Edgar Filing: FEDERAL AGRICULTURAL MORTGAGE CORP

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

FARMER MAC

1133 Twenty-First Street, N.W.
Suite 600
Washington, D.C. 20036
----------------

TO HOLDERS OF FARMER MAC
NON-VOTING COMMON STOCK

April 19, 2002

Dear Farmer Mac Stockholder:

The Board of Directors of the Federal Agricultural Mortgage Corporation
("Farmer Mac" or the "Corporation") is pleased to invite you to attend the 2002
Annual Meeting of Stockholders of the Corporation to be held on Thursday, June
6, 2002, at 9:00 a.m. local time at the Embassy Suites Hotel, 1250 Twenty-Second
Street, N.W., Washington, D.C. 20037.

Although the type of stock you hold does not entitle you to vote at the
meeting and, accordingly, NO PROXY IS REQUESTED, we hope you will be able to
attend and suggest you read the enclosed Notice of Annual Meeting, Proxy
Statement and Annual Report, which will provide you with information about your
Corporation and the meeting. If you plan to attend the meeting, please advise
Farmer Mac's Corporate Secretary at the above address.

Sincerely,
/s/ Eugene Branstool
--------------------
Eugene Branstool
Chairman of the Board

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

FARMER MAC

1133 Twenty-First Street, N.W.
Suite 600
Washington, D.C. 20036
----------------

TO HOLDERS OF FARMER MAC
VOTING COMMON STOCK

April 19, 2002

Dear Farmer Mac Stockholder:

We hope you will be able to attend the meeting and suggest you read the
enclosed Notice of Annual Meeting and Proxy Statement for information about your
Corporation and the Annual Meeting of Stockholders. We have also enclosed Farmer
Mac's 2001 Annual Report. Although the report is not proxy soliciting material,
we suggest you read it for additional information about your Corporation. Please
complete, sign, date and return a proxy card at your earliest convenience to
help us establish a quorum and avoid the cost of further solicitation. The
giving of your proxy will not affect your right to vote your shares personally
if you do attend the meeting. If you plan to attend the meeting, please so
indicate on the enclosed proxy card.

Sincerely,
/s/ Eugene Branstool
--------------------
Eugene Branstool
Chairman of the Board

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
----------------

NOTICE OF ANNUAL MEETING
April 19, 2002

Notice is hereby given that the 2002 Annual Meeting of Stockholders of the
Federal Agricultural Mortgage Corporation ("Farmer Mac" or the "Corporation")
will be held on Thursday, June 6, 2002, at 9:00 a.m. local time at the Embassy
Suites Hotel, 1250 Twenty-Second Street, N.W., Washington, D.C. 20037.

As described in the attached Proxy Statement, the meeting will be held for
the following purposes:

Item No. 1 to elect ten directors, five of whom will be elected by Class A
Stockholders, and five of whom will be elected by Class B
Stockholders, to serve until the next annual meeting of
stockholders and until their respective successors are elected and
qualified;
Item No. 2 to ratify the selection by the Audit Committee of Deloitte &
Touche LLP as the Corporation's independent auditors for fiscal
year 2002;

and to consider and act upon any other business that may properly be brought
before the meeting or any adjournment or postponement thereof. Please read the
attached Proxy Statement for complete information on the matters to be
considered and acted upon.

Holders of record of the Corporation's Class A Voting Common Stock and
Class B Voting Common Stock at the close of business on April 12, 2002 are
entitled to notice of and to vote at the meeting and any adjournment(s) thereof.

For at least ten days prior to the meeting, a list of Farmer Mac
stockholders will be available for examination by any stockholder for any
purpose germane to the meeting at the offices of the Corporation between the
hours of 9:00 a.m. and 5:00 p.m. local time.

Whether you intend to be present at the meeting or not, please complete the
enclosed proxy card, date and sign it exactly as your name appears thereon and
return it in the postpaid envelope. This will ensure the voting of your shares
if you do not attend the meeting. Giving your proxy will not affect your right
to vote your shares personally if you do attend the meeting. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION.

