
                (h) No Event of Default. CFC shall have certified to
      Farmer Mac and Farmer Mac shall be satisfied that no Event of Default
      shall have occurred and be continuing.

	 
	
                (i) Certification of Senior Management. CFC shall have
      provided Farmer Mac a certification by its Governor and its Chief
      Financial Officer (or other senior management acceptable to Farmer Mac),
      substantially in the form of Annex C attached hereto, of the
      following: (i) that CFC is a lending institution organized as a private,
      not-for-profit, cooperative association with the appropriate expertise,
      experience and qualifications to make loans to its rural electric
      distribution cooperative Members for rural electrification and related
      purposes; (ii) the matter to be certified under paragraphs (f) and (h) of
      this Section 3.01; and (iii) as to the representations and
      warranties of CFC.

	
        
	
                SECTION 3.02. Certificate of Pledged Collateral. No later than
      August 2, 2005, CFC shall provide Farmer Mac a copy of a Certificate
      of Pledged Collateral, dated as of the last date of the most recently
      completed calendar month, in accordance with the terms of the Pledge
      Agreement.

	
        
	
      ARTICLE IV

	
        
	
      
      
      REPORTING REQUIREMENTS

	
        
	
                SECTION 4.01. Annual Reporting Requirements.
      CFC shall provide Farmer Mac with the following items within 90 days of
      the end of each Fiscal Year, in each case, in form and substance
      satisfactory to Farmer Mac:

	
         
	
      4

	
      

    

	
      Note Purchase Agreement

	
       
    
	
          
                    (a) the Financial Statements for such Fiscal Year;
    

	
        
    
	
          
                    (b) a
          Certificate of Pledged Collateral;
    

	
        
    
	
          
                    (c) a receipt from the Collateral Agent, or such other
          evidence as is satisfactory to Farmer Mac, as to the Pledged
          Collateral held by the Collateral Agent at the end of such Fiscal
          Year; and
    

	
        
    
	
          
                    (d) such other information concerning CFC as is reasonably
          requested by Farmer Mac.
    

	
         
	
                SECTION 4.02. Default Notices. If an
      action, occurrence or event shall happen that is, or with notice and the
      passage of time would become, an Event of Default, CFC shall deliver a CFC
      Notice of such action, occurrence or event to Farmer Mac before
      4:00 p.m. District of Columbia time on the Business Day following the
      date CFC becomes aware of such action, occurrence or event, and, if such
      Event of Default should occur, shall submit to Farmer Mac, within five
      days thereafter, a report setting forth its views as to the reasons for
      the Event of Default, the anticipated duration of the Event of Default and
      what corrective actions CFC is taking to cure such Event of Default.

	
         
	
      ARTICLE V

	
         
	
      
      
      REPRESENTATIONS OF THE PARTIES

	
         
	
                SECTION 5.01. Representation of Farmer Mac.
      Farmer Mac represents to CFC that on the date hereof and on each date on
      which Farmer Mac purchases a Note from CFC:

	
         
    
	
          
                    (a) it has all necessary authority and has taken all
          necessary corporate action, and obtained all necessary approvals, in
          order for it to execute and deliver all Note Documents to which it is
          a party and for its obligations and agreements under the Note
          Documents to constitute valid and binding obligations of Farmer Mac;
          and in particular the terms of the transaction, and the actions taken
          by Farmer Mac, are in compliance with and in satisfaction of the
          requirements of the approval letter dated June 24, 2005 from the Farm
          Credit Administration, as amended or waived by the Farm Credit
          Administration; and
    

	
         
    
	
          
                    (b) Farmer Mac is purchasing the Notes for its own account
          and, except pursuant to the Registration Rights Agreement, not with a
          view to the distribution thereof, provided that the disposition by
          Farmer Mac of its property shall at all times be within its control.
          Farmer Mac understands that the Notes have not been registered under
          the Act and may be resold only as provided in the Registration Rights
          Agreement or if an exemption from registration is available.
    

