THE FEDERAL AGRICULTURAL MORTGAGE CORPORATION

AMENDED AND RESTATED EXECUTIVE OFFICER SEVERANCE PLAN

(Effective as of November 3, 2016)

THE FEDERAL AGRICULTURAL MORTGAGE CORPORATION
AMENDED AND RESTATED EXECUTIVE OFFICER SEVERANCE PLAN

(Effective as of November 3, 2016)

ARTICLE I
PURPOSE

On June 7, 2012, the Board of Directors of the Federal Agricultural Mortgage Corporation (the “Company”) adopted an Executive Officer Severance Plan (the “Original Plan”) to provide executive officers who are in a position to contribute materially to the success of the Company with reasonable compensation in the event of their termination of employment with the Company. The Board of Directors of the Company desires to amend the Original Plan to revise the definition of a termination of employment for “Cause” and to retain all other substantive provisions of the Original Plan. This Amended and Restated Executive Officer Severance Plan (referred to as the “Plan” as so amended) shall amend and supersede the Original Plan in its entirety. The Plan is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto.

ARTICLE II     
DEFINITIONS

The following words and phrases as used herein shall have the following meanings:

SECTION 2.01      “ Adverse Change in Conditions of Employment ” means the occurrence of any of the following events:

(i)      An adverse change by the Company in the Participant’s function, duties or responsibilities, which change would cause the Participant’s position with the Company to become one of substantially less responsibility, importance or scope;

(ii)      A 10% or larger reduction by the Company (in one or more steps) of the Participant’s Monthly Base Salary; or

(iii)      A change in the geographic location of the Participant’s principal place of performance of services for the Company to a location more than fifty miles from the current location that is also more than fifty miles from the Participant’s primary residence;

provided , however , that the Participant shall notify the Company in writing within 30 days of the occurrence of a change described above and the Company shall have 30 days to cure such change to the reasonable satisfaction of the Participant (including retroactively with respect to monetary matters), which change, to the extent so cured, shall not be considered an Adverse Change in Conditions of Employment.

SECTION 2.02      “ Annual Base Salary ” means a Participant’s rate of annual base salary at the time of the Participant’s termination of employment, excluding any of the following: year-

end or other bonuses, incentive compensation, whether short‑term or long‑term, commissions, reimbursed expenses, and any payments on account of premiums on insurance or other contributions made to other welfare or benefit plans.

SECTION 2.03      “ Annual Target Bonus ” means the Participant’s annual target bonus for the year in which his or her Qualified Termination of Employment occurs, or if the target has not been set at the time of such termination, the actual bonus amount payable in respect of the preceding year.

SECTION 2.04      “ Beneficiary ” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan. Any Participant’s Beneficiary designation shall be made in a written instrument filed with the Company and shall become effective only when received, accepted and acknowledged in writing by the Company.

SECTION 2.05      “ Board ” means the Board of Directors of the Company.

SECTION 2.06      “ Cause ” means (A) the Participant’s breach of an obligation or representation under this Plan or the terms of any notice or agreement issued by the Company with respect to participation hereunder or of any fiduciary duty to the Company, including, without limitation, the duty to supervise, or any act of fraud or misrepresentation or concealment to the Company or the Board; (B) the Participant’s violation of or failure to adhere to (1) any Code of Conduct in effect from time to time that is applicable to officers and/or employees of the Company generally or (2) any written policy of the Company relating to business conduct or employment (including, without limitation, any policy relating to equal employment opportunity, discrimination, or harassment); (C) the Participant commits, is convicted of, or pleads guilty or nolo contendere to, any felony of any kind or any misdemeanor or other conduct involving moral turpitude; (D) the Participant’s violation of, or failure to abide by any law or regulation relating to his or her employment with the Company (including, without limitation and for the avoidance of doubt, any insider trading law) or otherwise applicable to him or her in the capacity as an employee or officer of the Company; (E) conduct by the Participant in connection with his or her employment that constitutes dishonesty, misconduct, or willful neglect; (F) the Participant’s use of illegal drugs, abuse of other controlled substances, or working under the influence of alcohol or other controlled substances; (G) any failure or refusal by the Participant to perform his or her duties under this Plan or the terms of any notice or agreement issued by the Company with respect to participation hereunder, if not remedied within three (3) business days after the Company’s providing notice thereof; or (H) any failure or refusal by the Participant to obey lawful directives from the Board or its designee. For purposes of this definition, no act, or failure to act on the Participant’s part, shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interests of the Company.

