Unassociated Document


    
      

    

    
      Exhibit
4.5

      


      


      FEDERAL
AGRICULTURAL MORTGAGE CORPORATION

      


      SECOND
AMENDED AND RESTATED

      CERTIFICATE
OF DESIGNATION OF TERMS AND CONDITIONS

      


      of

      


      SENIOR
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B-2

      


      (par
value of $1,000 per share)

      


      I, Jerome
G. Oslick, Corporate Secretary of the Federal Agricultural Mortgage Corporation,
a federally chartered instrumentality of the United States of America (the
“Corporation”),
do hereby certify that, pursuant to authority vested in the Board of Directors
of the Corporation (the “Board of Directors”)
by Section 8.4(e) of Title VIII of the Farm Credit Act of 1971, as amended (12
U.S.C. §§2279aa-4(e)) (the “Act”), the Board of
Directors adopted resolutions (a) on September 30, 2008, which resolutions are
now, and at all times since such date have been, in full force and effect, and
that the Vice Chairman and Acting Chairman of the Board of Directors of the
Corporation, pursuant to the authority delegated to him by such resolutions,
approved the final terms of the issuance and sale of the preferred stock of the
Corporation designated pursuant to the Corporation’s Amended and Restated
Certificate of Designation of Terms and Conditions of Senior Cumulative
Perpetual Preferred Stock, Series B-2, dated as of September 30, 2008 (the
“Amended and Restated
Certificate of Designation”) and (b) on December 11, 2008, which
resolutions are now, and at all times since such date have been, in full force
and effect, and that the Acting President and Chief Executive Officer of the
Corporation, pursuant to the authority delegated to him by such resolutions,
approved (i) the amendments to the Amended and Restated Certificate of
Designation set forth herein and (ii) the final terms of the issuance of 5,000
shares of Preferred Stock in exchange for the cancellation of the 5,000 shares
of Preferred Stock which were outstanding as of the date of such
resolutions.

      


      The
Senior Cumulative Perpetual Preferred Stock, Series B-2, shall have the
following designation, powers, preferences, rights, privileges, qualifications,
limitations, restrictions, terms and conditions:

      


      
        	
                1.

              	
                Designation, Par
      Value, Number of Shares and
Seniority.

              


      

       

      The class
of preferred stock of the Corporation created pursuant to the Amended and
Restated Certificate of Designation, the terms and conditions of which are
further amended and restated by this Certificate, shall be designated “Senior
Cumulative Perpetual Preferred Stock, Series B-2,” shall have a par value of
$1,000 per share (the “Par Value”) and a
liquidation preference per share equal to the Par Value (subject to adjustment
of such fixed dollar amount for any stock splits, stock dividends, combinations,
recapitalizations or similar transactions) plus Accumulated Dividends thereon
(the “Liquidation
Preference”), and shall consist of 5,000 shares (such shares, the “Preferred
Stock”).  The Preferred Stock shall, with respect to dividend
distributions and distributions upon a Change of Control, liquidation,
dissolution or winding up of the Corporation, rank (a) senior to (i) the Class A
Voting Common Stock, par value $1.00 per share, of the Corporation (the “Class A Common
Stock”), (ii) the Class B Voting Common Stock, par value $1.00 per share,
of the Corporation (the “Class B Common
Stock”), (iii) the Class C Non-Voting Common Stock, par value $1.00 per
share, of the Corporation (the “Class C Common Stock”
and, together with the Class A Common Stock, the Class B Common Stock and any
other similar common equity securities, the “Common Stock”), (iv)
the 6.40% Cumulative Preferred Stock, Series A, par value $1.00 per share, of
the Corporation, (v) except with respect to the Series B-1 Preferred Stock or
the Series B-3 Preferred Stock, any other capital stock of the Corporation
outstanding as of the Issue Date and (vi) except with respect to the Series B-1
Preferred Stock or the Series B-3 Preferred Stock, any other capital stock of
the Corporation that may be issued after the Issue Date (the securities, other
than the Series B-1 Preferred Stock and the Series B-3 Preferred Stock, referred
to in sub-clauses (i) through (vi), collectively, the “Junior Stock”) and
(b) pari passu with the
Series B-1 Preferred Stock and the Series B-3 Preferred Stock.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                2.

              	
                Dividends.

