FEDERAL AGRICULTURAL MORTGAGE CORP (Form: 8-K, Received: 03/10/2020 06:05:49)

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): March 3, 2020

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact name of registrant as specified in its 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., 4th Floor,			20006
Washington,	DC
(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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol	Exchange on which registered
Class A voting common stock	AGM.A	New York Stock Exchange
Class C non-voting common stock	AGM	New York Stock Exchange
5.875% Non-Cumulative Preferred Stock, Series A	AGM.PRA	New York Stock Exchange
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C	AGM.PRC	New York Stock Exchange
5.700% Non-Cumulative Preferred Stock, Series D	AGM.PRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

(e) Compensation Arrangements of Certain Officers

Base Salary Increases

On March 3, 2020, the Compensation Committee (“Committee”) of the Board of Directors (“Board”) of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) approved the following changes to the annual base salaries of the executive officers named below, to be effective retroactively to January 1, 2020:


•	Brian M. Brinch, Senior Vice President – Rural Infrastructure: increase from $300,000 per year to $310,000 per year.


•	Zachary N. Carpenter, Executive Vice President – Chief Business Officer: increase from $400,000 per year to $410,000 per year.


•	Stephen P. Mullery, Executive Vice President – General Counsel: increase from $425,000 per year to $435,000 per year.

Grants of Stock Appreciation Rights

On March 3, 2020 (“Grant Date”), the Committee approved grants of stock appreciation rights (“SARs”), as set forth below, to the following executive officers of Farmer Mac under Farmer Mac’s Amended and Restated 2008 Omnibus Incentive Plan (“2008 Plan”).



Name	Number of SARs Granted
Bradford T. Nordholm	12,915
Brian M. Brinch	1,845
Zachary N. Carpenter	5,811
Stephen P. Mullery	4,428
Aparna Ramesh	5,535

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”) over the grant price on the applicable date of exercise. Any amount received upon exercise of SARs is payable in Shares. In accordance with a policy adopted by the Board (“Equity Grant Policy”), the grant price for the SARs listed above is the closing price of a Share on the New York Stock Exchange (“NYSE”) on the Grant Date ($75.16 per share). These SARs will vest in three equal annual installments on each of March 31, 2021, March 31, 2022, and March 31, 2023, and their expiration date is March 3, 2030 (“Expiration Date”), which is the tenth anniversary of the Grant Date.

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 Amended and Restated Executive Officer Severance Plan, or in a participant’s employment agreement (if any), as applicable) after attaining age 55 and a combined age and years of employment at Farmer Mac of at least 65.

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.

Under the Equity Grant Policy, the number of SARs awarded as equity-based compensation is based on a target long-term incentive value approved by the Committee for an individual divided by the Black-Scholes value as of the date that is seven calendar days before the date of grant based on assumptions consistent with the assumptions used by Farmer Mac for determining stock-based compensation expense under the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718.

The 2008 Plan was previously filed as Exhibit 10.2 to Farmer Mac’s Quarterly Report on Form 10-Q filed on August 9, 2018. The current form of award agreement for SARs awarded under the 2008 Plan on the Grant Date was previously filed as Exhibit 10.1 to Farmer Mac’s Current Report on Form 8-K filed on April 3, 2015. Both of those Exhibits are incorporated in this report by reference.

Grants of Restricted Stock

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



Executive Officers
Name	Number of Restricted Stock Units Granted (Time-Based Vesting)	Target Number of Restricted Stock Units Granted (Performance-Based Vesting)
Bradford T. Nordholm	6,404	2,359
Brian M. Brinch	675	337
Zachary N. Carpenter	2,124	1,062
Stephen P. Mullery	1,620	809
Aparna Ramesh	2,022	1,011



Directors
Name	Number of Restricted Stock Units Granted (Time-Based Vesting)
Dennis L. Brack	728
Richard H. Davidson	728
Everett M. Dobrinski	728
James R. Engebretsen	728
Sara L. Faivre	728
Thomas W. Hill	728
Mitchell A. Johnson	728
Lowell L. Junkins	728
Clark B. Maxwell	728
Robert G. Sexton	728
Daniel L. Shaw	728
Bruce J. Sherrick	728
Myles J. Watts	728
Todd P. Ware	728
LaJuana S. Wilcher	728

The Restricted Stock listed above granted to directors will vest in full on March 31, 2021 or proportionately to the date of any director’s death, disability, or cessation of service on the Board without cause, including due to removal or replacement as a director by the President of the United States.