By order of the Board of Directors,

/s/ Jerome G. Oslick
--------------------
Jerome G. Oslick
Corporate Secretary

Table of Contents

Page
Voting Rights................................................................1
Proxy Procedure..............................................................2
Proxy Statement Proposals....................................................3
Board of Directors Meetings and Committees...................................3
Item No. 1: Election of Directors...........................................4
Information about Nominees for Director......................................5
Class A Nominees.......................................................5
Class B Nominees.......................................................6
Directors Appointed by the President of the United States..............7
Stock Ownership of Directors and Executive Officers..........................8
Report of the Audit Committee...............................................10
Executive Officers..........................................................11
Compensation of Directors and Executive Officers............................12
--Compensation of Directors.................................................13
--Compensation of Executive Officers........................................13
General...............................................................13
Compensation Committee Report on Executive Compensation...............13
Compensation Committee Interlocks and Insider Participation...........17
Summary Compensation Table............................................18
Option Grants During 2001.............................................19
Option Exercises and Year End Value...................................19
Employment Agreements.................................................20
Certain Relationships and Related Transactions........................21
Performance Graph.....................................................22
Item No. 2: Selection of Independent Auditors..............................23
Audit Fees......................................................24
All Other Fees..................................................24
Compliance with Section 16(a) of the Securities Exchange Act of 1934........25
Principal Holders of Voting Common Stock....................................25
Solicitation of Proxies.....................................................27
Other Matters...............................................................27
Appendix A-- Farmer Mac Audit Committee Charter............................A-1

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

FARMER MAC

1133 Twenty-First Street, N.W.
Suite 600
Washington, D.C. 20036

PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held on June 6, 2002

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Federal Agricultural Mortgage Corporation ("Farmer
Mac" or the "Corporation") of proxies from the holders of the Corporation's
Class A Voting Common Stock and Class B Voting Common Stock (together, the
"Voting Common Stock"). The proxies will be voted at the Annual Meeting of
Stockholders of the Corporation (the "Meeting"), to be held on Thursday, June 6,
2002 at 9:00 a.m. local time at the Embassy Suites Hotel, 1250 Twenty-Second
Street, N.W., Washington, D.C. 20037, and at any adjournments or postponements
thereof. The Notice of Annual Meeting, this Proxy Statement and the enclosed
proxy card are being mailed to stockholders on or about April 19, 2002.

The Board of Directors will present for a vote at the Meeting the election
of ten members and the ratification of the appointment of Deloitte & Touche LLP
as independent auditors for the Corporation for fiscal year 2002. The Board is
not aware of any other matter to be presented for a vote at the Meeting.

Voting Rights

One of the purposes of the Meeting is to elect ten members to the Board of
Directors. Title VIII of the Farm Credit Act of 1971, as amended (the "Act")
provides that Class A Voting Common Stock may be held only by banks, insurance
companies and other financial institutions or entities that are not Farm Credit
System institutions. The Act also provides that Class B Voting Common Stock may
be held only by Farm Credit System institutions. Holders of the Class A Voting
Common Stock (the "Class A Holders") and holders of the Class B Voting Common
Stock (the "Class B Holders") must each elect five members to the Board of
Directors. The remaining five members of the Board are appointed by the
President of the United States, with the advice and consent of the United States
Senate.

The Board of Directors has fixed April 12, 2002 as the record date for the
determination of stockholders entitled to receive notice of and to vote at the
Meeting. At the close of business on that date, there were issued and
outstanding 1,030,780 shares of Class A Voting Common Stock and 500,301 shares
of Class B Voting Common Stock, which constitute the only outstanding capital
stock of the Corporation entitled to vote at the Meeting. See "Principal Holders
of Voting Common Stock."

The holders of Voting Common Stock are entitled to one vote per share, with
cumulative voting at all elections of directors. Under cumulative voting, each
stockholder is entitled to cast the number of votes equal to the number of
shares of the class of Voting Common Stock owned by that stockholder, multiplied
by the number of directors to be elected by that class. All of a stockholder's
votes may be cast for a single candidate for director, or may be distributed
among any number of candidates. Class A Holders are entitled to vote only for
the five directors to be elected by Class A Holders, and Class B Holders are
entitled to vote only for the five directors to be elected by Class B Holders.
Other than the election of directors, the Class A Holders and Class B Holders
vote together as a single class on any matter submitted to a vote of the holders
of Voting Common Stock.

The presence, in person or by proxy, of the holders of at least a majority
of the Corporation's outstanding Voting Common Stock is required to constitute a
quorum at the Meeting.

Proxy Procedure

Although many of Farmer Mac's stockholders are unable to attend the Meeting
in person, they are afforded the right to vote by means of the proxy solicited
by the Board of Directors. When a proxy is returned properly completed and
signed, the shares it represents must be voted by the Proxy Committee (described
below) as directed by the stockholder. Stockholders are urged to specify their
choices by marking the appropriate boxes on the enclosed proxy card. A
stockholder may withhold a vote from one or more Nominees by writing the names
of those Nominees in the space provided on the proxy card. Under those
circumstances, unless other instructions are given in writing, the stockholder's
votes will then be cast evenly among the remaining Nominees for its class. The
five Nominees from each class who receive the greatest number of votes will be
elected directors. If one or more of the Nominees becomes unavailable for
election, the Proxy Committee will cast votes under the authority granted by the
enclosed proxy for such substitute or other Nominee(s) as the Board of Directors
may designate. If no instructions are indicated on the proxies, the proxies
represented by the Class A Voting Common Stock will be voted in favor of the
five Nominees specified in this Proxy Statement as Class A Nominees and the
proxies represented by the Class B Voting Common Stock will be voted in favor of
the five Nominees specified in this Proxy Statement as Class B Nominees.