              


      

       

      (a)           The
holders of outstanding shares of the Preferred Stock shall be entitled to
receive, ratably, when and as declared by the Board of Directors, or a duly
authorized committee thereof, out of funds legally available for dividend
payments, cash dividends which compound quarterly at the annual rate of (i) 10%
of the then-applicable Liquidation Preference per share of Preferred Stock, from
the period commencing on the Issue Date and ending on the first anniversary of
the Issue Date, (ii) 12% of the then-applicable Liquidation Preference per share
of Preferred Stock, from and after the period commencing on the day following
the first anniversary of the Issue Date and ending on the second anniversary of
the Issue Date, (iii) 14% of the then-applicable Liquidation Preference per
share of Preferred Stock, from and after the period commencing on the day
following the second anniversary of the Issue Date and ending on the third
anniversary of the Issue Date and (iv) 16% of the then-applicable Liquidation
Preference per share of Preferred Stock, from and after the day following the
third anniversary of the Issue Date.  Dividends on the Preferred Stock
shall accrue and cumulate from and including the Issue Date whether or not
declared and shall be payable quarterly in arrears when and as declared by the
Board of Directors on each Dividend Payment Date, beginning on December 31,
2008.  If a Dividend Payment Date is not a Business Day, the related
dividend shall be paid on the next Business Day with the same force and effect
as though paid on the Dividend Payment Date, without any increase to account for
the period from such Dividend Payment Date through the date of actual
payment.  The “Dividend Period”
relating to a Dividend Payment Date shall be the period from, but not including,
the preceding Dividend Payment Date (or from and including the Issue Date in the
case of the first Dividend Payment Date) through and including the related
Dividend Payment Date.  Dividends on the Preferred Stock shall be
computed based on a 360-day year consisting of twelve 30-day months, and
dividends on the Preferred Stock for any period less than a year shall be
computed based on a 360-day year consisting of twelve 30-day months and the
actual number of days elapsed in the period for which such dividends were
payable.  Dividends shall be paid to holders of record of outstanding
shares of the Preferred Stock as they appear in the books and records of the
Corporation on the record date, not to be earlier than 45 days nor later than 10
days preceding the applicable Dividend Payment Date, as shall be fixed by the
Board of Directors from time to time.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (b)           The
holders of shares of Preferred Stock shall be entitled to receive the dividends
provided for in Section 2(a) hereof
in preference to and in priority over any dividends upon any Junior
Stock.  So long as any shares of Preferred Stock are outstanding, the
Corporation shall not declare, pay or set apart for payment any dividend on any
Junior Stock, or make any payment on account of, or pay into or set funds aside
for a sinking fund for, the repurchase, redemption or other acquisition or
retirement of any Junior Stock or any Options or Convertible Securities
exercisable or exchangeable for, or convertible into, any Junior Stock (other
than the repurchase, redemption or other acquisition or retirement for value of
Junior Stock solely in exchange for Junior Stock), during or in respect of any
Dividend Period unless all cumulative dividends on the Preferred Stock
determined in accordance herewith have been or contemporaneously are declared
and paid in full (or declared and a sum of cash sufficient for the payment
thereof is set apart or reserved for such payment) for all Dividend Periods
terminating on or prior to the date of payment of such amounts on account of or
for such Junior Stock or any Options or Convertible Securities exercisable or
exchangeable for, or convertible into, any Junior Stock.  The
Corporation shall take all actions necessary or advisable under the Act or any
other applicable law to permit the payment of the dividends provided for in
Section 2(a)
hereof to the holders of shares of Preferred Stock.  Holders of shares
of Preferred Stock shall not be entitled to any dividend, whether payable in
cash, in kind or other property in excess of the full dividends provided for in
Section 2(a)
hereof.

      


      (c)           Notwithstanding
any other provision of this Certificate, the Board of Directors, in its
discretion, may choose to pay dividends on the Preferred Stock without the
payment of any dividends on the Common Stock or on any other outstanding class
or series of stock ranking junior to the Preferred Stock with respect to the
payment of dividends.

      


      
        	
                3.

              	
                Redemption.

              


      

       