1,685 shares of the Restricted Stock listed above granted to Bradford T. Nordholm as a time-based vesting award will vest on March 31, 2021. All other Restricted Stock listed above granted to the executive officers as time-based vesting awards will vest in three equal annual installments on each of March 31, 2021, March 31, 2022, and March 31, 2023.

The Restricted Stock listed above granted to the executive officers as performance-based vesting awards is the target number of performance-based Restricted Stock granted under the 2008 Plan and as specified in the related award agreement. The performance-based Restricted Stock will be eligible to vest on March 31, 2023 based on performance objectives related to business volume, subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2020 through December 31, 2022 (“Performance Period”). These “gatekeepers” require the Committee to determine that during the Performance Period: (1) Farmer Mac maintained compliance with all applicable regulatory capital requirements; and (2) Farmer Mac achieved (a) a three-year average ratio of net charge-offs to the average balance of total outstanding on- and off-balance sheet loans, guarantees, and commitments excluding any assets held in Farmer Mac's liquidity investment portfolio ("Net Outstanding Business Volume") less than 20 basis points, and (b) a three-year average percentage of total 90-day delinquencies to the average balance of Net Outstanding Business Volume of less than 1%. For purposes of performing these calculations, “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. Average balances are determined by calculating a simple average of reported balances as of the end of each calendar quarter.

If at the end of the Performance Period the Committee determines that Farmer Mac has satisfied the above-listed “gatekeepers,” the performance-based Restricted Stock will be eligible to vest on March 31, 2023 in an amount determined by the Committee for each executive officer between 50% and 200% of the target number of Restricted Stock shares granted to that executive officer, based on Farmer Mac's Net Outstanding Business Volume as of December 31, 2022. Performance at the target Net Outstanding Business Volume of $25.323 billion will earn 100% of the target number of Restricted Stock shares granted. Performance at a Net Outstanding Business Volume of $21.239 billion is required for vesting of any performance-based Restricted Stock and will earn the threshold level of 50% of the target number of Restricted Stock shares granted. Performance at or above Net Outstanding Business Volume of $31.004 billion will earn the maximum award of 200% of the target number of Restricted Stock shares granted. Performance between the threshold Net Outstanding Business Volume and the target Net Outstanding Business Volume will earn shares of Restricted Stock in an interpolated amount between 50% and 100% of the target number of Restricted Stock shares granted. Performance between the target Net Outstanding Business Volume and Net Outstanding Business Volume of $31.004 billion will earn shares of Restricted Stock in an interpolated amount between 100% and 200% of the target number of Restricted stock shares granted.

Upon an executive officer’s termination of employment for any reason other than death, disability, or 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.

Under the Equity Grant Policy, the number of shares of Restricted Stock awarded as equity-based compensation is based on a target long-term incentive value approved by the Committee for an individual divided by the average closing price of Farmer Mac’s Class C non-voting common stock on NYSE over the previous 30 calendar days ending seven calendar days before the date of grant.

The form of award agreement for performance-based vesting Restricted Stock awarded to executive officers under the 2008 Plan on the Grant Date is filed as Exhibit 10.1 to this report. The form of award agreement for time-based vesting Restricted Stock awarded to executive officers under the 2008 Plan on the Grant Date was previously filed as Exhibit 10.3 to Farmer Mac’s Current Report on Form 8-K filed on April 3, 2015 and is incorporated in this report by reference. 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 Farmer Mac’s Current Report on Form 8-K filed on April 6, 2012 and is incorporated in this report by reference.