Shares of Voting Common Stock represented by proxies marked "Abstain" for
any proposal presented at the Meeting (other than the election of directors)
will be counted for purposes of determining the presence of a quorum but will
not be voted for or against such proposal. If a proposal involves a vote for
which a broker (or its nominee) may only vote a customer's shares in accordance
with the customer's instructions and the broker (or its nominee) does not vote
those shares due to a lack of instructions, the votes represented by those
shares and delivered to the Corporation ("broker non-votes") will be counted as
shares present at the Meeting for purposes of determining whether a quorum is
present but will not be voted for or against such proposal. Abstentions and
broker non-votes (if applicable) will have the effect of a vote against such
proposals (except with respect to the election of directors). Because only a
plurality is required for the election of directors, abstentions and broker
non-votes (if applicable) will have no effect on the election of directors.

Execution of a proxy will not prevent a stockholder from attending the
Meeting, revoking a previously submitted proxy and voting in person.

The Proxy Committee, composed of three officers of the Corporation, H.D.
Edelman, T.L. Buzby and J.G. Oslick, will vote all shares of Voting Common Stock
represented by proxies signed and returned by stockholders. As authorized by the
proxies, the Proxy Committee will also vote the shares represented thereby on
any matters not known at the time this Proxy Statement was printed that may
properly be presented for action at the Meeting.

Any stockholder who gives a proxy may revoke it at any time before it is
voted by notifying the Secretary of the Corporation in writing on a date later
than the date of the proxy, by submitting a later dated proxy, or by voting in
person at the Meeting. Mere attendance at the Meeting, however, will not
constitute revocation of a proxy. Written notices revoking a proxy should be
sent to Jerome G. Oslick, Secretary, Federal Agricultural Mortgage Corporation,
1133 Twenty-First Street, N.W., Suite 600, Washington, D.C. 20036.

Proxy Statement Proposals

Each year, at the annual meeting, the Board of Directors submits to the
stockholders its nominees for election as Class A and Class B directors. In
addition, the Audit Committee's selection of independent auditors for the year
is submitted for stockholder ratification at each annual meeting, pursuant to
the Corporation's By-Laws. The Board of Directors may, in its discretion and
upon proper notice, also present other matters to the stockholders for action at
the annual meeting. In addition to those matters presented by the Board of
Directors, the stockholders may be asked to act at the annual meeting upon
proposals timely submitted by stockholders.

Proposals of stockholders to be presented at the 2002 Annual Meeting of
Stockholders were required to be received by the Secretary of the Corporation
before December 31, 2001 for inclusion in this Proxy Statement and the
accompanying proxy. No such proposals have been received, and the Board of
Directors knows of no other matters to be presented for action at the Meeting.
If any other matters should properly be brought before the Meeting or any
adjournment or postponement of the Meeting, the Proxy Committee intends to vote
proxies in accordance with its members' best judgment.

If any stockholder intends to present a proposal for consideration at the
Corporation's 2003 Annual Meeting of Stockholders, the Secretary of the
Corporation must receive the proposal before December 31, 2002 to be eligible
for inclusion in the 2003 Proxy Statement. In addition, if any stockholder
notifies the Corporation after March 10, 2003 of an intent to present a proposal
at the Corporation's 2003 Annual Meeting of Stockholders, the Corporation's
proxy holders will have the right to exercise discretionary voting authority
with respect to that proposal, if presented at the meeting, without the
Corporation including information regarding the proposal in its proxy materials.

Board of Directors Meetings and Committees

The Board of Directors conducted a total of six regular meetings during the
fiscal year ended December 31, 2001. With the exception of Mr. C. A. Wheeler, a
member appointed by the President of the United States who was ill for much of
the year, each of the members of the Board of Directors attended 75% or more of
the aggregate number of meetings of the Board of Directors and of the committees
on which they served during the 2001 fiscal year.