      (a)           Unless
the Preferred Stock is earlier redeemed pursuant to Section 3(b) hereof,
in the event that (i) any indebtedness of the Corporation for money borrowed or
credit extended (“Corporation Debt”)
becomes or is declared due and payable (after any applicable grace period) prior
to the stated maturity thereof or is not paid as and when it becomes due and
payable, (ii) a default occurs under any instrument, agreement or evidence of
any Corporation Debt, (iii) the Corporation redeems the Series B-1 Preferred
Stock or the Series B-3 Preferred Stock, (iv) a court or regulatory authority
having jurisdiction over the Corporation or any of its subsidiaries enters a
decree or order for (A) relief in respect of the Corporation or any of its
subsidiaries in an involuntary case under any applicable bankruptcy law now or
hereafter in effect, (B) appointment of a receiver, conservator, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the
Corporation or any of its subsidiaries or for all or any substantial portion of
the property and assets of the Corporation or any of its subsidiaries or (C) the
winding up or liquidation of the affairs of the Corporation or any of its
subsidiaries or (v) the Corporation or any of its subsidiaries (A) commences a
voluntary case under any applicable bankruptcy law now or hereafter in effect,
or consents to the entry of an order for relief in an involuntary case under any
such law, (B) consents to the appointment of, or taking possession by, a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Corporation or any of its subsidiaries or for all or any
substantial portion of the property and assets of the Corporation or any of its
subsidiaries or (C) effects any general assignment for the benefit of creditors
(any such event, a “Voluntary Bankruptcy
Event”) (each of the events described in clauses (i) through (v), a
“Mandatory Redemption
Event”), the Corporation shall redeem all, but not less than all, of the
issued and outstanding shares of Preferred Stock at a price per share equal to
the then-applicable Liquidation Preference on the Mandatory Redemption Date (the
“Mandatory Redemption
Amount”) on the Mandatory Redemption Date, subject to any mutually
agreed-upon extensions of the Mandatory Redemption Date in order to obtain any
final determination of the Fair Market Value of the Designated Assets pursuant
to Section 3(i)
hereof.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (b)           Unless
earlier redeemed pursuant to Section 3(a) hereof,
subject to receipt of the prior written approval of the Farm Credit
Administration, if required, on the date that is nine months from the Issue Date
and on each subsequent Dividend Payment Date (each such date, an “Optional Redemption
Date”), the Corporation shall, in its sole discretion, be entitled to
redeem all, but not less than all, of the issued and outstanding shares of
Preferred Stock at a price per share equal to the then-applicable Liquidation
Preference on the Optional Redemption Date (the “Optional Redemption
Amount” and, together with the Mandatory Redemption Amount, the “Redemption Amount”)
on the Optional Redemption Date, subject to any mutually agreed-upon extensions
of the Optional Redemption Date in order to obtain any final determination of
the Fair Market Value of the Designated Assets pursuant to Section 3(i)
hereof.

      


      (c)           The
applicable Redemption Amount with respect to each share of Preferred Stock
then-outstanding shall be payable in cash or, at the election of the
Corporation, by transfer of the Designated Assets to the holder of such share of
Preferred Stock.  In the event that the Corporation elects to pay the
applicable Redemption Amount in the form of the Designated Assets, the
Corporation shall pay and transfer to each holder of shares of Preferred Stock
such Designated Assets having a Fair Market Value equal to the applicable
Redemption Amount. In the event the Corporation elects to pay the applicable
Redemption Amount in the form of Designated Assets, the  Corporation
shall be obligated to maintain at all times beginning at the date it provides
the applicable Mandatory Redemption Notice or Optional Redemption Notice through
the applicable Redemption Date such amount of Designated Assets such that the
aggregate Fair Market Value of such Designated Assets owned by the Corporation
and available for use to pay the Redemption Amount equals or exceeds the amount
determined by multiplying (i) the applicable Redemption Amount multiplied by
(ii) the aggregate number of then-outstanding shares of Preferred
Stock.  Any Designated Assets transferred in connection with the
payment of the applicable Redemption Amount shall be so transferred free and
clear of any liens, encumbrances or restrictions of any kind
whatsoever.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (d)           In
the event the Corporation is obligated to redeem all issued and outstanding
shares of Preferred Stock in connection with a Mandatory Redemption Event
pursuant to Section
3(a) hereof, within five Business Days after the Corporation or any of
its subsidiaries becomes aware of any fact, circumstance, event, change,
violation, development, effect, condition or occurrence which has given rise to
a Mandatory Redemption Event, the Corporation shall send a written notice (the
“Mandatory Redemption
Notice”) by first-class mail to each holder of record of shares of
Preferred Stock at such holder’s registered address stating (i) the events
causing such Mandatory Redemption Event, (ii) the date on which the Mandatory
Redemption Event occurred, (iii) the date on which such shares of Preferred
Stock will be so redeemed, which date shall be no later than 30 days after the
date of mailing of the Mandatory Redemption Notice (the “Mandatory Redemption
Date” and, together with the Optional Redemption Date, in each case, as
may be extended, the “Redemption Date”),
(iv) the Mandatory Redemption Amount that will be payable with respect to the
shares of Preferred Stock on the Mandatory Redemption Date, (v) whether such
Mandatory Redemption Amount will be paid in cash or in the form of Designated
Assets and, if in the form of Designated Assets, the Fair Market Value thereof
and (vi) the place at which such holder’s certificate(s) representing shares of
Preferred Stock must be presented for cancellation upon such
redemption.

