FEDERAL AGRICULTURAL MORTGAGE CORP (Form: 8-K, Received: 04/05/2013 17:23:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 3, 2013

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact Name of Registrant as Specified in Charter)



Federally chartered instrumentality of the United States	001-14951	52-1578738
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1999 K Street, N.W., 4 ^th Floor, Washington D.C.		20006
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (202) 872-7700

No change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

_____________________________________________________________________________________________


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Grants of Stock Appreciation Rights

On April 2, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of Farmer Mac approved grants of stock appreciation rights (“SARs”) to the following executive officers of Farmer Mac pursuant to Farmer Mac’s 2008 Omnibus Incentive Plan (the “2008 Plan”), effective as of April 3, 2013 (the “Grant Date”):



Executive Officers
Name	Number of SARs Granted
Timothy Buzby	6,181
Tom Stenson	10,180
R. Dale Lynch	10,180
Stephen Mullery	6,545

Each SAR granted represents the right to receive, upon exercise, an amount equal to the excess, if any, of the fair market value of a share of Farmer Mac’s Class C non-voting common stock (each, a “Share”) on the applicable date of exercise over the grant price. Any amount received upon exercise of SARs is payable in Shares. The grant price for the SARs listed above is $30.20 per Share, which represents the closing price of a Share on the New York Stock Exchange on the Grant Date, in accordance with a policy adopted by the Committee. These SARs will vest in three equal annual installments on each of March 31, 2014, 2015, and 2016, and their expiration date is April 3, 2023 (the “Expiration Date”), which is the tenth anniversary of the Grant Date. Mr. Buzby was awarded fewer SARs than the other executive officers on the Grant Date in consideration of the 8,983 SARs previously awarded to Mr. Buzby on December 6, 2012 in connection with his appointment as Farmer Mac’s President and Chief Executive Officer on October 3, 2012.

For the SARs awarded on the Grant Date, upon a participant’s termination of employment for death or disability (as defined in the 2008 Plan), all unvested SARs will automatically vest and become exercisable and vested SARs will remain exercisable for one year or until the Expiration Date, whichever is earlier.

Upon a participant’s termination of employment for retirement, all unvested SARs will continue to vest as scheduled and vested SARs will remain exercisable for five years or until the Expiration Date, whichever is earlier. For these purposes, retirement is defined as the termination of employment without Cause (as defined in the 2008 Plan, in Farmer Mac’s Executive Officer Severance Plan, or in a participant’s employment agreement, as applicable) after attaining age fifty-five (55) and a combined age and years of employment at Farmer Mac of at least seventy-five (75).

Upon a participant’s termination of employment for any reason other than death, disability, retirement, or for Cause, all unvested SARs will be cancelled immediately and vested SARs will remain exercisable for one year or until the Expiration Date, whichever is earlier. Upon a participant’s termination for Cause, any unexercised SARs, whether vested or unvested, will be cancelled immediately.

The 2008 Plan was previously filed as Exhibit 10.1.2 to Farmer Mac’s Quarterly Report on Form 10-Q filed on August 12, 2008. The form of award agreement for SARs awarded under the 2008 Plan on the Grant Date is attached to this report as Exhibit 10.1. Both of those Exhibits are incorporated in this report by reference.

Grants of Restricted Stock

Also on April 2, 2013, the Committee approved grants of restricted shares of Farmer Mac’s Class C non-voting common stock (the “Restricted Stock”) to the following executive officers and directors of Farmer Mac pursuant to the 2008 Plan, effective as of the Grant Date:



Executive Officers
Name	Number of Shares of Restricted Stock Granted
Name	Time-Based Vesting	Performance-Based Vesting
Timothy Buzby	9,382	9,382
Tom Stenson	3,863	3,864
R. Dale Lynch	3,863	3,864
Stephen Mullery	2,483	2,484

Directors
Name	Number of Shares of Restricted Stock Granted (Time-Based Vesting)
Dennis Brack	2,020
Chester Culver	2,020
Richard Davidson	2,020
James Engebretsen	2,020
Dennis Everson	2,020
Sara Faivre-Davis	2,020
Thomas Hill	2,020
Mitchell Johnson	2,020
Lowell Junkins	2,020
Clark Maxwell	2,020
James McElroy	2,020
J. Dan Raines	2,020
Bruce Sherrick	2,020
Myles Watts	2,020
Douglas Wilhelm	2,020

The Restricted Stock listed above granted to directors will vest in full on March 31, 2014 or proportionately to the date of any director’s (i) death, (ii) disability, or (iii) involuntary removal from the Board without cause, including replacement as a director by the President of the United States.