Awards of Performance-Based Cash Bonuses

On March 3, 2020, the Committee approved the payment of the following performance-based cash bonuses to Farmer Mac’s executive officers. These bonuses were calculated based on targets for Farmer Mac’s core earnings, outstanding business volume, and asset quality, as well as the Committee’s evaluation of the achievement of Farmer Mac’s strategic objectives and the leadership demonstrated by each individual and as a group for the period from January 1, 2019 through December 31, 2019.



Name	Cash Bonus Awarded
Bradford T. Nordholm	$1,049,737.20
Brian M. Brinch	$193,147.44
Zachary N. Carpenter	$216,751.17
Stephen P. Mullery	$282,550.54

All of the equity and cash compensation awards to executive officers described above are subject to Farmer Mac’s clawback policy, which was last amended by the Board in August 2019. That policy will also be amended to reflect any final rules or regulations that may be issued in the future under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



10.1	Form of Performance-Based Restricted Stock Award Agreement for grants made to non-directors on or after March 3, 2020
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation
101.DEF	Inline XBRL Taxonomy Extension Definition
101.LAB	Inline XBRL Taxonomy Extension Label
101.PRE	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101

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 thereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By: /s/ Stephen P. Mullery

Name: Stephen P. Mullery

Title: Executive Vice President – General Counsel

Dated: March 9, 2020

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNITS AWARD AGREEMENT
(PERFORMANCE-BASED VESTING)

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 Amended and Restated 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 Units. Subject to the terms and conditions contained in this Agreement and in the Plan, the Company hereby grants to the Participant [ # ] target units of Restricted Stock (the “Target Amount”), which shall be subject to performance-based vesting as described in Section 3 of this Agreement.

3. Vesting and Settlement of the Restricted Stock Units. Subject to the Company achieving the performance goals set forth in Appendix A and the terms and conditions contained in this Agreement and in the Plan, the Restricted Stock Units shall vest in an amount equal to the Vested Amount 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). Each Restricted Stock Unit that vests on the Vesting Date shall correspond to a Share to be issued by the Company. The “Vested Amount” is the number of Restricted Stock Units that vest on the Vesting Date, adjusted upward or downward from the Target Amount based on the achievement of the goals described in Appendix A.

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. 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 sixty-five (65).

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 shall 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-brothers and half-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 no voting or other ownership rights in the Company arising from the award of the Restricted Stock Units, except that in the event of any cash or stock dividend prior to the Vesting Date, cash dividend equivalents (“Dividend Equivalents”) shall accrue on the Shares underlying Restricted Stock Units, whether such Restricted Stock Units are vested or unvested, which Dividend Equivalents shall be subject to vesting and forfeiture on the same terms and conditions as the underlying Restricted Stock Units. Such Dividend Equivalents shall be in an amount of cash or stock per Restricted Stock Unit equal to the cash or stock dividend paid with respect to each outstanding Share and shall be credited on the declaration date applicable to Shares. The Dividend Equivalents accrued prior to the Vesting Date shall be paid to the Participant with respect to all vested Restricted Stock Units on or as soon as reasonably practicable following the Vesting Date. The Dividend Equivalents accrued on Shares underlying Restricted Stock Units that do not vest and are forfeited shall be forfeited for no consideration on the date such Restricted Stock Units are forfeited.

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 Units granted pursuant to this Agreement. By accepting the Restricted Stock Units, 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 Units 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 Units 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 Units.

11. Listing. Notwithstanding anything to the contrary contained herein, the Restricted Stock Units may not vest, and the Shares issued with respect to the Restricted Stock Units 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 Units are discretionary awards. Neither the Plan nor the grant of the Restricted Stock Units 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 Units 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 in this Agreement 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 Units. 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 Units) 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 Units. 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 Units.

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 Units 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 Participant under this Agreement 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.

IN WITNESS WHEREOF, the Company has executed this Agreement as of the Grant Date.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By:

Name:

Title:

Appendix A – Performance Goals

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

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

A-1