      


      (e)           In
the event that the Corporation elects to redeem all issued and outstanding
shares of Preferred Stock on any Optional Redemption Date, not less than 30 days
prior to the Optional Redemption Date pursuant to Section 3(b) hereof,
the Corporation shall send a written notice (the “Optional Redemption
Notice”) by first class mail to each holder of record of shares of
Preferred Stock at such holder’s registered address stating (i) the Optional
Redemption Date, (ii) the Optional Redemption Amount that will be payable with
respect to the shares of Preferred Stock on the Optional Redemption Date, (iii)
whether such Optional Redemption Amount will be paid in cash or in the form of
Designated Assets and, if in the form of Designated Assets, the Fair Market
Value thereof and (iv) the place at which such holder’s certificate(s)
representing shares of Preferred Stock must be presented for cancellation upon
such redemption.

      


      (f)           
On or prior to the applicable Redemption Date, the Corporation shall deposit
cash and/or the Designated Assets, the aggregate Fair Market Value of which is
equal to the aggregate applicable Redemption Amount with a bank or trust
corporation in good standing and organized under the laws of the United States
of America or any jurisdiction thereof, having aggregate capital and surplus in
excess of $1,000,000,000.  Such cash and/or Designated Assets shall be
deposited in a trust fund for the benefit of the holders of shares of Preferred
Stock.  The Corporation shall issue to such bank or trust corporation
irrevocable instructions and authority to pay and/or transfer the allocable
portion of the applicable Redemption Amount for such shares of Preferred Stock
to their respective holders on or immediately after the applicable Redemption
Date upon receipt of the certificate(s) representing the shares of Preferred
Stock to be so redeemed.  Notwithstanding the deposit of funds, the
Corporation shall remain liable for the payment of the applicable Redemption
Amount to the extent such Redemption Amount is not paid as provided
herein.  From and after the applicable Redemption Date, unless there
shall have been a default in payment of the applicable Redemption Amount, all
rights of the holders of shares of Preferred Stock as holders of Preferred Stock
(except the right to receive the applicable Redemption Amount upon surrender of
their certificate(s)) shall cease and such shares shall not thereafter be
transferred on the transfer books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.  Until the applicable
Redemption Amount for each issued and outstanding share of Preferred Stock shall
have been paid in full, each such share of Preferred Stock not so redeemed shall
remain outstanding for all purposes and entitle the holder thereof to all the
rights and privileges provided herein, including, without limitation, the
accrual and payment of dividends and conversion rights, and, if unpaid prior to
the date such shares are redeemed, shall be included as part of the applicable
Redemption Amount.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (g)           If
any Redemption Date is not a Business Day, payment of the applicable Redemption
Amount may be made on the next Business Day with the same force and effect as if
made on the applicable Redemption Date, and no interest, additional dividends or
other sums will accrue on the amount payable from the Redemption Date to the
next Business Day.

      


      (h)           The
Corporation may not, whether by any amendment of Title VIII of the Act or
Bylaws, by any reclassification or other change to its capital stock, by any
merger, consolidation or other combination involving the Corporation, by any
sale, conveyance or other transfer of assets, by the liquidation, dissolution or
winding up of the Corporation, or by any other way, impair or restrict the
redemption of shares of Preferred Stock pursuant to this Section 3, or avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Corporation, but will at all times in
good faith assist in the carrying out of all provisions of this Section 3 and in the
taking of all such action as may be necessary or appropriate in order to protect
the redemption rights of the holders of shares of Preferred Stock against
impairment to the extent required hereunder.

      


      (i)       
    Notwithstanding anything in the definition of “Fair
Market Value” in Section 11(s) hereof
to the contrary, the term “Fair Market Value” when used in reference to the
Designated Assets in this Section 3 shall mean
such fair market value of the Designated Assets as determined in good faith by
the Board of Directors and stated in the applicable redemption notice required
to be mailed to all holders of shares of Preferred Stock pursuant to Section 3(d) or Section 3(e)
hereof.  If holders of a majority of the then-outstanding shares of
Preferred Stock disagree with the Fair Market Value of the Designated Assets as
so determined by the Board of Directors, then such holders (the “Objecting Holders”)
shall notify the Board of Directors of such disagreement in writing specifying
in detail the particulars of such disagreement within 15 calendar days of
receipt of the applicable redemption notice.  The Board of Directors
and such holders of shares of Preferred Stock shall use their respective
reasonable best efforts to resolve any disagreements raised by such holders of
shares of Preferred Stock within 15 calendar days of the Board of Directors’
receipt of such notice of disagreement.  If, at the end of such
period, the Board of Directors and such holders of shares of Preferred Stock are
unable to resolve such disagreement, the Board of Directors and such holders of
shares of Preferred Stock shall select a mutually agreeable nationally
recognized investment bank, appraisal or accounting firm which is independent of
the Corporation and the Objecting Holders (whose fees and expenses shall be
borne equally by the Corporation, on the one hand, and the Objecting Holders, on
the other hand) to resolve any remaining disagreements.  The
determination of such investment bank, appraisal or accounting firm shall be
final, binding and conclusive on such parties.  The Board of Directors
and such holders of shares of Preferred Stock shall use their reasonable best
efforts to cause such investment bank, appraisal or accounting firm to make its
determination within 15 calendar days of accepting its
selection.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                4.

