Unassociated Document


    
      

    

    
      Exhibit
4.6

      


      


      FEDERAL
AGRICULTURAL MORTGAGE CORPORATION

       

      CERTIFICATE
OF DESIGNATION OF TERMS AND CONDITIONS

       

      of

       

      SENIOR
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B-3

       

      (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 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 the final terms of
the issuance and sale of the preferred stock of the Corporation designated
below.

       

      The
Senior Cumulative Perpetual Preferred Stock, Series B-3, 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 hereby (the “Preferred Stock”)
shall be designated “Senior Cumulative Perpetual Preferred Stock,
Series B-3,” 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 70,000 shares. 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 and Series B-2 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 and Series B-2 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-2
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-2 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
December 31, 2009, (ii) 12% of the then-applicable Liquidation Preference
per share of Preferred Stock from and after the period commencing on the day
following December 31, 2009 and ending on December 31, 2010, (iii) 14% of
the then-applicable Liquidation Preference per share of Preferred Stock from and
after the period commencing on the day following December 31, 2010 and ending on
December 31, 2011 and (iv) 16% of the then-applicable Liquidation
Preference per share of Preferred Stock from and after December 31, 2011.
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 March 31, 2009.  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.

       

      (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.

       

      
        
           


        

        
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      (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-2 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, (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”) or (vi) any failure by the Corporation timely to provide a Report
pursuant to Section 9 hereof, but only if the Corporation has failed to provide
such Report five Business Days after receipt of notice from Guggenheim Partners
that it has not received such Report (each of the events described in
clauses (i) through (vi), 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.

       

      (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 September 30, 2009 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.

       

      
        
           


        

        
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      (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.

       

      (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.

       

      
        
           


        

        
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      (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.

       

      (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 12(r)
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.

       

      
        
           


        

        
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      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.           
 Protective
Provisions

       

      Notwithstanding
anything to the contrary herein, so long as any shares of Preferred Stock are
issued and outstanding, the consent of holders of at least two-thirds of the
then-outstanding shares of Preferred Stock shall be required for any of the
following; provided, that no
such consent shall be required if provision is made for the redemption of shares
of Preferred Stock then-outstanding pursuant to Section 3 hereof at
or before the time any of the following is to be consummated or made, as the
case may be:

      


      (a)           any
amendment, alteration, deletion, repeal or other change of any provision of the
Bylaws in any manner that adversely affects the designation, powers,
preferences, rights, privileges, qualifications, limitations, restrictions,
terms or conditions of the Preferred Stock;

       

      (b)           any
increase or decrease in the authorized amount of shares of Preferred Stock,
except for the redemption and retirement of shares of Preferred Stock as
provided for in Section 3
hereof;

       

      (c)           (i)
any issuance of, or any agreement to be obligated to issue, any capital stock of
the Corporation that ranks senior to, or on parity with, the Preferred Stock
with respect to dividend distributions and distributions upon a liquidation,
dissolution or winding up of the Corporation, or any debt or other securities of
the Corporation that is convertible into or exercisable for such securities or
(ii) any amendment or reclassification of any existing equity security of the
Corporation such that such security would rank senior to, or on parity with, the
Preferred Stock;

       

      
        
           


        

        
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      (d)           taking
of any action, or proposing to take any action to effect, a Voluntary Bankruptcy
Event;

       

      (e)           repurchasing,
redeeming or otherwise acquiring (or paying into or setting funds aside for a
sinking fund for such purpose) any equity securities of the Corporation, except
for the redemption and retirement of shares of Series B-1 Preferred Stock,
Series B-2 Preferred Stock or Preferred Stock as provided for, with respect to
the Preferred Stock, in Section 3 hereof;
or

       

      (f)         
  merging or consolidating with any other Person, entering into any
other Change of Control transaction, or approving or effecting a plan of
complete or partial liquidation, dissolution or winding up.

       

      6.         
   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 6.  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.

       

      7.        
    Change of
Control.

       

      (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.

       

      
        
           


        

        
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      (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 7(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 7 no
later than 15 days prior to the payment date stated therein.

       

      8.          
  Additional
Classes or Series of Stock.

       

      Subject
to Section 5 hereof, 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.

       

      9.       
     Information
Rights.

       

      For so
long as Guggenheim Partners or any of its affiliates holds shares of the
Preferred Stock, the Corporation agrees to provide Guggenheim Partners, on a
monthly basis, the regular financial reports provided to members of the
Corporation’s Board of Directors (each, a “Report”).  The
Corporation will provide each Report within 45 days after the last day of the
month for which information is provided in such Report.  Guggenheim
Partners and its affiliates acknowledge that the Reports contain material
non-public information about the Corporation, will maintain the Reports in
strict confidence and will not trade in any debt or equity securities of the
Corporation other than in the two-week period following the filing by the
Corporation with the Securities and Exchange Commission of its periodic
financial reports on Forms 10-Q and 10-K.

       

      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.

       

      
        
           


        

        
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      10.           Amendments.

       

      Notwithstanding
anything to the contrary herein, subject to Section 5 hereof, 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 Section 5 hereof or this Section 10.  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.

       

      11.           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.

       

      12.           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).

       

      
        
           


        

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

       

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

       

      (d)           “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.

       

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

       

      (f)         
  “Certificate” means
this Certificate of Designation of Terms and Conditions of Senior Cumulative
Perpetual Preferred Stock, Series B-3.

       

      (g)           “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.

       

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

       

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

       

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

       

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

       

      (l)        
   “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.

       

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

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


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

       

      (o)       
   “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.

       

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

       

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

       

      (r)        
   “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.

       

      (s)           “Guggenheim Partners”
means Guggenheim Partners, LLC.

       

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

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


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

       

      (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.

       

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

       

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

       

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

       

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

       

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

       

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

       

      (hh)        “Person” means any
individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization, governmental entity or other entity of any kind or
nature.

       

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

       

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

       

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

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (ll)           “Report” shall have
the meaning ascribed to such term in Section 9 hereof.

       

      (mm)       “Series B-1 Preferred
Stock” means the Senior Cumulative Perpetual Preferred Stock, Series B-1,
par value $1,000 per share, of the Corporation.

       

      (nn)        “Series B-2 Preferred
Stock” means the Senior Cumulative Perpetual Preferred Stock, Series B-2,
par value $1,000 per share, of the Corporation.

       

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

       

      13.           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).

       

      
        
           


        

        
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      (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.

       

      


      IN
WITNESS WHEREOF, this Certificate of Designation of Terms and Conditions of
Senior Cumulative Perpetual Preferred Stock, Series B-3, 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

                          	 
      	 
      	 
      


                  

                

              

            

          

        

      

      
 

    

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