SECTION 2.07      “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

SECTION 2.08      “ Commencement Date ” means the first day of the first regular payroll cycle coincident with or next following the date of the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.

SECTION 2.09      “ Committee ” means the Compensation Committee of the Board.

SECTION 2.10      “ Company ” means the Federal Agricultural Mortgage Corporation, a federally-chartered instrumentality of the United States, or any successor corporation.

SECTION 2.11      “ Disability ” means a Participant’s incapacity or disability by accident, sickness or otherwise so as to render him or her (in the opinion of an independent medical consultant selected by the Board in its reasonable discretion) mentally or physically incapable of performing the services required to be performed by him or her in the course of his or her employment for a period of at least ninety (90) consecutive days, or for ninety (90) days (whether consecutive or not) during any six-month period.

SECTION 2.12      “ Effective Date ” means November 3, 2016.

SECTION 2.13      “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

SECTION 2.14      “ Long-Term Disability Policy ” means any Federal Agricultural Mortgage Corporation Long-Term Disability Policy, as amended from time to time (or any successor policy), or any individual policy covering the Participant.

SECTION 2.15      “ Monthly Base Salary ” means a Participant’s Annual Base Salary, divided by 12.

SECTION 2.16      “ Participant ” means each employee who participates in the Plan, as provided in Section 4.01 of the Plan.

SECTION 2.17      “ Plan ” means this Federal Agricultural Mortgage Corporation Amended and Restated Executive Officer Severance Plan, as amended from time to time.

SECTION 2.18      “ Plan Administrator ” has the meaning set forth in Section 3.01 of the Plan.

SECTION 2.19      “ Qualified Termination of Employment ” means termination of the employment of a Participant with the Company (other than by reason of death, Disability, voluntary resignation by a Participant under circumstances not qualifying under this Section 2.19, or lawful Company-mandated retirement at normal retirement age) as follows:

(i)      By the Company for any reason other than for Cause,

(ii)      By the Participant after an Adverse Change in Conditions of Employment.

SECTION 2.20      “ Release ” means a termination and release agreement, which shall, among other things, release the Company, and its directors, officers, employees, agents, successors, and assigns, from any and all claims that the Participant has or may have against the Company and its directors, officers, employees, agents, successors, and assigns.

SECTION 2.21      “ Release Period ” means the 60-day period following a Participant’s termination of employment.

SECTION 2.22      “ Separation Pay ” has the meaning set forth in Section 5.01(a)(i) of the Plan.

SECTION 2.23      “ Separation Period ” means 12 months following the Qualified Termination of Employment.

SECTION 2.24      “ Specified Employee ” means a Participant who is a “specified employee” within the meaning of Section 409A(a)(2)(b)(i) of the Code.

ARTICLE III     
ADMINISTRATION

SECTION 3.01      Administration . The Plan shall be administered under the supervision of the Chief Executive Officer of the Company (the “ Plan Administrator ”), who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the administration of the Plan, and to take all such actions and make all such determinations in connection with the administration of the Plan as he or she may deem necessary or desirable. The decisions of the Plan Administrator shall be reviewable by the Committee. The Committee shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide and resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan. The Plan Administrator and the Committee shall each have the power to designate one or more persons as he or she may deem necessary or desirable in connection with the Plan, who need not be members of the Committee or employees of the Company, to serve or perform some or all of the functions of the Plan Administrator and Committee, respectively, on his or her behalf. Such person(s) shall have the same rights and authority as the Plan Administrator and Committee who appointed him or her would have had if acting directly.

SECTION 3.02      Binding Effect of Decisions . The decision or action of the Committee or Plan Administrator in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

SECTION 3.03      Indemnification . To the fullest extent permitted by law, the Plan Administrator, the Committee and the Board (and each member thereof), and any employee of the Company to whom responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from

any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV     
PARTICIPATION

SECTION 4.01      Eligible Participants . Subject to the approval of the Committee, the Plan Administrator shall from time to time select Participants from among those employees who are executive officers of the Company and who are not parties to individual employment agreements with the Company.

SECTION 4.02      Participation Notification; Participation Agreement . The Company shall notify each Participant in writing of his or her participation in the Plan, and the notice shall also set forth the payments and benefits to which the Participant may become entitled under the Plan and the conditions of receipt of those benefits, including any applicable restrictive covenants. The Company shall also enter into such agreements as the Committee deems necessary or appropriate with respect to a Participant’s rights under the Plan. Any such notice or agreement may contain such terms, provisions and conditions not inconsistent with the Plan, as shall be determined by the Committee, in its sole discretion.