The Restricted Stock listed above granted to executive officers as time-based vesting awards will vest in three equal annual installments on each of March 31, 2014, March 31, 2015, and March 31, 2016.

The Restricted Stock listed above granted to executive officers as performance-based vesting awards will vest on March 31, 2016, subject to attainment of the following performance targets:

(a) Fifty percent (50%) of the performance-based vesting Restricted Stock shall vest on March 31, 2016 if it is determined by the Committee that Farmer Mac maintained compliance with all applicable regulatory capital requirements between January 1, 2013 and December 31, 2015, with the

Committee retaining discretion to vest 0% to 100% of this portion of the award based on the Board’s subjective measurement of Farmer Mac’s capital adequacy over that three-year period; and

(b) Fifty percent (50%) of the performance-based vesting Restricted Stock shall vest on March 31, 2016 if it is determined by the Committee that Farmer Mac achieved (i) an annual rate of net charge-offs to the average balance of outstanding guarantees, loans, and commitments less than or equal to 20 basis points for the period starting on January 1, 2013 and ending on December 31, 2015, and (ii) an average percentage of total 90-day delinquencies to guarantees, loans, and commitments of not greater than 2.5% for the period starting on January 1, 2013 and ending on December 31, 2015. For purposes of performing these calculations: (y) “net charge-offs” is defined as charge-offs to Farmer Mac’s allowance for losses net of actual recoveries plus any writedowns on real estate owned (REO) properties and any gains or losses realized upon disposition of REO properties, and (z) average balances are determined by calculating a simple average of reported balances as of the end of each calendar quarter.

Upon an executive officer’s termination of employment for any reason other than (i) death, (ii) disability, or (iii) retirement, unvested Restricted Stock will be cancelled immediately. Upon an executive officer’s death or disability, unvested Restricted Stock will vest immediately. Upon retirement, unvested Restricted Stock will continue to vest as scheduled. For these purposes, retirement has the same meaning used in the SARs award agreements described above.

The form of award agreements for Restricted Stock awarded to executive officers under the 2008 Plan on the Grant Date are attached to this report as Exhibits 10.2 and 10.3. The form of award agreement for Restricted Stock awarded to directors under the 2008 Plan on the Grant Date was previously filed as Exhibit 10.3 to the Current Report on Form 8-K filed on April 6, 2012. All of those Exhibits are incorporated in this report by reference.

Awards of Cash Bonuses

On April 2, 2013, the Committee approved the payment of the following performance-based cash bonuses to Farmer Mac’s executive officers, which were calculated based on targets for Farmer Mac’s earnings, program asset volume, asset quality, and net charge-offs, as well as each individual's leadership and strategic performance, in each case for the period from January 1, 2012 through December 31, 2012, as determined by the Committee:



Name	Cash Bonus Awarded
Timothy Buzby	$432,709.38
Tom Stenson	$399,877.50
Stephen Mullery	$171,937.50

Mr. Buzby's cash bonus for 2012 was determined in accordance with the terms of his December 2012 employment agreement. 75% of the bonus was calculated based on the base salary ($365,000) and the incentive salary target (60%) applicable to Mr. Buzby in his prior role as Chief Financial Officer through October 3, 2012. The remaining 25% of the bonus was calculated based on the base salary ($500,000) and the incentive salary target (80%) applicable to Mr. Buzby in his current role as Chief Executive Officer. Those components of the bonus were then multiplied by the total level of incentive achieved for 2012 (163.75%) in the performance measures specified in Farmer Mac's proxy statement filed with the SEC on April 27, 2012.