The Board has used a number of committees to assist it in the performance
of its duties. The committees currently consist of the following: Audit
Committee, Compensation Committee, Executive Committee, Finance Committee,
Nominating Committee, Program Development Committee and Public Policy Committee.
Each director serves on at least one committee. See "Class A Nominees," "Class B
Nominees" and "Directors Appointed by the President of the United States" for
information regarding the committees on which directors serve. See "Item No. 1:
Election of Directors," "Compensation of Directors and Executive Officers" and
"Report of the Audit Committee" and "Item No. 2: Selection of Independent
Auditors" for information concerning the Nominating Committee, the Compensation
Committee and the Audit Committee, respectively.

Item No. 1: Election of Directors

At the Meeting, ten directors will be elected. The Act provides that five
of the directors will be elected by a plurality of the votes of the Class A
Holders, and five of the directors will be elected by a plurality of the votes
of the Class B Holders. All of the Class A Nominees and all of the Class B
Nominees currently are members of the Board of Directors. The directors elected
by the Class A Holders and the Class B Holders will hold office until the next
annual meeting of the stockholders of the Corporation, or until their respective
successors have been duly elected and qualified.

The Act further provides that the President of the United States will
appoint five members to the Board of Directors with the advice and consent of
the United States Senate (the "Appointed Members"). The Appointed Members serve
at the pleasure of the President of the United States. The Board of Directors,
after the election at the Meeting, will consist of the Appointed Members named
under "Directors Appointed by the President of the United States" below or such
other Appointed Members as may be appointed by the President and confirmed by
the Senate between April 7, 2002 and June 6, 2002 and the ten members who are
elected by the holders of Voting Common Stock.

In order to facilitate the selection of director nominees, the Board of
Directors utilizes a nominating committee that consists of the members of the
Executive Committee, the Vice Chairman of the Board and one additional member
each from those directors elected by holders of Class A and Class B Voting
Common Stock, resulting in a committee composed of two directors from each of
the Board's three constituent groups. The members of the Nominating Committee
are: Appointed Members Messrs. Branstool and Southern; Class A directors Messrs.
Hemingway and Johnson; and Class B directors Messrs. Graff and McCarthy. The
Nominating Committee met three times during the fiscal year ending December 31,
2001. The Nominating Committee recommended five individuals to be considered for
election as Class A Nominees and five individuals to be considered for election
as Class B Nominees and the Board of Directors has approved these
recommendations. The individuals recommended by the Nominating Committee are
referred to collectively as the "Nominees." The Nominees will stand for election
to serve for terms of one year each, or until their respective successors are
duly elected and qualified.

For the 2003 Annual Meeting of Stockholders, the Nominating Committee will
consider nominees recommended by holders of Class A or Class B Voting Common
Stock, who may submit recommendations by letter to the Secretary of Farmer Mac.

If any of the ten Nominees named below is unable or unwilling to stand as a
candidate for the office of director on the date of the Meeting or at any
adjournment(s) or postponement(s) thereof, the proxies received on behalf of
such Nominee will be voted for such substitute or other Nominee(s) as the Board
of Directors may designate. The Board of Directors has no reason to believe that
any of the Nominees will be unable or unwilling to serve if elected.

Information about Nominees for Director

Each of the Nominees has been principally employed in his current position for
the past five years unless otherwise noted.

Class A Nominees

Dennis L. Brack, 49, has been a member of the Board of Directors of the
Corporation since June 7, 2001 and is a member of the Audit Committee and the
Program Development Committee. Mr. Brack has served as President and Chief
Executive Officer of Bath State Bank, Bath, Indiana, since 1988 and has been a
member of the Franklin County, Indiana Community Financial Investment Committee
and the Franklin County Comprehensive Plan Development since 1999. He was also a
director of the Indiana Bankers Association from 1994 to 1996.

W. David Hemingway, 54, has been a member of the Board of Directors of the
Corporation since June 13, 1996 and is a member of the Finance Committee, the
Compensation Committee and the Nominating Committee. Mr. Hemingway has been
Executive Vice President and Senior Investment Officer of the Investment
Division of Zions First National Bank, Salt Lake City, Utah, since 1984, having
previously held various positions within the investment division, which he
assisted in organizing in 1975. In early 1998, Mr. Hemingway was also elected
Executive Vice President of Zions Bancorporation, the holding company for Zions
First National Bank. He is also a director of Zions Investment Securities, Inc.
Mr. Hemingway has held numerous positions within the State of Utah, having
served as a member of the Great Salt Lake Development Authority and the Utah
State Money Management Council, of which he served as chairman in 1991. He also
served as chairman of the Utah Bankers Association in 1995.