SECTION 4.03      Termination of Participation . A Participant shall cease to be a Participant in the Plan upon the earlier of (i) receipt of all of the payments, if any, to which he or she is or becomes entitled under the terms of the Plan and the terms of any notice or agreement issued by the Company with respect to his or her participation hereunder, (ii) the termination of his or her employment with the Company under circumstances not requiring payments under the terms of the Plan, or (iii) the termination of the Plan in accordance with Section 8.01.

ARTICLE V     
PAYMENTS UPON TERMINATION OF EMPLOYMENT

SECTION 5.01      Separation Pay . (a)  In the event of a Qualified Termination of Employment, the Participant shall be entitled to the following:

(i)      if, during the Release Period, the Participant delivers to the Company a signed and valid Release and the Release becomes effective and irrevocable in its entirety, an amount of separation pay (the “ Separation Pay ”) equal to the sum of Participant’s Annual Base Salary and Annual Target Bonus, payable in one lump sum in the Company’s first regular payroll cycle following the Release Period which in no event shall be later than two and one-half (2.5) months following the end of the year in which the Qualified Termination of Employment occurs. If the Release does not become effective and irrevocable in its entirety prior to the expiration of the Release Period, the Participant shall not be entitled to any payments pursuant to this Section 5.01(a)(i).

(ii)      to the extent that a Participant timely elects to continue health, dental or vision benefits after the Qualified Termination of Employment pursuant to the requirements of the Consolidated Omnibus Reconciliation Act of 1985, as amended

(“ COBRA ”), subject to the Participant delivering to the Company a signed and valid Release and the Release becoming effective and irrevocable in its entirety as well as the Participant’s continued compliance with the covenants set forth in the Participation Agreement, the Company shall cover the cost of the COBRA premium during the Separation Period on the Participant’s and his or her eligible dependents’ behalf (but only to the extent that the Company continues to offer such plans and programs to similarly situated active employees of the Company). In addition, during the Separation Period, the Company shall permit the Participant to continue to participate in all Company-sponsored life, accidental death and disability insurance benefit plans or programs in which the Participant was participating at the time of termination to the extent permitted by the terms of such plans and programs and applicable law at the Company’s cost (but only to the extent that the Company continues to offer such plans and programs to similarly situated active employees of the Company). If this commitment to provide benefits continuation raises any compliance issues or impositions of penalties under any non-discrimination rules that have been issued or are issued in the future pursuant to the Patient Protection and Affordable Care Act (PPACA) or is treated as discriminatory under Section 105(h) of the Code, the Company may modify this Plan in any manner it deems necessary or advisable, in its sole discretion, so that it complies with the terms of those non-discrimination rules.

(iii)      Payment of any unpaid accrued compensation, including Base Salary, accrued vacation, and annual incentive compensation calculated at the Annual Target Bonus, prorated for the time worked during the year.

(b)      The payments and benefits described in Section 5.01(a) of the Plan shall be in lieu of any other payments to the Participant under any other severance pay or separation allowance plan, program, agreement, or policy of the Company.

SECTION 5.02      Disability . Upon termination of the Participant’s employment by notice on account of the Participant’s Disability, the Company shall continue to pay the Participant during the Separation Period the difference between the Participant’s current Base Salary and the amount of disability insurance payments received by the Participant under the Company’s Long-Term Disability Policy. In the event a Participant dies after the commencement of payments pursuant to this Section 5.02, the balance of said payments shall be payable in accordance with Article VII of the Plan.

SECTION 5.03      Specified Employees . With respect to amounts payable under the Plan that are subject to Section 409A of the Code, notwithstanding the other provisions of this Article V, no payment to a Specified Employee under the Plan shall be made or commenced prior to the date that is six months following the Specified Employee’s Commencement Date; provided that amounts under the Plan that are otherwise payable to the Specified Employee prior to such date shall be paid to the Specified Employee on or within 30 days after such date; and provided further , however , that payment of such amounts shall commence within 30 days of the Participant’s death in the event of his or her death prior to the end of the six-month period.