All equity and cash compensation awarded to executive officers as described above are subject to any recoupment or “clawback” policy as may be adopted by the Board of Directors of Farmer Mac, including to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable law or regulation.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

10.1 Form of SARs Award Agreement for grants made after April 1, 2013.


10.2	Form of Time-Based Restricted Stock Award Agreement for grants made to non-directors after April 1, 2013.


10.3	Form of Performance-Based Restricted Stock Award Agreement for grants made to non-directors after April 1, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By: /s/ Stephen P. Mullery

Name: Stephen P. Mullery

Title: Senior Vice President – General Counsel

Dated: April 5, 2013

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
2008 OMNIBUS INCENTIVE PLAN
FORM OF SARs AWARD AGREEMENT

THIS AGREEMENT (the “ Agreement ”), effective as of [DATE] (the “ Grant Date ”), between the Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States and an institution of the Farm Credit System (the “ Company ”), and [NAME] (the “ Participant ”).

WHEREAS, the Participant is an employee of the Company and pursuant to the terms of the Company’s 2008 Omnibus Incentive Plan (the “ Plan ”), the Company desires to provide the Participant with an incentive to remain in the employment of the Company and to align the Participant’s interest with the interest of the Company’s stockholders;

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1. Definitions . Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

2. Grant of SARs . Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to the Participant [ # ] SARs with a Grant Price of $[CLOSING PRICE OF A SHARE ON GRANT DATE] per share. Each SAR represents the right to receive upon exercise an amount equal to the excess, if any, of (i) the Fair Market Value of a Share on the Exercise Date (as defined in Section 2(c)) over (ii) the Grant Price.

3. Terms and Conditions of SARs . The SARs evidenced hereby are subject to the following terms and conditions:

(a) Vesting . Subject to the Participant’s continued employment and the terms and conditions set forth in the Plan and this Agreement, [_____] of the SARs shall vest on [_____].

(b) Term . The SARs shall expire and shall no longer be exercisable on and after the [____] anniversary of the Grant Date (the “ Expiration Date ”), subject to earlier termination in accordance with this Agreement.

(c) Exercise . Subject to the limitations set forth in this Agreement and the Plan, the Participant may exercise vested SARs, in whole or in part, by submitting a written exercise notice in a form approved by the Committee from time to time. The exercise date (the “ Exercise Date ”) shall be the date on which Company receives a written notice of exercise, duly completed and submitted by the Participant relating to the SARs, if such notice is received by 5:00 p.m. (Eastern Time) and the following business day if notice is received after such time.

(d) Settlement of SARs . Payment in respect of the SARs that have been exercised shall be made to the Participant as soon as administratively practicable following the Exercise Date.

The amount of payment will be equal to the excess of the Fair Market Value of the Shares on the Exercise Date over the Grant Price multiplied by the number of SARs being exercised (the “ SAR Payment Amount ”). The SAR Payment Amount shall be paid in Shares. The number of Shares to be delivered will be equal to SAR Payment Amount divided by the Fair Market Value of the Shares on the Exercise Date rounded up to the nearest whole Share.

(e) Issuance of Certificate . A certificate evidencing the appropriate number of Shares shall be issued in the name of the Participant as soon as practicable following such exercise.

4. Termination of Employment .

(a) General . If the Participant ceases to be employed by the Company for any reason other than death, Disability, Retirement, or for Cause: (i) unvested SARs shall be cancelled immediately; and (ii) vested SARs shall remain exercisable until the earlier of (A) the Expiration Date and (B) one (1) year following the Participant’s date of termination.

(b) Death; Disability . If the Participant ceases to be employed by the Company due to the Participant’s death or Disability: (i) unvested SARs shall automatically vest and become exercisable; and (ii) vested SARs shall remain exercisable until the earlier of (A) the Expiration Date and (B) one (1) year following the Participant’s date of termination.