Mitchell A. Johnson, 60, has been a member of the Board of Directors of the
Corporation since June 12, 1997, is a member of the Executive Committee and the
Nominating Committee and serves as chairman of the Compensation Committee. Mr.
Johnson is President of MAJ Capital Management, Inc., an investment management
firm that he founded in 1994 following his retirement from the Student Loan
Marketing Association (Sallie Mae), the nation's largest provider of college
education financing. He is a trustee of Citizens Funds, a mutual fund company
based in Portsmouth, New Hampshire and a director of the Rushmore Funds, a
mutual fund company owned by FBR Investment Services, Inc. During his 21 years
with Sallie Mae, Mr. Johnson held numerous positions within that organization
including, for the seven years preceding his retirement, Senior Vice President,
Corporate Finance. He also served as a director of Eldorado Bankshares, Inc.,
Laguna Hills, California, the holding company for Eldorado and Antelope Valley
Banks, and was the first President and one of the founding members of the
Washington Association of Money Managers and a trustee of the District of
Columbia Retirement Board, among other community activities.

Charles E. Kruse, 57, has been a member of the Board of Directors of the
Corporation since June 7, 2001 and is a member of the Program Development
Committee. Mr. Kruse has been a member of the Board of Directors of Central
Bancompany since 2000. He has served as President of the Missouri Farm Bureau
since 1992 and has been a member of the American Farm Bureau Board of Directors,
representing 12 midwestern State Farm Bureaus, since 1995. Mr. Kruse has also
served on the Commission on 21st Century Production Agriculture; the
Agricultural Technical Advisory Committee for Trade in Grains, Feed, and
Oilseeds; the President's Council on Rural America; and the U.S. Trade
Representative's Intergovernmental Advisory Committee.

Peter T. Paul, 58, has been a member of the Board of Directors of the
Corporation since June 4, 1998 and serves as chairman of the Finance Committee.
He is the President of Headlands Group, LLC, a private investment company, and
is the owner and Chairman of Grove Street Winery. From January 2000 to May 2001,
Mr. Paul served as President and Chief Executive Officer of GreenPoint Credit
Corp., a national specialty home finance lender. Prior to January 2000, he was
the President and Chief Executive Officer first of Headlands Mortgage Company,
which Mr. Paul founded in 1986, and subsequently of GreenPoint Mortgage after
Headlands merged with GreenPoint Financial Corp. in April 1999. Mr. Paul has
been a member of the board of directors of GreenPoint Financial Corp. since
March 1999 and served as Vice Chairman of that board from March 1999 to May
2001. He is also a member of the board of directors of Sequoia National Bank and
the University of New Hampshire Foundation. Mr. Paul received the Ernst & Young
1999 Financial Services Entrepreneur of the Year award.

Class B Nominees

Paul A. DeBriyn, 47, has been a member of the Board of Directors of the
Corporation since June 1, 2000, is a member of the Compensation Committee and
serves as chairman of the Audit Committee. Mr. DeBriyn has served as President
and Chief Executive Officer of Farm Credit Services of Southern Minnesota and
AgStar Financial Services, ACA since 1995. He was previously Executive Vice
President and Chief Operating Officer of Farm Credit Services of Southern
Minnesota from 1993 to 1995 and President and Chief Executive Officer of Farm
Credit Services of Southeast Minnesota from 1987 to 1993.

Kenneth E. Graff, 55, has been a member of the Board of Directors of the
Corporation since June 12, 1997, is a member of the Executive Committee and the
Nominating Committee and serves as chairman of the Program Development
Committee. Mr. Graff is President of Farm Credit West, ACA located in Visalia,
California and was President of Central Coast Farm Credit (one of Farm Credit
West's predecessor Associations) since late 1987. He was employed by the Farm
Credit Banks of Sacramento in various capacities from 1976 to 1987, most
recently as Senior Vice President. From March 1989 until June 1991, Mr. Graff
served as a Class B member of the Farmer Mac Board of Directors.

James A. McCarthy, 72, has been a member of the Board of Directors of the
Corporation since June 9, 1994 and is a member of the Compensation Committee and
the Nominating Committee. He is a cotton, grain and sugarcane farmer and cattle
feeder in Rio Hondo, Texas. Mr. McCarthy is a member of the Board of Directors
of the Farm Credit Bank of Texas and served as its chairman during 1998 and
1999. He is a member of Agriculture Co-Op Development International and has
served as a member of the National Commission on Agricultural Finance, the
Advisory Board of the Federal Intermediate Credit Bank of Texas and the Board of
Directors of the Production Credit Association of South Texas. Mr. McCarthy also
serves as an officer and director of several closely held companies engaged in
construction, farming, shipping and land acquisition and development.