ARTICLE VI     
MITIGATION AND OFFSET

SECTION 6.01      Mitigation . No Participant shall be required to mitigate the amount of any payment under the Plan by seeking employment or otherwise, and there shall be no right of set-off or counterclaim, in respect of any claim, debt or obligation, against any payments to the Participant, his or her dependents, Beneficiaries, or estate provided for in the Plan.

SECTION 6.02      Offset . If, after a Participant’s termination of employment with the Company, the Participant is employed by another entity or becomes self-employed, the amounts (if any) payable under the Plan to the Participant shall not be offset by the amounts (if any) payable to the Participant from such new employment with respect to services rendered during the severance period applicable to such Participant under the Plan. Notwithstanding this lack of offset, the Participant’s eligibility for the continuation of benefits provided for in Section 5.01(a)(ii) of the Plan shall immediately cease upon such new employment.

ARTICLE VII     
BENEFICIARY DESIGNATION

SECTION 7.01      Beneficiary Designation . Each Participant shall have the right, at any time, to designate any person, persons, entity or entities as his or her Beneficiary or Beneficiaries (both primary as well as contingent) to whom payment under the Plan shall be paid in the event of the Participant’s death prior to complete distribution to the Participant of the benefits due him or her under the Plan.

SECTION 7.02      Amendments . Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

SECTION 7.03      No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then any amounts to be paid to the Participant’s Beneficiary shall be paid to the Participant’s estate.

SECTION 7.04      Effect of Payment . The payment under this Article VII of the amounts due to a Participant under the Plan to a Beneficiary shall completely discharge the Company’s obligations in respect of the Participant under the Plan.

ARTICLE VIII     
AMENDMENT AND TERMINATION OF PLAN

SECTION 8.01      Amendment and Termination . (a) The Company shall have the right at any time, in its discretion, to amend the Plan, in whole or in part, or to terminate the Plan, by resolution of the Board or Committee or delegate thereof, except that no amendment or termination shall impair or abridge the obligations of the Company to any Participant or the rights of any Participant under the Plan without the express written consent of the affected

Participant with respect to any termination of employment that occurred before such amendment or termination.

(b)    Except for the amendments made in accordance with Section 8.01(a) or Section 5.01(a)(ii) of the Plan, no modifications, alterations and/or changes made to the terms and/or provisions of the Plan, either globally or for an individual participant, will be effective unless evidenced by a writing that directly refers to the Plan and which is signed and dated by the Plan Administrator.

SECTION 8.02      Section 409A . This Plan is intended to satisfy or be exempt from the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. As used in this Plan, phrases such as “termination of employment” shall be interpreted to mean a “separation from service” using the default rules under Section 409A of the Code. If, in the good faith judgment of the Plan Administrator, any provision of the Plan could otherwise cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Plan Administrator in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without causing the interest and penalties under Section 409A of the Code to apply, and, notwithstanding any provision in the Plan to the contrary, the Plan Administrator shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no payment or benefit under the Plan is subject to tax under Section 409A of the Code. Any determinations made by the Plan Administrator under this Section 8.02 shall be final, conclusive and binding on all persons. Anything in the Plan to the contrary notwithstanding, each payment under the Plan made to a Participant shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A of the Code, and it is understood that the timing of payment is within the control of the Company. To the extent that any reimbursements made to the Participant under this Plan are taxable to the Participant, any such reimbursement payment shall be paid to the Participant as promptly as practicable, and in all events on or before the last day of the Participant’s taxable year following the taxable year in which the related expense was incurred. The reimbursements are not subject to liquidation or exchange for another benefit, and the amount of such benefits and reimbursements that the Participant receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Participant receives in any other taxable year.

ARTICLE IX     
MISCELLANEOUS

SECTION 9.01      Effect on Other Plans . Except as otherwise provided in Section 5.01 or Section 6.02 of the Plan, nothing in the Plan shall affect the level of benefits provided to or received by any Participant (or the Participant’s estate or Beneficiaries) as part of any employee benefit plan of the Company. The Plan shall not be construed to affect in any way the Participant’s rights and obligations under any other plan maintained by the Company on behalf of employees.

SECTION 9.02      Unsecured General Creditor . Participants and their Beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the benefit of Participants or their Beneficiaries or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future.

SECTION 9.03      Nonassignability . Each Participant’s rights under the Plan shall be nontransferable except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise require. Subject to the foregoing, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be nonassignable and non‑transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

SECTION 9.04      Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment with the Participant, and the Participant (or his or her Beneficiary) shall have no rights against the Company except as specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company or to interfere with the rights of the Company to discipline or discharge him or her at any time.