(c) [ Retirement . [Provision included only in grants to executive officers] If the Participant ceases to be employed by the Company due to the Participant’s Retirement (as defined below): (i) unvested SARs shall continue to vest as scheduled; and (ii) vested SARs shall remain exercisable until the earlier of (A) the Expiration Date and (B) five (5) years following the Participant’s Retirement date. For purposes of this Agreement, “ Retirement ” means the termination of the Participant’s employment without Cause (as defined in the Plan, in the Company’s Executive Officer Severance Plan, or in the Participant’s employment agreement, as applicable) after attaining (A) age fifty-five (55); and (B) a combined age and years of employment at the Company of at least seventy-five (75).]

(d) Death Following Termination from the Company . If, during the ninety (90) day period following the Participant’s termination from the Company other than by Retirement, the Participant dies, any vested SARs shall remain exercisable until the earlier of (A) the Expiration Date and (B) one (1) year following the Participant’s date of death.

(e) Termination for Cause . If the Participant ceases to be employed by the Company for Cause (as defined in the Plan. in the Company’s Executive Officer Severance Plan, or in the Participant’s employment agreement, as applicable), any outstanding SARs (whether or not vested) shall be cancelled immediately and the Participant will have no rights with respect to the cancelled SARs.

5. Incorporation of Plan Terms . This Agreement sets forth the general terms and conditions of the SARs granted on the Grant Date. This Agreement and the SARs shall be subject to the Plan, the terms of which are hereby incorporated herein by reference. A copy of the

Plan may be obtained by contacting the General Counsel at the Company’s offices. In the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern unless the Plan specifically contemplates different terms being provided for in the Agreement. By accepting the SARs, the Participant acknowledges receipt of the Plan (in written or electronic form) and represents that he or she is familiar with its terms and provisions and hereby accept the SARs subject to all of the terms and provisions of the Plan and all interpretations, amendments, rules, and regulations which may, from time to time, be promulgated and adopted pursuant to the Plan. If the Participant receives or has received any other award under the Plan or any other equity compensation plan for any year, it shall be governed by the terms of the applicable award agreement, which may be different from those set forth herein.

6. Restrictions on Transfer of SARs . The SARs may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of to any third party without prior written consent of the Company except by will or the laws of descent and distribution or pursuant to a domestic relations order and during the Participant’s lifetime, the SARs shall be exercisable only by the Participant or his or her legal guardian or representative. Notwithstanding the foregoing, the Committee may, in its sole discretion and subject to the terms and conditions it establishes from time to time, authorize the Participant to transfer the SARs to one or more Immediate Family Members (or to trusts, partnerships, or limited liability companies established exclusively for Immediate Family Members) provided that there is no consideration for such transfer. Any attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of the SARs contrary to the provisions of the Plan or this Agreement shall be null and void and without effect. “ Immediate Family Member ” shall mean the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brother and sisters), in-laws, and persons related by reason of legal adoption.

7. Waiver . The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

8. Entire Agreement . This Agreement and the Plan constitute the entire agreement and understanding between the parties with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the SARs granted pursuant to this Agreement. By accepting the SARs, the Participant shall be deemed to accept all of the terms and conditions of the Plan and this Agreement.

market conditions, or (iii) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification, or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 12(i) of any such amendment, modification, or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the SARs in any manner that is consistent with the Plan and approved by the Committee.

10. Adjustments . Notwithstanding anything to the contrary contained herein, the Committee will make or provide for such adjustments to the SARs as are equitably required to prevent dilution or enlargement of the rights of the Participant that would otherwise result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, or (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash or other equity awards), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the SARs.

11. Listing . Notwithstanding anything to the contrary contained herein, the SARs may not be exercised, and the Shares acquired upon exercise of a SAR may not be purchased, sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with (a) the requirements of any securities exchange, securities association, market system, or quotation system on which securities of the Company of the same class as the Shares are then traded or quoted, (b) any restrictions on transfer imposed by the Company’s charter legislation or bylaws, and (c) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

12. Miscellaneous .

(a) No Right to Future Grants . The SARs are discretionary awards. Neither the Plan nor the grant of the SARs or any other awards confers on the Participant any right or entitlement to receive another award under the Plan or any other plan at any time in the future or with respect to any future period.