	
        
	
                SECTION 5.02. Representations of CFC.
      CFC hereby represents to Farmer Mac that on the date hereof and on each
      date on which Farmer Mac purchases a Note from CFC:

	
         
	
      5

	
      

    

	
      Note Purchase Agreement

	
         
    
	
          
                    (a) CFC has been duly organized and is validly existing and
          in good standing as a cooperative association under the laws of the
          District of Columbia;
    

	
       
    
	
          
                    (b) CFC has the corporate power and authority to execute and
          deliver this Agreement and each of the other Note Documents, to
          consummate the transactions contemplated hereby and thereby and to
          perform its obligations hereunder and thereunder;
    

	
      
    
	
          
                    (c) CFC has taken all necessary corporate and other action
          to authorize the execution and delivery of this Agreement and each of
          the other Note Documents, the consummation by CFC of the transactions
          contemplated hereby and thereby and the performance by CFC of its
          obligations hereunder and thereunder;
    

	
       
    
	
          
                    (d) this Agreement and each of the other Note Documents have
          been duly authorized, executed and delivered by CFC and constitute the
          legal, valid and binding obligations of CFC, enforceable against CFC
          in accordance with their respective terms, subject to: (i) applicable
          bankruptcy, reorganization, insolvency, moratorium and other laws of
          general applicability relating to or affecting creditors' rights
          generally; and (ii) the application of general principles of
          equity regardless of whether such enforceability is considered in a
          proceeding in equity or at law;
    

	
      
    
	
          
                    (e) no approval, consent, authorization, order, waiver,
          exemption, variance, registration, filing, notification,
          qualification, license, permit or other action is now, or under
          existing law in the future will be, required to be obtained, given,
          made or taken, as the case may be, with, from or by any regulatory
          body, administrative agency or governmental authority having
          jurisdiction over CFC or any third party under any agreement to which
          CFC is a party to authorize the execution and delivery by CFC of this
          Agreement or any of the other Note Documents, or the consummation by
          CFC of the transactions contemplated hereby or thereby or the
          performance by CFC of its obligations hereunder or thereunder;
    

	
      
    
	
          
                    (f) neither the execution or delivery by CFC of this
          Agreement or any of the other Note Documents nor the consummation by
          CFC of any of the transactions contemplated hereby or thereby nor the
          performance by CFC of its obligations hereunder or thereunder,
          including, without limitation, the pledge of the Pledged Securities
          (as such term is defined in the Pledge Agreement) to Farmer Mac,
          conflicts with or will conflict with, violates or will violate,
          results in or will result in a breach of, constitutes or will
          constitute a default under, or results in or will result in the
          imposition of any lien or encumbrance pursuant to any term or
          provision of the articles of incorporation or the bylaws of CFC or any
          provision of any existing law or any rule or regulation currently
          applicable to CFC or any judgment, order or decree of any court or any
          regulatory body, administrative agency or governmental authority
          having jurisdiction over CFC or the terms of any mortgage, indenture,
          contract or other agreement to which CFC is a party or by which CFC or
          any of its properties is bound;
    

	
      
    
	
      6

	
      

    

	
      Note Purchase Agreement

	
       
    
	
          
                    (g) there is no action, suit, proceeding or investigation
          before or by any court or any regulatory body, administrative agency
          or governmental authority presently pending or, to the knowledge of
          CFC, threatened with respect to CFC, this Agreement or any of the
          other Note Documents challenging the validity or enforceability of
          this Agreement or any of the other Note Documents or seeking to
          restrain, enjoin or otherwise prevent CFC from engaging in its
          business as currently conducted or the consummation by CFC of the
          transactions contemplated by this Agreement or any of the other Note
          Documents or which, if adversely determined, would have a material
          adverse effect on CFC's financial condition or its ability to perform
          its obligations under this Agreement or any of the other Note
          Documents;
    

	
      
    
	
          
                    (h) CFC
          is a lending institution organized as a private, not-for-profit,
          cooperative association with the appropriate expertise, experience and
          qualifications to make loans to its rural electric distribution
          cooperative Members for rural electrification purposes; and
    

	
      
    
	
          
                    (i) no material adverse change has occurred in the financial
          condition or business of CFC between the end of CFC's most recently
          completed Fiscal Year for which Financial Statements have been made
          publicly available and the date this representation is given.
    