John G. Nelson III, 52, has been a member of the Board of Directors of the
Corporation since June 13, 1996 and is a member of the Finance Committee. He is
the owner and manager of a grain farm in Reardan, Washington. Since 1994, Mr.
Nelson has served as a director of AgAmerica, FCB, Spokane, Washington. He also
has served as a director of Northwest Farm Credit Services, ACA, and its
predecessor PCA. Mr. Nelson is a member of the Farm Bureau, the Washington Wheat
Growers and Northwest Farm Credit Services, ACA, as well as several other
agricultural organizations.

John Dan Raines, 58, has been a member of the Board of Directors of the
Corporation since June 18, 1992 and is a member of the Audit Committee. He is
the owner and operator of Georgia Produce Exchange, Inc., a fresh vegetable
sales firm. From 1986 to 1990, Mr. Raines was a member of the Board of Directors
of the South Atlantic Production Credit Association, and served as its Chairman
in 1989 and 1990. Since 1990, Mr. Raines has served as a member of the Board of
Directors of AgFirst Farm Credit Bank (formerly, the Farm Credit Bank of
Columbia, South Carolina). He also has served since 1981 as a member of the
Board of Directors of AgGeorgia Farm Credit, ACA, and its predecessor Farm
Credit System institution.

Directors Appointed by the President of the United States

Charles Eugene Branstool, 65, has been a member of the Board of Directors of the
Corporation and has served as its Chairman since May 26, 1995. He is also
Chairman of the Executive Committee and the Nominating Committee and is a member
of the Compensation Committee and the Public Policy Committee. His appointment
to the Board was confirmed by the United States Senate on May 23, 1995. Mr.
Branstool has been a self-employed farmer in Utica, Ohio since 1962. During the
period from April 1993 through December 1993, Mr. Branstool served as the
Assistant Secretary for Marketing and Inspection Services of the U.S. Department
of Agriculture (USDA). Prior to serving with USDA, Mr. Branstool was State
Chairman of the Ohio Democratic Party from January 1991 through April 1993. He
also served in the Ohio House of Representatives from January 1975 through
December 1982, and as a State Senator from January 1983 through December 1990.

Lowell L. Junkins, 58, has been a member of the Board of Directors of the
Corporation since June 13, 1996 and is a member of the Public Policy Committee
and the Audit Committee. He was appointed to the Board of Directors by President
Clinton in April 1996 while the Senate was in recess and was confirmed by the
Senate on May 23, 1997. Mr. Junkins works as a public affairs consultant for
Lowell Junkins & Associates in Des Moines, Iowa. He owns and operates Hillcrest
Farms in Montrose, Iowa, where he served as Mayor from 1971 to 1972. From 1974
through 1986, Mr. Junkins served as an Iowa State Senator, including as majority
leader from 1981 to 1986.

Marilyn Peters, 72, has been a member of the Board of Directors of the
Corporation since October 12, 1994 and is a member of the Program Development
Committee and the Public Policy Committee. Her appointment to the Board was
confirmed by the United States Senate on October 4, 1994. Mrs. Peters and her
husband own farm and ranch land in Marshall County, South Dakota used for the
production of grain crops and cattle. Mrs. Peters is a former teacher and a past
member of the Britton Public School Board. She formerly served on the South
Dakota Council on Vocational Education, the South Dakota Private Industry
Council and the South Dakota Professional Administrators Practices and Standards
Commission, positions to which she was appointed by the Governor of South
Dakota. She also served as a member of the National Association of State
Councils on Vocational Education, representing the interest of the agricultural
community in the work of the association. In 1999, Mrs. Peters completed two
terms of service on the board of directors of South Dakota Rural Enterprise,
Inc., a statewide private not-for-profit corporation serving as a financial
intermediary for rural economic development.

Gordon Clyde Southern, 75, has been a member of the Board of Directors of the
Corporation since March 2, 1989 and currently serves as its Vice Chairman. He
serves as chairman of the Public Policy Committee and is a member of the Finance
Committee and the Nominating Committee. His appointment to the Board was
confirmed by the United States Senate on September 30, 1988. Mr. Southern has
been a farmer and President of the Southern Farm Co., Inc. in Steele, Missouri
since 1954. He serves as a Director of the Bootheel Resources Conservation and
Development Council and as a member of the Executive Council of the University
of Missouri Delta Experiment Station. He serves as the Chairman of the Colonel
Gordon C. Southern Telecommunications Resource Center of the University of
Missouri at Portageville, Missouri. He has served as Presiding Commissioner of
Pemiscot County and as Chairman of the Pemiscot County Port Authority. He is
currently serving as Vice President of the Pemiscot County Farm Bureau and is a
Director of Drainage District Number One in Pemiscot County.