(b) No Right to Continued Employment . The SARs are awarded by virtue of the Participant’s employment with, and services performed for, the Company and its Subsidiaries. Neither the Plan nor this Agreement constitute an employment agreement and nothing herein shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee, if applicable. None of the Plan, this Agreement, the grant of SARs, nor any action taken or omitted to be taken under these documents shall be deemed to create or

confer on the Participant any right to be retained in the employ of the Company, or to interfere with or to limit in any way the right of the Company to terminate the Participant’s employment at any time.

(c) Stockholder Rights . Prior to settlement, the Participant shall have no rights of a stockholder with respect to the Shares underlying the SARs.

(d) No Advice . Nothing in the Plan or this Agreement should be construed as providing the Participant with financial, tax, legal, or other advice with respect to the SARs. The Company recommends that the Participant consult with his or her financial, tax, legal, and other advisors to provide advice in connection with the SARs.

(e) Assignment . The Participant may not assign any of his or her rights hereunder except as permitted by the Plan or by will or the laws of descent and distribution. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party. All agreements herein by or on behalf of the Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto. The Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Subsidiaries or affiliates.

(f) Tax Withholding . The Company shall have the right to require the Participant to remit to the Company, prior to the delivery of any cash or certificates evidencing Shares, an amount sufficient to satisfy any federal, state, or local tax withholding requirements. Prior to the Company’s determination of such withholding liability, the Participant may, if permitted by the Committee, make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold cash or Shares that would otherwise be received by such individual upon exercise of the SARs. The Company and its affiliates shall also have the right to deduct from all cash payments made to the Participant (whether or not such payment is in connection with the SARs) any federal, state or local taxes required to be withheld with respect to such payments.

(g) Headings . The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

(h) Section 409A of the Code . As the Grant Price is equal to the Fair Market Value of a Share on the Grant Date, the SARs are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“ Section 409A ”). Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision of this Award Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest, or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original

intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 12(h) does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the SARs will not be subject to taxes, interest, and penalties under Section 409A.

(i) Notices . Any notice required by the terms of the Plan or this Agreement shall be given in writing and shall be deemed effective upon personal delivery, sending, or posting of electronic communications or upon deposit in the mail, by registered or certified mail. Notice to the Company shall be delivered to the General Counsel at the Company’s offices; to the Participant at either (i) the address that most recently provided to the Company or (ii) by Company email, Company intranet postings or other electronic means that are generally used for Company employee communications.

13. Governing Law . This Agreement shall be governed by and construed in accordance with federal law. To the extent federal law incorporates state law, that state law shall be the laws of the District of Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan or this Agreement to the substantive law of another jurisdiction. By accepting the SARs the Participant hereby submits to the exclusive jurisdiction and venue of the federal courts in the District of Columbia, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

14. Recoupment . Amounts payable to the Participant under this Agreement shall be subject to any recoupment or “clawback” policy as may implemented and interpreted by the Company from time to time, including, but not limited to, any recoupment or “clawback” policy that may be implemented by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any other applicable law and regulation.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer as of the Grant Date.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By: ______________________

Name:

Title:

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

2008 OMNIBUS INCENTIVE PLAN

FORM OF RESTRICTED STOCK AGREEMENT
(PERFORMANCE-BASED VESTING GRANTS TO EMPLOYEES)

THIS AGREEMENT (the “ Agreement ”), effective as of [DATE] (the “ Grant Date ”), between Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States and an institution of the Farm Credit System (the “ Company ”), and [NAME] (the “ Participant ”).

WHEREAS, the Participant is an employee of the Company and, pursuant to the terms of the Company’s 2008 Omnibus Incentive Plan (the “ Plan ”), the Company desires to provide the Participant with an incentive to remain an employee of the Company and to align the Participant’s interests with the interests of the Company’s stockholders.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1. Definitions . Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

2. Grant of Restricted Stock . Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to the Participant [ # ] shares of Restricted Stock, which shall be subject to performance-based vesting.