	
       
    
	
      ARTICLE VI

	
       
    
	
      
      
      SECURITY AND COLLATERAL

	
      
    
	
                SECTION 6.01.
      Security and Collateral. (a) CFC shall cause the Allowable Amount of the Pledged Collateral (as such
      terms are defined in the Pledge Agreement) to be at all times not less
      than 100% of the aggregate outstanding principal amount of the Notes.

	  
	
                (b) CFC shall not create, or permit to exist, any pledge, lien,
      charge, mortgage, encumbrance, debenture, hypothecation or other similar
      security instrument that secures, or in any way attaches to, such Pledged
      Collateral, other than the lien of the Pledge Agreement, without the prior
      written consent of Farmer Mac.

	   
	
                (c) The Pledged Securities will at all times be mortgage notes
      issued to CFC by rural electric distribution cooperatives that are
      Eligible Members.

	
      
    
	
      ARTICLE VII

	
      
    
	
      
      
      EVENTS OF DEFAULT

	
       
    
	
                SECTION 7.01. Events of Default. Each of
      the following actions, occurrences or events shall, but only (except in
      the case of subsections (a), (d) and (e)

	
       
    
	
      7

	
      

    

	
      Note Purchase Agreement

	
       
    
	
      below) if CFC does not cure such action, occurrence or event within
      30 days of notice from Farmer Mac requesting that it be cured,
      constitute an "Event of Default" under the terms of this
      Agreement:

	
        
    
	
          
                    (a) a failure by CFC to make a payment of principal or
          interest on a Note for more than ten days after the same becomes due
          and payable;
    

	
        
    
	
          
                    (b) a material representation by CFC to Farmer Mac in
          connection with this Agreement, any Note or the Pledge Agreement, or
          any material information reported pursuant to Article V, shall prove
          to be incorrect or untrue in any material respect when made or deemed
          made;
    

	
        
    
	
          
                    (c) a failure by CFC to comply with any other material
          covenant or provision contained in this Agreement or any of the other
          Note Documents;
    

	
       
    
	
          
                    (d) the entry of a decree or order by a court having
          jurisdiction in the premises adjudging CFC a bankrupt or insolvent, or
          approving as properly filed a petition seeking reorganization,
          arrangement, adjustment or composition of or in respect of CFC under
          the Federal Bankruptcy Act or any other applicable Federal or State
          law or law of the District of Columbia, or appointing a receiver,
          liquidator, assignee, trustee, sequestrator (or other similar
          official) of CFC or of any substantial part of its property, or
          ordering the winding up or liquidation of its affairs, and the
          continuance of any such decree or order unstayed and in effect for a
          period of 60 consecutive days; or
    

	
       
    
	
          
                    (e) the commencement by CFC of proceedings to be adjudicated
          a bankrupt or insolvent, or the consent by it to the institution of
          bankruptcy or insolvency proceedings against it, or the filing by it
          of a petition or answer or consent seeking reorganization or relief
          under the Federal Bankruptcy Act or any other applicable Federal or
          State law or law of the District of Columbia, or the consent by it to
          the filing of any such petition or to the appointment of receiver,
          liquidator, assignee, trustee, sequestrator (or similar official) of
          CFC or of any substantial part of its property, or the making by it of
          an assignment for the benefit of creditors, or the admission by it in
          writing of its inability to pay its debts generally as they become
          due, or the taking of corporate action by CFC in furtherance of any
          such action.
    

	
       
    
	
                SECTION 7.02. Acceleration. Upon the
      occurrence, and during the continuance, of an Event of Default, Farmer Mac
      may, upon notice to that effect to CFC, declare the entire principal
      amount of, and accrued interest on, the Notes at the time outstanding to
      be immediately due and payable.

	
       
    
	
                SECTION 7.03. Remedies Not Exclusive.
      Upon the occurrence, and during the continuance, of an Event of Default,
      Farmer Mac shall be entitled to take such other action as is provided for
      by law, in this Agreement, or in any of the other Note Documents,
      including injunctive or other equitable relief.