              	
                Voting
      Rights.

              


      

       

      Except as
required by applicable law, holders of shares of Preferred Stock shall not have
any voting powers, either general or special.

      


      
        	
                5.

              	
                Liquidation Rights and
      Preference.

              


      

       

      (a)           Upon
the occurrence of a liquidation, dissolution or winding up of the Corporation,
holders of the then-outstanding shares of Preferred Stock shall be entitled to
receive and be paid out of the assets of the Corporation available for
distribution, before any payment or distribution shall be made to any holder of
shares of Junior Stock (without duplication of any Redemption Amounts paid
pursuant to Section
3 hereof), an amount in cash equal to the then-applicable Liquidation
Preference on the date of such liquidation, dissolution or winding up of the
Corporation.  If upon a liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution are
insufficient to pay the holders of Preferred Stock the full Liquidation
Preference upon the occurrence of such an event, then all of the assets of the
Corporation available for distribution shall be distributed to the holders of
then-outstanding shares of Preferred Stock ratably in proportion to the full
respective amounts to which they are entitled.

      


      (b)           The
value of any property not consisting of cash that may be distributed by the
Corporation to the holders of Preferred Stock will equal the Fair Market Value
thereof.

      


      (c)           Neither
the voluntary sale, conveyance, transfer, lease or exchange of all or
substantially all of the property or business of the Corporation, nor the
merger, consolidation or combination of the Corporation into or with any other
corporation or entity, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for the purpose of this Section
5.  The Corporation shall provide each holder of Preferred
Stock notice no later than five days after the Corporation or any of its
subsidiaries becomes aware of any fact, circumstance, event, change, violation,
development, effect, condition or occurrence which has given rise to, or could
reasonably be expected to give rise to, a liquidation, dissolution or winding up
of the Corporation.

      


      
        	
                6.

              	
                Change of
      Control.

              


      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      (a)           In
the event of a Change of Control, holders of issued and outstanding shares of
Preferred Stock shall be entitled to receive, in exchange for each such holder’s
shares of Preferred Stock and subject to and upon consummation of such Change of
Control, an amount in cash equal to the then-applicable Liquidation Preference
on the date of consummation of such Change of Control.

       

      (b)           The
Corporation shall, prior to the consummation of a Change of Control, make all
appropriate provisions (in form and substance reasonably satisfactory to holders
of at least two-thirds of the then-outstanding shares of Preferred Stock) to
insure that each holder of Preferred Stock shall receive, upon consummation of
such Change of Control, such applicable amount provided for in Section 6(a) hereof
and, if necessary, shall require the successor entity (if other than the
Corporation) resulting from the Change of Control to assume by written
instrument (in form and substance reasonably satisfactory to holders of at least
two-thirds of the then-outstanding shares of Preferred Stock) the obligation to
pay such amounts to holders of then-outstanding shares of Preferred
Stock.  The Corporation shall provide each holder of Preferred Stock
notice of any Change of Control for purposes of this Section 6 no later
than 15 days prior to the payment date stated therein.

       

      
        	
                7.

              	
                Additional Classes or
      Series of Stock.

              


      

       

      The Board
of Directors shall have the right at any time in the future to authorize, create
and issue, by resolution or resolutions, one or more additional classes or
series of stock of the Corporation, and to determine and fix the distinguishing
characteristics and the relative rights, preferences, privileges and other terms
of the shares thereof.

      


      
        	
                8.

              	
                Information
      Rights.

              


      

       

      Upon the
reasonable request of any holder of shares of Preferred Stock, the Corporation
shall, and shall cause its representatives to, provide such information
(including, without limitation, periodic financial statements and budgets) to
the extent necessary for any such holder to satisfy any applicable tax or
regulatory requirements.

       

      
        	
                9.

              	
                Amendments.

              


      

       

      Notwithstanding
anything to the contrary herein, the Corporation, upon approval of at least
two-thirds of the then-outstanding shares of Preferred Stock, may amend, alter,
supplement or repeal any provision of this Certificate pursuant to the following
terms and conditions:

      


      (a)          
The annual dividend rate, the Redemption Amount or the Liquidation Preference of
the Preferred Stock shall not be reduced without the unanimous consent of the
holders of all shares of Preferred Stock.