3. Vesting and Settlement of the Restricted Stock . Subject to the Company achieving the performance goals set forth on Appendix A, the Restricted Stock shall vest on [DATE] (the “ Vesting Date ”) and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 6. A certificate evidencing the appropriate number of Shares may be issued through the Deposit/Withdrawal at Custodian (DWAC), the automated system for deposits and withdrawals of securities from the Depository Trust Company (DTC).

4. Termination of Employment .

a. Death; Disability . If, after the Grant Date and prior to the Vesting Date (the “ Restricted Period ”), the Participant’s employment with the Company terminates due to the Participant’s death or Disability, the Restricted Stock shall immediately vest and be settled in Shares.

b. [Retirement . [Provision included only in grants to executive officers] If the Participant ceases to be employed by the Company during the Restricted Period due to the Participant’s Retirement: (i) unvested Restricted Stock shall remain eligible for vesting pursuant to Section 3; and (ii) vested Restricted Stock shall be settled in Shares. For purposes of this Agreement “ Retirement ” means the termination of the Participant’s employment without Cause (as defined in the Plan. in the Company’s Executive Officer Severance Plan, or in the Participant’s employment agreement, as applicable) after attaining (i) age fifty-five (55) and (ii) a combined age and years of employment at the Company of at least seventy-five (75).]

c. Other Terminations of Employment . If the Participant’s employment with the Company terminates during the Restricted Period for any reason other than those set forth in Sections 4(a) and 4(b), any unvested Restricted Stock shall be cancelled immediately and the Participant will have no rights with respect to the cancelled Restricted Stock.

5. Incorporation of Plan Terms . This Agreement sets forth the general terms and conditions of the Restricted Stock granted on the Grant Date. This Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are hereby incorporated herein by reference. A copy of the Plan may be obtained by contacting the General Counsel at Federal Agricultural Mortgage Corporation, 1999 K Street, N.W., 4 ^th Floor, Washington, DC 20006. In the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern unless the Plan specifically contemplates different terms being provided for in the Agreement. By accepting the Restricted Stock the Participant acknowledges receipt of the Plan (in written or electronic form) and represents that he or she is familiar with its terms and provisions and hereby accepts the Restricted Stock subject to all of the terms and provisions of the Plan and all interpretations, amendments, rules, and regulations which may, from time to time, be promulgated and adopted pursuant to the Plan. If the Participant receives or has received any other award under the Plan or any other equity compensation plan for any year, it shall be governed by the terms of the applicable award agreement, which may be different from those set forth herein.

6. Restrictions on Transfer of Restricted Stock . The Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of to any third party without prior written consent of the Company except by will or the laws of descent and distribution or pursuant to a domestic relations order and during the Participant’s lifetime, the Shares with respect to the Restricted Stock shall be issued only to the Participant or his or her legal guardian or representative. Notwithstanding the foregoing, the Committee may, in its sole discretion and subject to the terms and conditions it establishes from time to time, authorize the Participant to transfer the Restricted Stock to one or more Immediate Family Members (or to trusts, partnerships, or limited liability companies established exclusively for Immediate Family Members) provided that there is no consideration for such transfer. Any attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Stock contrary to the provisions of the Plan or this Agreement shall be null and void and without effect. “ Immediate Family Member ” shall mean the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brother and sisters), in-laws, and persons related by reason of legal adoption. The Committee may cause a legend or legends to be put on certificates representing the Shares to make appropriate reference to the transfer restrictions under this Section 6.

7. Rights as a Stockholder . During the Restricted Period, the Participant shall have all of the rights and privileges of a stockholder as to his or her Restricted Stock, other than the ability to transfer it, including the right to receive any cash or stock dividends declared with respect to the stock, except that, in the event of any cash or stock dividend, such dividend payment shall be deferred and shall be subject to the same vesting and other provisions as the originally awarded Restricted Stock with no dividend payments made on any shares of Restricted Stock that do not vest.

8. Entire Agreement . This Agreement and the Plan constitute the entire agreement and understanding between the parties with regard to the subject matter hereof. They supersede all other agreements, representations, or understandings (whether oral or written and whether express or implied) that relate to the Restricted Stock granted pursuant to this Agreement. By accepting the Restricted Stock, the Participant shall be deemed to accept all of the terms and conditions of the Plan and this Agreement.