Clyde A. Wheeler, Jr., 81, has been a member of the Board of Directors of the
Corporation since October 12, 1994 and is a member of the Public Policy
Committee and the Program Development Committee. His appointment to the Board
was confirmed by the United States Senate on October 4, 1994. Mr. Wheeler, a
self-employed farmer and rancher, owns and operates with his son the Clear Creek
Ranch, a cattle and hay operation in Laverne, Oklahoma. He spent several years
in public service, having begun as an administrative assistant to an Oklahoma
Congressman in 1951, then as a special assistant to former Secretary of
Agriculture Ezra Taft Benson and then as a staff assistant to President
Eisenhower. Following his public service career, he spent the next 24 years with
Sun Company, Inc. (and its predecessor companies), most recently as corporate
Vice President upon his retirement in 1984.

In addition to the affiliations set forth above, the Nominees and Appointed
Members are active in many local and national trade, commodity, charitable,
educational and religious organizations.

Stock Ownership of Directors and Executive Officers

As of the record date, April 12, 2002, the following members of the Board
of Directors, Nominees for election as directors and executive officers of the
Corporation might be deemed to be "beneficial owners" of equity securities of
the Corporation, as defined by the rules of the Securities and Exchange
Commission ("SEC"). The Corporation's Voting Common Stock may be held only by
financial institutions and Farm Credit System institutions, and may not be held
by individuals, and no executive officer owns, directly or indirectly, any
shares of any class of the Corporation's Voting Common Stock. Furthermore,
Appointed Members may not be officers or directors of financial institutions or
Farm Credit System institutions and may not own Voting Common Stock of the
Corporation directly or indirectly. There are no ownership restrictions on the
Class C Non-Voting Common Stock. For information about the beneficial owners of
5% or more of the Voting Common Stock of the Corporation, see "Principal Holders
of Voting Common Stock."

Voting Common Stock Non-Voting Common Stock(1)
--------------------- --------------------------
Class A Percent Class C Percent
------- ------- ------- -------

Dennis L. Brack ------ ------ 3,606 *
Charles Eugene Branstool ------ ------ 12,364 *
Thomas R. Clark ------ ------ 8,494 *
Nancy E. Corsiglia ------ ------ 248,577 2.5%
Paul A. DeBriyn ------ ------ 6,747 *
Henry D. Edelman ------ ------ 624,050 6.2%
Kenneth E. Graff ------ ------ 26,334 *
W. David Hemingway(2) 322,100 31.3% 1,531,984 15.2%
Mitchell A. Johnson ------ ------ 33,307 *
Lowell L. Junkins ------ ------ 3,333 *
Charles E. Kruse ------ ------ 3,606 *
James A. McCarthy ------ ------ 20,937 *
John G. Nelson III ------ ------ 25,102 *
Jerome G. Oslick ------ ------ 43,284 *
Peter T. Paul ------ ------ 31,333 *
Marilyn Peters ------ ------ 21,592 *
John Dan Raines ------ ------ 20,334 *
Tom D. Stenson ------ ------ 126,644 *
Gordon Clyde Southern ------ ------ 21,434 *
Clyde A. Wheeler, Jr. ------ ------ 15,295 *

All directors and
executive officers as a 322,100 31.3% 28.1%
group (20 persons)

* Less than 1%.

1 Includes shares of Class C Non-Voting Common Stock that may be acquired
within 60 days through the exercise of stock options as follows: Mr.
Edelman, 582,545 shares; Ms. Corsiglia, 226,871 shares; Mr. Oslick,
39,792 shares; and Mr. Stenson, 114,881 shares; each of Messrs. Graff,
Hemingway and Johnson, 26,334 shares; Mr. Nelson, 24,834 shares; each of
Ms. Peters and Messrs. McCarthy, Paul, Raines and Southern, 20,334; Mr.
Wheeler, 14,334 shares; Mr. Branstool, 11,334; Mr. DeBriyn, 6,534; each of
Messrs. Brack and Kruse, 3,334 shares; Mr. Junkins, 3,333 shares; and all
directors and executive officers as a group, 1,244,084 shares.

2 As Senior Investment Officer of Zions First National Bank, Mr. Hemingway
may be deemed to be the beneficial owner of the 322,100 shares of Class A
Voting Common Stock owned by Zions First National Bank. As Executive Vice
President of Zions Bancorporation, the holding company for Zions First
National Bank, Mr. Hemingway may be deemed to be the beneficial owner of
the 1,500,300 shares of Class C Non-Voting Common Stock owned by the
holding company. Mr. Hemingway disclaims beneficial ownership of the
322,100 shares of Class A Stock and the 1,500,300 shares of Class C Stock
owned by the Bank and the holding company, respectively. Of the 31,684
shares of Class C Non-Voting Common Stock attributed to Mr. Hemingway, 240
shares are owned by his son.