      


      (b)           Holders
of the Preferred Stock shall be entitled to one vote per share on matters on
which their consent is required pursuant to this Section 9. Consents
shall be effective when duly executed and delivered to the
Corporation.  In connection with any meeting of such holders, the
Board of Directors shall fix a record date, neither earlier than 60 days nor
later than 10 days prior to the date of such meeting, and holders of record of
shares of the Preferred Stock on such record date shall be entitled to notice of
and to vote at any such meeting and any adjournment.  The Board of
Directors, or such person or persons as it may designate, may establish
reasonable rules and procedures as to the solicitation of the consent of holders
of the Preferred Stock at any such meeting or otherwise, which rules and
procedures shall conform to the requirements of any national securities exchange
on which the Preferred Stock may be listed at such time.


      
        
           


        

        
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                10.

              	
                Notices.

              


      

       

      Any
notice, demand or other communication that by any provision of this Certificate
is required or permitted to be given or served to or upon the Corporation shall
be given or served in writing addressed (unless and until another address shall
be published by the Corporation) to the Federal Agricultural Mortgage
Corporation, 1133 Twenty-First Street, N.W., Suite 600, Washington, D.C. 20036,
Attention:  Vice President - General Counsel and
Secretary.  Such notice, demand or other communication to or upon the
Corporation shall be deemed to have been sufficiently given or made only upon
actual receipt of a writing by the Corporation. Any notice, demand or other
communication that by any provision of this Certificate is required or permitted
to be given or served by the Corporation hereunder may be given or served by
being deposited first class, postage prepaid, in the United States mail
addressed (a) to the holder as such holder’s name and address may appear at such
time in the books and records of the Corporation or (b) if to a person or entity
other than a holder of record of the Preferred Stock, to such person or entity
at such address as it appears to the Corporation to be appropriate at such time.
Such notice, demand or other communication shall be deemed to have been
sufficiently given or made, for all purposes, upon mailing.

      


      
        	
                11.

              	
                Definitions.

              


      

       

      As used
herein, the following terms shall have the following meanings:

       

      (a)           “Accumulated
Dividends” means, with respect to each share of Preferred Stock, as of
any date, an amount computed at the annual dividend rate for Preferred Stock,
from the Issue Date to and including the date to which such dividends are to be
accrued (whether or not such dividends have been declared), less the aggregate
amount of all dividends previously paid on such share (subject to adjustment of
such dollar amount for any stock splits, stock dividends, combinations,
recapitalizations or similar transactions).

       

      (b)           “Act” shall have the
meaning set forth in the recitals.

      


      (c)           “Amended and Restated
Certificate of Designation” shall have the meaning set forth in the
recitals.

       

      (d)           “Board of Directors”
shall have the meaning set forth in the recitals.

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (e)           “Business Day” means
any day other than a Saturday, Sunday or a day on which banks are required or
authorized to close in New York, New York.

       

      (f)         
  “Bylaws” means the
By-Laws of the Corporation.

      


      (g)           “Certificate” means
this Second Amended and Restated Certificate of Designation of Terms and
Conditions of Senior Cumulative Perpetual Preferred Stock, Series
B-2.

       

      (h)           “Change of Control”
means the occurrence of (i) any consolidation or merger of the Corporation with
or into any other entity, or any other corporate reorganization or transaction
(including the acquisition of capital stock of the Corporation), in which the
stockholders of the Corporation immediately prior to such consolidation, merger,
reorganization or transaction own capital stock representing directly, or
indirectly through one or more entities, less than fifty percent (50%)
of  the voting power of the Corporation or other surviving entity
immediately after such consolidation, merger, reorganization or transaction,
(ii) any transaction or series of related transactions, after giving effect to
which in excess of fifty percent (50%) of the Corporation’s voting power is
owned directly, or indirectly through one or more entities, by any “person” (as
that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) or (iii) a sale, lease or other disposition of all or substantially all
of the assets of the Corporation and its subsidiaries on a consolidated basis in
any transaction or series of related transactions to any “person”; excluding, in the
case of clause (i) or (ii), any bona fide primary or secondary public offering
of securities.

       

      (i)        
   “Class A Common Stock”
shall have the meaning ascribed to such term in Section 1
hereof.

      


      (j)      
     “Class B Common Stock”
shall have the meaning ascribed to such term in Section 1
hereof.

      


      (k)           “Class C Common Stock”
shall have the meaning ascribed to such term in Section 1
hereof.

      


      (l)       
    “Common Stock” shall
have the meaning ascribed to such term in Section 1
hereof.

       

      (m)          “Convertible
Securities” means any bonds, debentures, notes or other evidence of
indebtedness, capital stock or other securities directly or indirectly
convertible into, or exercisable or exchangeable for, Common Stock.

