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                                                                     EXHIBIT 4.1

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. 1
Cusip No.   637432808
ISIN No.    US6374328085

                                      4,000,000 Subordinated Deferrable Interest
                                  Notes (the "Notes"), $25 principal amount each


            NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

                        6.10% SUBORDINATED NOTES DUE 2044
                    (SUBORDINATED DEFERRABLE INTEREST NOTES)


            NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a
cooperative association duly organized and existing under the laws of the
District of Columbia (herein referred to as the "Company", which term includes
any successor Person under the Indenture), for value received, hereby promises
to pay to CEDE & CO., or registered assigns, the principal sum of $100,000,000
on February 1, 2044, to pay interest on said principal sum from February 11,
2004 or from the most recent Interest Payment Date through which interest has
been paid or duly provided for, quarterly in arrears on February 1, May 1,
August 1, and November 1 of each year, commencing May 1, 2004, at the rate of
6.10% per annum to, but not including, the date on which the principal hereof is
paid or made available for payment. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on the
Securities is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
will be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. A "Business Day" is any day other
than a day on which banking institutions in New York City are authorized or
obligated by law to close. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the Business Day next preceding
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such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture referred to on the reverse hereof.

            Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York, in such coin or currency
of the United States of America at the time of payment is legal tender for
payment of public and private debts.

            Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

                                    NATIONAL RURAL UTILITIES
                                    COOPERATIVE FINANCE CORPORATION


                                    By:_______________________________

ATTEST:

___________________________
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                          CERTIFICATE OF AUTHENTICATION

Dated: February 11, 2004


            This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

                                    U.S. BANK TRUST NATIONAL ASSOCIATION



                                    By:______________________________
                                          Authorized Signatory
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                                 REVERSE OF NOTE

            This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 15, 1996, as amended (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank Trust National Association, as
successor trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof in the initial principal amount of $100,000,000 (which principal
amount may be increased in accordance with the Indenture).

            The Securities of this series are subject to redemption upon not
less than 30 nor more than 60 days' notice by mail, at any time on or after
February 1, 2009 as a whole or in part, at the election of the Company, at a
Redemption Price equal to 100% of the principal amount, together in the case of
any such redemption with accrued interest to, but not including, the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of such Security, or one or more
Predecessor Securities, of record at the close of business on the related
Regular Record Date referred to on the face hereof, all as provided in the
Indenture. If a partial redemption would result in a delisting of the Securities
from any national securities exchange on which the Securities are then listed,
the Company may redeem such Securities only in whole.

            In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

            The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.

            The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain conditions set
forth in the Indenture.

            If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
<PAGE>
            In addition to the events of default set forth in the Indenture, the
following will constitute an Event of Default under the Indenture with respect
to the Securities: the Company shall pay any dividend or interest on, or
principal of, or redeem, purchase, acquire or make a liquidation payment with
respect to, any Members' Subordinated Certificates, Members' Equity or patronage
capital, if such payment is made during an Extension Period, and either (i) such
Extension Period has not expired or been terminated or (ii) the Company had not
made all payments due on the Securities as a result of such expiration or
termination.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

            As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 33-1/3% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or
interest hereon on or after the respective due dates expressed herein.

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

            The Company shall have the right at any time and from time to time
during the term of the Securities of this series to extend the interest payment
period to a period not exceeding 20 consecutive quarters (an "Extended Interest
Payment Period"), and at the end of such Extended Interest Payment Period or
upon the date of the termination of the Extended Interest Payment Period if
prior to the end, the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the same rate as specified for the Securities
of this series to the extent permitted by applicable law) through the last day
of such Extended Interest
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Payment Period, provided that if any principal amount of this Security is paid
on such day, then not including interest for such day with respect to such
principal amount; provided, that during such Extended Interest Payment Period
the Company may not declare or pay any dividend on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of its Members' Subordinated
Certificates, Members' Equity or patronage capital. Prior to the termination of
any such Extended Interest Payment Period, the Company may further extend the
interest payment period, provided that such Extended Interest Payment Period,
together with all such previous and further extensions thereof, may not exceed
20 consecutive quarters or extend beyond the Stated Maturity of the Securities
of this series. Upon the termination of any such Extended Interest Payment
Period and the payment of all amounts then due, the Company may select a new
Extended Interest Payment Period, subject to the above requirements. No interest
during an Extended Interest Payment Period, except at the end thereof, shall be
due and payable. The Company shall give the Holder of this Security notice of
its selection of such Extended Interest Payment Period as provided in the
Indenture.

            The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor and of authorized denominations,
as requested by the Holder surrendering the same.

            No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the absolute
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

            All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.