SECTION 9.05      Binding Effect . The Plan shall be binding upon and shall inure to the benefit of the Participant or the Participant’s Beneficiary, heirs, and legal representatives, and the Company.

SECTION 9.06      Withholding; Payroll Taxes . The Company shall withhold from any payments to be made hereunder all taxes required to be withheld for any federal, state or local government and all other authorized deductions.

SECTION 9.07      Recoupment. Amounts payable to any Participant under this Plan shall be subject to any recoupment or “clawback” policy as may be 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.

SECTION 9.08      Severability . In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

SECTION 9.09      Governing Law . The Plan shall be construed under the laws of the District of Columbia, to the extent not preempted by federal law.

SECTION 9.10      Headings . The section headings used in this document are for ease of reference only and shall not be controlling with respect to the application and interpretation of the Plan.

SECTION 9.11      Rules of Construction . Any words herein used in the masculine shall be read and construed in the feminine where they would so apply. Words in the singular shall be read and construed as though used in the plural in all cases where they would so apply. All references to sections are, unless otherwise indicated, to sections of the Plan.

PARTICIPATION AGREEMENT

As a condition to, and in consideration of, your participation in the Federal Agricultural Mortgage Corporation Amended and Restated Executive Officer Severance Plan (effective as of November 3, 2016) (the “ Plan ”), you hereby agree to the following:

1.     Agreement Not to Compete .

In the event of a Qualified Termination of Employment under the Plan, for a period of one year thereafter, you shall not, without the prior written consent of the Company, directly or indirectly, engage in any business or activity, whether as principal, agent, officer, director, partner, employee, independent contractor, consultant, stockholder or otherwise, alone or in association with any other person, firm, corporation or other business organization, that directly or indirectly competes with any of the businesses of the Company in any manner, including without limitation, the acquisition or securitization of agricultural mortgage loans, USDA-guaranteed portions, or rural utilities loans (hereinafter referred to as the “ Qualified Loans ”); provided , however , that such prohibited activity shall not include the ownership of up to 5% of the common stock in a public company.

2.     Agreement Not to Use Confidential or Proprietary Information .

The Company and you both recognize that you have access to and acquire, and may assist in developing, confidential and proprietary information relating to the business and operations of the Company as a result of your employment or association with the Company. You hereby covenant and agree that you will retain all “Confidential Information” (as defined below) in trust for the sole benefit of the Company and its successors and assigns. You hereby covenant further that, in addition to your fiduciary responsibilities as an officer not to disclose certain information of or relating to the Company, you will not, at any time during or after the term of this Agreement, without the prior written consent of the Company, directly or indirectly communicate or divulge any such Confidential Information to any person, firm, corporation or other business organization, or use any such Confidential Information for your own account or for the account of any other person, except as required in connection with the performance of your services hereunder. The term “Confidential Information” shall mean any trade secret, data or other confidential or proprietary information related to the business and activities of the Company. Notwithstanding the foregoing, Confidential Information shall not include any information that is or becomes a part of the public domain or generally available to the public (unless such availability occurs as a result of any breach by you of this Agreement), or becomes available to you on a non-confidential basis from a source (other than the Company) that is not bound by a confidentiality agreement and does not breach his or her fiduciary responsibilities.

3.     Agreement Not to Solicit .

In the event of a Qualified Termination of Employment, for a period of one year after the termination of your employment, you shall not, directly or indirectly, induce any employee of the Company who is a “member of management” (as defined below) or is directly involved in the acquisition and securitization (for capital market sale) of the Qualified Loans to engage in any activity in which you are prohibited from engaging in under this Agreement, or to terminate such person’s employment with the Company. You shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment to, lure, entice away or assist others in recruiting or hiring any person who is or was employed by the Company unless such person shall have ceased to be employed by the Company for a period of at least six months and is not subject to any non-compete covenants substantially similar in nature to those contained herein. “Member of management” means the President, any Senior Vice President, Vice President or the Controller of the Company. In addition, in the event of a Qualified Termination of Employment, for a period of one year after the termination of your employment, you shall not induce or attempt to induce any customer, client, supplier, licensee or other business relation of any member of the Company to cease doing business with the Company, or in any way interfere with the relationship between any member of the Company and any customer, client, supplier, licensee or other business relation of any member of the Company.