       

      (n)           “Corporation” shall
have the meaning ascribed to such term in the recitals.

      


      (o)           “Corporation Debt”
shall have the meaning ascribed to such term in Section 3(a)
hereof.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (p)           “Designated Assets”
means securities and loans that are qualified under the Farmer Mac I or Farmer
Mac II programs or such other assets that are otherwise acceptable to the
holders of Preferred Stock.

       

      (q)           “Dividend Payment
Date” means March 31, June 30, September 30 and December 31 of each
year.

       

      (r)           “Dividend Period”
shall have the meaning ascribed to such term in Section 2(a)
hereof.

       

      (s)           “Fair Market Value” of
Common Stock or any other security or property of the Corporation means the fair
market value thereof as determined in accordance with the following
rules:

       

      (i)           For
Common Stock or other security of the Corporation traded or quoted on the NYSE
or other national securities exchange or automated quotation system, the Fair
Market Value will be the average closing price of shares of Common Stock or such
other security on the NYSE or such exchange or quotation system for a five
consecutive trading-day period, ending on the trading day immediately prior to
the date of determination;

       

      (ii)          For
any security that is not so traded or quoted, the Fair Market Value shall be
determined: (x) mutually by the Board of Directors and the holders of at least a
two-thirds of the then-outstanding shares of Preferred Stock or (y) by a
nationally recognized investment bank, appraisal or accounting firm which is
independent of the Corporation and the holders of outstanding shares of
Preferred Stock (whose fees and expenses shall be borne equally by the
Corporation, on the one hand, and the holders of outstanding shares of Preferred
Stock, on the other hand) selected by mutual agreement between the Board of
Directors and the holders representing a majority of the then-outstanding shares
of Preferred Stock; and

       

      (iii)         For
any other property, the Fair Market Value shall be determined by the Board of
Directors in good faith, assuming a willing buyer and a willing seller in an
arms’-length transaction; provided, that if
holders representing two-thirds of the then-outstanding shares of Preferred
Stock object to a determination by the Board of Directors made pursuant to this
clause (iii), the Fair Market Value of such property shall be as determined by a
nationally recognized investment bank, appraisal or accounting firm which is
independent of the Corporation and the holders of outstanding shares of
Preferred Stock  (whose fees and expenses shall be borne equally by
the Corporation, on the one hand, and the holders of outstanding shares of
Preferred Stock, on the other hand) selected by mutual agreement between the
Board of Directors and such holders.

       

      (t)           “Issue Date” means,
with respect to each share of Preferred Stock, the date of the initial issuance
of such share of Preferred Stock.

       

      (u)          “Junior Stock” shall
have the meaning ascribed to such term in Section 1
hereof.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (v)           “Liquidation
Preference” shall have the meaning ascribed to such term in Section 1
hereof.

       

      (w)          “Mandatory Redemption
Amount” shall have the meaning ascribed to such term in Section 3(a)
hereof.

       

      (x)           “Mandatory Redemption
Date” shall have the meaning ascribed to such term in Section 3(d)
hereof.

       

      (y)           “Mandatory Redemption
Event” shall have the meaning ascribed to such term in Section 3(a)
hereof.

      


      (z)           “Mandatory Redemption
Notice” shall have the meaning ascribed to such term in Section 3(d)
hereof

      


      (aa)         “NYSE” means the New
York Stock Exchange.

       

      “Objecting Holders”
shall have the meaning ascribed to such term in Section 3(i)
hereof.

       

      (bb)        “Optional Redemption
Amount” shall have the meaning ascribed to such term in Section 3(b)
hereof.

       

      (cc)    
    “Optional Redemption
Date” shall have the meaning ascribed to such term in Section 3(b)
hereof.

       

      (dd)        “Optional Redemption
Notice” shall have the meaning ascribed to such term in Section 3(e)
hereof.

      


      (ee)         “Options” means any
rights, options, warrants or similar securities to subscribe or exchange for,
purchase or otherwise acquire Common Stock or Convertible
Securities.

       

      (ff)          “Par Value” shall have
the meaning ascribed to such term in Section 1
hereof.

       

      (gg)        “Preferred Stock”
shall have the meaning ascribed to such term in Section 1
hereof.

       

      (hh)        “Redemption Amount”
shall have the meaning ascribed to such term in Section 3(b)
hereof.

       

      (ii)           “Redemption Date”
shall have the meaning ascribed to such term in Section 3(d)
hereof.

       

      (jj)           “Series B-1 Preferred
Stock” means the Senior Cumulative Perpetual Preferred Stock, Series B-1,
par value $1,000.00 per share, of the Corporation.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (kk)         “Series B-3 Preferred
Stock” means the Senior Cumulative Perpetual Preferred Stock, Series B-3,
par value $1,000.00 per share, of the Corporation.