	
       
    
	
      8

	
      

    

	
      Note Purchase Agreement

	
         
    
	
      ARTICLE VIII

	
       
    
	
      
      
      MISCELLANEOUS

	
       
    
	
                SECTION 8.01. GOVERNING LAW. THIS
      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 DISTRICT OF COLUMBIA.

	
       
    
	
                SECTION 8.02. 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 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 AGREEMENT BY,
      AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
      SECTION 8.02.

	
       
    
	
                SECTION 8.03. 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 I 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.

	
       
    
	
                SECTION 8.04. Benefit of Agreement. This
      Agreement shall become effective when it shall have been executed by
      Farmer Mac and CFC, and thereafter shall be binding upon and inure to the
      respective benefit of the parties and their permitted successors and
      assigns.

	
       
    
	
                SECTION 8.05. Entire Agreement. This
      Agreement, including Schedule I hereto and Annexes A to C
      hereto, and the other Note Documents, constitutes the entire agreement
      between the parties hereto concerning the matters contained herein and
      supersedes all prior oral and written agreements and understandings
      between the parties.

	
          
	
                SECTION 8.06. Amendments and Waivers.
      (a) No
      provision of this Agreement may be amended or modified except pursuant to
      an agreement in writing entered into by Farmer Mac and CFC. No provision
      of this Agreement may be waived except in writing by the party or parties
      receiving the benefit of and under such provision.

	    
	
                (b) No
      failure or delay of Farmer Mac or CFC in exercising any
      power or right hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise

	
       
    
	
      9

	
      

    

	
      Note Purchase Agreement

	
        
    
	
      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. No waiver of
      any provision of this Agreement or consent to any departure by CFC
      therefrom shall in any event be effective unless the same shall be
      authorized as provided in paragraph (a) of this Section 8.06,
      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 CFC
      in any case shall entitle CFC to any other or further notice or demand in
      similar or other circumstances.

	
       
    
	
                SECTION 8.07. Counterparts. This
      Agreement may be executed in two or more counterparts, each of which shall
      be an original, but all of which together shall constitute one and the
      same instrument.

	
       
    
	
                SECTION 8.08. Termination of Agreement.
      This Agreement shall terminate upon the indefeasible payment in full of
      all amounts payable hereunder and under the Notes.

	
        
    
	
                SECTION 8.09. Survival. The
      representations and warranties of each of the parties hereto contained in
      this Agreement and contained in each of the other Note Documents, and the
      parties' obligations under any and all thereof, shall survive and shall
      continue in effect following the execution and delivery of this Agreement,
      any disposition of the Notes and the expiration or other termination of
      any of the other Note Documents, but, in the case of each Note Document,
      shall not survive the expiration or the earlier termination of such Note
      Document, except to the extent expressly set forth in such Note Document.

	
       
    
	
                SECTION 8.10. Severability. If any term
      or provision of this Agreement or any Note Document or the application
      thereof to any circumstance shall, in any jurisdiction and to any extent,
      be invalid or unenforceable, such term or such provision shall be
      ineffective as to such jurisdiction to the extent of such invalidity or
      unenforceability without invalidating or rendering unenforceable any
      remaining terms or provisions of such Note Document or the application of
      such term or provision to circumstances other than those as to which it is
      held invalid or unenforceable.




10




  
          IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights 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 FINANCE CORPORATION,

	   	   
	
      By:
	
      /s/ Steven L. Lilly

	
      Name:
	
      Steven L. Lilly

	
      Title:
	
      Sr. Vice President & Chief Financial Officer






 

[Signature Page to Registration Rights Agreement]

  


 SCHEDULE I

TO

NOTE PURCHASE AGREEMENT

Addresses for Notices


  
    1.     The addresses referred to in Section 8.03 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

        

      

    

  



1

    


  	
        ANNEX A



    	
           
	
        [FORM OF NOTE]

	    
	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	    
	
        4.656% Senior Note due 2008

	    
	
      Washington, D.C.

	
      
July 29, 2005

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

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

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

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

          This Note may not be prepaid.

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

    
	   
	
      A-1

	   




    

 


  
          This Note shall be construed and enforced in accordance with, and the rights
of CFC and the holder hereof shall be governed by, the laws of the District of
Columbia, excluding choice-of-law principles of the law of the District of
Columbia that would require the application of the laws of another jurisdiction.