9. Amendments . The Committee shall have the power to alter, amend, modify, or terminate the Plan or this Agreement at any time; provided, however, that no such termination, amendment, or modification may adversely affect, in any material respect, the Participant’s rights under this Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules, and other applicable laws, rules and regulations, (ii) to take into account unusual or nonrecurring events or market conditions, or (iii) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification, or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 12(h) of any such amendment, modification, or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.

10. Adjustments . Notwithstanding anything to the contrary contained herein, the Committee will make or provide for such adjustments to the Restricted Stock as are equitably required to prevent dilution or enlargement of the rights of the Participant that would otherwise result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, or (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash or other equity awards), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Restricted Stock.

11. Listing . Notwithstanding anything to the contrary contained herein, the Restricted Stock may not vest, and the Shares issued with respect to the Restricted Stock may not be purchased, sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with (a) the requirements of any securities exchange, securities association, market system, or quotation system on which securities of the Company of the same class as the Shares are then traded or quoted, (b) any restrictions on transfer imposed by the Company’s charter legislation or bylaws, and (c) any policy or procedure

the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

12. Miscellaneous .

a. No Right to Future Grants . Grants of Restricted Stock are discretionary awards. Neither the Plan nor the grant of the Restricted Stock or any other awards confers on the Participant any right or entitlement to receive another award under the Plan or any other plan at any time in the future or with respect to any future period.

b. No Right of Employment . Grants of Restricted Stock are awarded by virtue of the Participant’s employment with, and services performed for, the Company. Neither the Plan nor this Agreement constitute an employment agreement, and nothing herein shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee, if applicable. Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Participant’s employment at any time or for any reason not prohibited by law, nor confer upon the Participant any right to continued employment for any specified period of time.

c. Assignment . The Participant may not assign any of his or her rights hereunder except as permitted by the Plan or by will or the laws of descent and distribution. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party. All agreements herein by or on behalf of the Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto. The Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Subsidiaries or affiliates.

d. Tax Withholding . The Company shall have the right to require the Participant to remit to the Company, prior to the issuance of Shares, an amount sufficient to satisfy any federal, state, or local tax withholding requirements. Prior to the Company’s determination of such withholding liability, the Participant may, if permitted by the Committee, make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares valued at Fair Market Value that would otherwise be received by such individual upon vesting of the Restricted Stock. The Company and its affiliates shall also have the right to deduct from all cash payments made to the Participant (whether or not such payment is in connection with the Restricted Stock) any federal, state, or local taxes required to be withheld with respect to such payments.

e. Severability . In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

f. Waiver . The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

g. Headings . The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

h. Notices . Any notice required by the terms of the Plan or this Agreement shall be given in writing and shall be deemed effective upon personal delivery, sending, or posting of electronic communications or upon deposit in the mail, by registered or certified mail. Notice to the Company shall be delivered to:

General Counsel

Federal Agricultural Mortgage Corporation

1999 K Street, N.W., 4 ^th Floor

Washington, DC 20006

Notice to the Participant shall be delivered at either (i) the address that most recently provided to the Company or (ii) by Company email, Company intranet postings, or other electronic means that are generally used for Company employee communications.

i. No Advice . Nothing in the Plan or this Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the Restricted Stock. The Company recommends that the Participant consult with his or her financial, tax, legal, and other advisors to provide advice in connection with the Restricted Stock.

j. Governing Law . This Agreement shall be governed by and construed in accordance with federal law. To the extent federal law incorporates state law, that state law shall be the laws of the District of Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan or this Agreement to the substantive law of another jurisdiction. By accepting the Restricted Stock the Participant hereby submits to the exclusive jurisdiction and venue of the federal courts in the District of Columbia, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

k. Recoupment . Amounts payable to the Employee under this Agreement shall be subject to any recoupment or “clawback” policy as may implemented and interpreted by Farmer Mac from time to time, including, but not limited to, any recoupment or “clawback” policy that may be implemented by Farmer Mac to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any other applicable law and regulation.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the Date of Award.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION


By:	______________________ Name: Title: [PARTICIPANT’S NAME]

Appendix A – Performance Goals

The vesting and settlement of the Restricted Stock shall be subject to the Company achieving the following performance goals:

[Performance goals will be specified in each award agreement and reported in a Current Report on Form 8-K at the time of the award.]