4.     Agreement Not to Disparage the Company .

In the event of a Qualified Termination of Employment under the Plan, you shall not, directly or indirectly, make any statement (oral or written), or take any other action, which is in any way disparaging to or tends to diminish the reputation of the Company, its directors or employees.

5.     Survival .

This Agreement shall survive the termination of your employment with the Company.

6.     Release .

By signing this Agreement, you acknowledge that in order to receive the Separation Pay under the Plan, you must execute the Release that is attached as Exhibit A hereto and the Release must become effective and irrevocable.

7.     Miscellaneous .

(a)     Governing Law . The Plan shall be construed under the laws of the District of Columbia, to the extent not preempted by federal law.

(b)     Successors and Assigns . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective, successors, heirs, personal representatives and assigns. This subsection is not to be construed to permit you to assign your obligation to perform the duties of your employment hereunder. This subsection permits the Company the right to assign this Agreement to a successor entity.

(c)     Severability . If any term, condition, or provision of this Agreement or the application thereof to any party or circumstances will, at any time or to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, condition or provision to parties or circumstances other than those to which it is held invalid or unenforceable, will not be affected thereby, and each term, condition and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

ACCEPTED AND AGREED TO:

Name: _____________________________________    Dated:    ___________

Exhibit A

This General Release of all Claims (this “ Agreement ”) is entered into by [EXECUTIVE NAME] (the “ Executive ”) and the Federal Agricultural Mortgage Corporation, a federally-chartered instrumentality of the United States (the “ Company ”), effective as of [DATE].

In consideration of the benefits provided under the Company’s Executive Officer Severance Plan (the “ Plan ”), the Executive and the Company agree as follows:

1)     Return of Property . All Company files, access keys, desk keys, ID badges, computers, electronic devices, telephones and credit cards, and such other property of the Company as the Company may reasonably request, in the Executive’s possession must be returned no later than the date of the Executive’s termination from the Company.

2)     General Release and Waiver of Claims .

(a)     Release . In consideration of the payments and benefits provided to the Executive under the Plan and after the opportunity to consult with counsel, the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “ Releasors ”) hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (“ Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “ Claims ”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided , however , that the Executive does not release, discharge or waive any rights to payments and benefits provided under the Plan that are contingent upon the execution by the Executive of this Agreement.

(b)     Specific Release of ADEA Claims . In further consideration of the payments and benefits provided to the Executive under the Plan, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ ADEA ”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the terms relating to the Executive’s release of claims arising under ADEA, and the Executive has in fact consulted with an attorney; (ii) the Executive was given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

(c)     No Assignment . The Executive represents and warrants that he has not assigned any of the Claims being released under this Agreement.

3)     Proceedings . The Executive has not filed, and agrees not to initiate or cause to be initiated on his behalf, any complaint, charge, claim or proceeding against the Releasees before any local, state or federal agency, court or other body relating to his employment or the termination of his employment, other than with respect to the obligations of the Company to the Executive under the Plan (each, individually, a “ Proceeding ”), and agrees not to participate voluntarily in any Proceeding. The Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

4)     Remedies . In the event the Executive initiates or voluntarily participates in any Proceeding, or if he fails to abide by any of the terms of this Agreement or his post‑termination obligations contained in the Plan, or if he revokes the ADEA release contained in Paragraph 2(b) of this Agreement within the seven‑day period provided under Paragraph 2(b), the Company may, in addition to any other remedies it may have, reclaim any amounts paid to him under the Plan or terminate any benefits or payments that are subsequently due under the Plan, without waiving the release granted herein. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of his post‑termination obligations under the Plan or his obligations under Paragraphs 2 and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law or in equity, the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from breaching his post-termination obligations under the Plan or his obligations under Paragraphs 2 and 3 of this Agreement. Such injunctive relief in any court shall be available to the Company, in lieu of, or prior to or pending determination in, any arbitration proceeding. The Executive understands that by entering into this Agreement he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Company.

5)     Severability Clause . In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

6)     No Admission . Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Company.

7)     Governing Law . All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the District of Columbia, to the extent not preempted by federal law.

8)     Notices . All notices or communications hereunder shall be in writing, addressed as follows:

To the Company: General Counsel, Federal Agricultural Mortgage Corporation, 1999 K Street, N.W., 4 ^th Floor, Washington, DC 20006.

To the Executive:

All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of such transmission.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By:______________________________

THE EXECUTIVE

_________________________________

Name:_____________________

Address:___________________