      


      (ll)           “Subsequent Preferred
Stock” means the 15,000 shares of Preferred Stock issued on the Second
Issue Date.

      


      (mm)       “Voluntary Bankruptcy
Event” shall have the meaning ascribed to such term in Section 3(a)
hereof.

      


      
        	
                12.

              	
                Miscellaneous.

              


      

       

      (a)           The
Corporation and any agent of the Corporation may deem and treat the holder of a
share or shares of Preferred Stock, as shown in the Corporation’s books and
records, as the absolute owner of such share or shares of Preferred Stock for
the purpose of receiving payment of dividends and redemption proceeds in respect
of such share or shares of Preferred Stock and for all other purposes
whatsoever, and neither the Corporation nor any agent of the Corporation shall
be affected by any notice to the contrary. All payments made to or upon the
order of any such person shall be valid and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge liabilities for moneys payable by the
Corporation on or with respect to any such share or shares of Preferred
Stock.

      


      (b)           The
shares of the Preferred Stock, when duly issued, shall be fully paid and
non-assessable.

      


      (c)           The
Preferred Stock shall be issued and shall be transferable on the books of the
Corporation, only in whole shares, it being intended that no fractional
interests in shares of Preferred Stock shall be created or recognized by the
Corporation.

      


      (d)           For
purposes of this Certificate, the term the “Corporation” shall mean the Federal
Agricultural Mortgage Corporation and any successor thereto by operation of law
or by reason of a merger, consolidation or combination.

      


      (e)           This
Certificate and the respective rights and obligations of the Corporation and the
holders of the Preferred Stock with respect to such Preferred Stock shall be
construed in accordance with and governed by the laws of the United States,
provided that the law of the District of Columbia shall serve as the federal
rule of decision in all instances except where such law is inconsistent with the
Corporation’s enabling legislation, its public purposes or any provision of this
Certificate.

      


      (f)          
 RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF THE PREFERRED STOCK BY OR
ON BEHALF OF A HOLDER SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE
HOLDER (AND ALL OTHERS HAVING BENEFICIAL OWNERSHIP OF SUCH SHARE OR SHARES) OF
ALL OF THE TERMS AND PROVISIONS OF THIS CERTIFICATE.  NO SIGNATURE OR
OTHER FURTHER MANIFESTATION OF ASSENT TO THE TERMS AND PROVISIONS OF THIS
CERTIFICATE SHALL BE NECESSARY FOR ITS OPERATION OR EFFECT AS BETWEEN THE
CORPORATION AND THE HOLDER (AND ALL SUCH OTHERS).


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (g)           Shares
of Preferred Stock which have been redeemed, repurchased or otherwise cancelled
shall be retired and have the status of authorized and unissued shares of
Preferred Stock, without designation as to series until such shares are once
more designated as a part of a particular series by the Board of
Directors.

      


      (h)           If
any right, power, preference, privilege or limitation of the Preferred Stock set
forth herein (as the same may be amended from time to time), is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other rights, powers, preferences, privileges and limitations set
forth herein (as so amended) which can be given effect without the invalid,
unlawful or unenforceable right, power, preference, privilege or limitation
shall, nevertheless, remain in full force and effect, and no right, power,
preference, privilege or limitation herein set forth shall be deemed dependent
upon any other such right, power, preference, privilege or
limitation.

      


      (i)        
   The headings of the various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

      


      (j)           
This Certificate amends, restates and replaces in all respects the Amended and
Restated Certificate of Designation.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Second Amended and Restated Certificate of Designation of
Terms and Conditions of Senior Cumulative Perpetual Preferred Stock, Series B-2,
is executed on behalf of the Corporation by its Acting President and Chief
Executive Officer and attested by its Corporate Secretary as of the 15th day of December, 2008.

       

      


      
        
          	 
      	 
      	 
      	
                  FEDERAL
      AGRICULTURAL MORTGAGE CORPORATION

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Michael A. Gerber

                
	 
      	 
      	 
      	 
      	
                  Name: 
      

                	
                  Michael
      A. Gerber

                
	 
      	 
      	 
      	 
      	
                  Title:

                	
                  Acting
      President and Chief

                
	 
      	 
      	 
      	 
      	 
      	
                  Executive
      Officer

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Attest:

                	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Jerome G. Oslick

                	 
      	 
      	 
      
	 
      	
                  Name:

                	
                  Jerome
      G. Oslick

                	 
      	 
      	 
      
	 
      	
                  Title:

                	
                  Corporate
      Secretary

                	 
      	 
      	 
      


        

      

      


       

    

    15