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

2008 OMNIBUS INCENTIVE PLAN

FORM OF RESTRICTED STOCK AGREEMENT
(TIME-BASED VESTING GRANTS TO EMPLOYEES)

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1. Definitions . Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

3. Vesting and Settlement of the Restricted Stock . Subject to the Participant’s continued employment and the terms and conditions contained herein and in the Plan, [ # ] shares of the Restricted Stock shall vest on [DATE] (the “ Vesting Date ”) and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 6. A certificate evidencing the appropriate number of Shares may be issued through the Deposit/Withdrawal at Custodian (DWAC), the automated system for deposits and withdrawals of securities from the Depository Trust Company (DTC).

4. Termination of Employment .

b. [Retirement . [Provision included only in grants to executive officers] If the Participant ceases to be employed by the Company during the Restricted Period due to the Participant’s Retirement: (i) unvested Restricted Stock shall remain eligible for vesting pursuant to Section 3; and (ii) vested Restricted Stock shall be settled in Shares. For purposes of this Agreement “ Retirement ” means the termination of the Participant’s employment without Cause (as defined in the Plan, in the Company’s Executive Officer Severance Plan, or in the Participant’s

employment agreement, as applicable) after attaining (i) age fifty-five (55) and (ii) a combined age and years of employment at the Company of at least seventy-five (75).]

6. Restrictions on Transfer of Restricted Stock . The Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of to any third party without prior written consent of the Company except by will or the laws of descent and distribution or pursuant to a domestic relations order and during the Participant’s lifetime, the Shares with respect to the Restricted Stock shall be issued only to the Participant or his or her legal guardian or representative. Notwithstanding the foregoing, the Committee may, in its sole discretion and subject to the terms and conditions it establishes from time to time, authorize the Participant to transfer the Restricted Stock to one or more Immediate Family Members (or to trusts, partnerships, or limited liability companies established exclusively for Immediate Family Members) provided that there is no consideration for such transfer. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the Restricted Stock contrary to the provisions of the Plan or this Agreement shall be null and void and without effect. “ Immediate Family Member ” shall mean the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brother and sisters), in-laws, and persons related by reason of legal adoption. The Committee may cause a legend or legends to be put on certificates representing the Shares to make appropriate reference to the transfer restrictions under this Section 6.

shall be deferred and shall be subject to the same vesting and other provisions as the originally awarded Restricted Stock with no dividend payments made on any shares of Restricted Stock that do not vest.

8. Entire Agreement . This Agreement and the Plan constitute the entire agreement and understanding between the parties with regard to the subject matter hereof. They supersede all other agreements, representations, or understandings (whether oral or written and whether express or implied) that relate to the Restricted Stock granted pursuant to this Agreement. By accepting the Restricted Stock, the Participant shall be deemed to accept all of the terms and conditions of the Plan and this Agreement.

9. Amendments . The Committee shall have the power to alter, amend, modify, or terminate the Plan or this Agreement at any time; provided, however, that no such termination, amendment, or modification may adversely affect, in any material respect, the Participant’s rights under this Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules, and other applicable laws, rules, and regulations, (ii) to take into account unusual or nonrecurring events or market conditions, or (iii) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification, or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 12(h) of any such amendment, modification, or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.

encumbered in any way, unless such transaction is in compliance with (a) the requirements of any securities exchange, securities association, market system, or quotation system on which securities of the Company of the same class as the Shares are then traded or quoted, (b) any restrictions on transfer imposed by the Company’s charter legislation or bylaws, and (c) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

12. Miscellaneous .

g. Headings . The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

General Counsel

Federal Agricultural Mortgage Corporation

1999 K Street, N.W., 4 ^th Floor

Washington, DC 20006

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the Date of Award.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION


By:	______________________ Name: Title: [PARTICIPANT’S NAME]