  



 
    

	
      NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,

	
            
	
        
        by ___________________________
      

	 	 
	 	
      Name:

	 	
      Title:



    

 A-2

    


  	
        ANNEX B
      

	
           
      
	
        

Opinion of Counsel to CFC

      



    	   
	
          (1) CFC has been duly incorporated and is validly existing as a
not-for-profit corporation in good standing under the laws of the District of
Columbia with corporate power and authority to execute and perform its
obligations under the Note Documents.

          (2) The Note Documents have been duly authorized, executed and delivered by
CFC, and such documents constitute the legal, valid and binding agreements of
CFC, enforceable against CFC in accordance with their respective terms subject
to (a) applicable bankruptcy, reorganization, insolvency, moratorium and
other laws of general applicability relating to or affecting creditors' rights
generally, and (b) the application of general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law.

          (3) Neither the execution nor the delivery by CFC of any of the Note
Documents to which CFC is a party nor the consummation by CFC of any of the
transactions contemplated therein, including, without limitation, the pledge of
the Pledged Securities (as such term is defined in the Pledge Agreement) to
Farmer Mac, nor the fulfillment by CFC of the terms of any of the Note Documents
will conflict with or violate, result in a breach of or constitute a default
under any term or provision of the Articles of Incorporation or By-laws of CFC
or any law or any regulation or any order known to Counsel currently applicable
to CFC of any court, regulatory body, administrative agency or governmental body
having jurisdiction over CFC or the terms of any indenture, deed of trust, note,
note agreement or instrument known to Counsel to which CFC is a party or by
which CFC or any of its properties is bound.

          (4) No approval, authorization, consent, order, registration, filing,
qualification, license or permit of or with any state or Federal court or
governmental agency or body having jurisdiction over CFC is required for any
consummation by CFC of the transactions contemplated by the Note Documents; provided,
however, no opinion is expressed as to the applicability of any Federal
or state securities law to any sale, transfer or other disposition of the Notes
after the date hereof.

          (5) Except as set forth in writing and previously delivered to Farmer Mac,
there is no pending or, to the best of Counsel's knowledge, threatened action,
suit or proceeding before any court or governmental agency, authority or body or
any arbitrator with respect to CFC, or any of the Note Documents, or which, if
adversely determined, would have a material adverse effect on CFC's financial
condition or its ability to perform its obligations under any of the Note
Documents.

      
	   
	
        B-1

	   


  


    

 


  	
        ANNEX C



    	   
	
        Officers' Certificate

      



    	    
	TO:    Federal Agricultural Mortgage Corporation.
	    
	
          We,
[                           ],
Governor, and
[                           ],
Chief Financial Officer, of National Rural Utilities Cooperative Finance
Corporation ("CFC"), pursuant to the Note Purchase Agreement
dated as of July 28, 2005, between CFC and Federal Agricultural Mortgage
Corporation (the "Note Purchase Agreement"), hereby certify on
behalf of CFC that as at the date hereof:

          (1) CFC is a lending institution organized as a private, not-for-profit,
cooperative association with the appropriate expertise, experience and
qualifications to make loans to its rural electric distribution cooperative
Members for rural electrification and related purposes;

          (2) no material adverse change has occurred in the financial condition of CFC
between the date of the end of CFC's most recently completed Fiscal Year for
which Financial Statements have been made publicly available and the date
hereof;

          (3) all of the representations contained in Section 5.02 of the Note Purchase
Agreement remain true and correct in all material respects on and as of the date
hereof; and

          (4) no Event of Default exists.

          Capitalized terms used in this certificate shall have the meanings given to
those terms in the Note Purchase Agreement.

DATED as of this ____day of _______________, 200__.

      
	      
	
                                               NATIONAL RURAL UTILITIES

	
        
                                                                  COOPERATIVE FINANCE
      CORPORATION,

	  
	
        ___________________________________

	
                                                     Governor

	  
	
        ___________________________________

	
                    Chief
        Financial
        Officer                                 

	  
	
        C-1