Report of the Audit Committee

The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Corporation filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Corporation specifically
incorporates this Report by reference therein.

During 2001, the Audit Committee of the Board of Directors reaffirmed the
charter for the Committee, which reaffirmation was ratified by the full Board on
June 7, 2001. The complete text of the charter, which reflects standards set
forth in new SEC regulations and New York Stock Exchange rules, is reproduced in
Appendix A to this proxy statement. The Board reviews and approves changes to
the Audit Committee Charter annually.

As set forth in more detail in the charter, the Audit Committee's primary
responsibilities fall into three broad categories:

o first, the committee is charged with monitoring the preparation of
quarterly and annual financial reports by the Corporation's
management, including discussions with management and the
Corporation's outside auditors about draft annual financial statements
and key accounting and reporting matters;

o second, the committee is responsible for matters concerning the
relationship between the Corporation and its outside auditors,
including recommending their appointment or removal; reviewing the
scope of their audit services and related fees, as well as any other
services being provided to the Corporation; and determining whether
the outside auditors are independent (based in part on the annual
letter provided to the Corporation pursuant to Independence Standards
Board Standard No. 1); and

o third, the committee oversees management's implementation of effective
systems of internal controls, including review of policies relating to
legal and regulatory compliance, ethics and conflicts of interests;
and review of the activities and recommendations of the Corporation's
internal auditing program.

The Audit Committee has implemented procedures to ensure that during the
course of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under the Committee's charter.
To carry out its responsibilities, the Committee met seven times during 2001.

The Directors who serve on the Audit Committee are all "independent" for
purposes of the New York Stock Exchange listing standards. That is, the Board of
Directors has determined that none of the Audit Committee members has a
relationship with Farmer Mac that may interfere with their independence from
Farmer Mac and its management.

In overseeing the preparation of the Corporation's financial statements,
the Audit Committee met with both management and the Corporation's outside
auditors to review and discuss all financial statements prior to their issuance
and to discuss significant accounting issues. Management advised the Audit
Committee that all financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee discussed the
statements with both management and the outside auditors. The Audit Committee's
review included discussion with the outside auditors of matters required to be
discussed pursuant to Statement on Auditing Standards No. 61 (Communication With
Audit Committees).

With respect to the Corporation's outside auditors, the Audit Committee,
among other things, received from Arthur Andersen LLP the written disclosures as
required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and discussed with them their independence
from the Corporation and its management.

Finally, the Audit Committee continued to monitor the scope and adequacy of
the Corporation's internal auditing program, including proposals for adequate
staffing and to strengthen internal procedures and controls where appropriate.

On the basis of these reviews and discussions, the Audit Committee
recommended to the Board of Directors that the Board approve the inclusion of
the Corporation's audited financial statements in the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 for filing with
the Securities and Exchange Commission.

Audit Committee

Paul A. DeBriyn, Chairman
Dennis L. Brack
Lowell Junkins
John Dan Raines

Executive Officers

The following table sets forth the names and ages of the current executive
officers of Farmer Mac and the principal positions held with the Corporation by
such executive officers.

Name Age Capacity in which Served and Five-Year History
---- --- ----------------------------------------------

Henry D. Edelman 53 President and Chief Executive Officer of the Corporation
since June 1, 1989. From November 1986 until he joined
Farmer Mac, Mr. Edelman was First Vice President for Federal
Government Finance of PaineWebber Incorporated, New York, New
York. Previously, Mr. Edelman was Vice President for
Government Finance at Citibank N.A., New York, New York and
Director of Financing, Investments and Capital Planning at
General Motors Corporation in New York, New York, where he
served in various capacities on the Legal Staff and Financial
Staff for ten years.

Nancy E. Corsiglia 46 Vice President - Finance since June 1, 2000, Treasurer since
December 8, 1989 and Chief Financial Officer since
May 13, 1993. From December 8, 1989 until June 1, 2000 when
she was appointed Vice President - Finance, Ms. Corsiglia was
Vice President - Business Development. From 1988 until she
joined Farmer Mac, Ms. Corsiglia was Vice President for
Federal Government Finance at PaineWebber Incorporated, New
York, New York. From 1984 to 1988, she served as a Senior
Financial Analyst and a Manager on the Financial Staff of
General Motors Corporation, New York, New York.

Jerome G. Oslick 55 Vice President - General Counsel and Secretary of the
Corporation since February 1, 2000. From 1987 until he
joined Farmer Mac as Assistant General Counsel in February
1994, Mr. Oslick was an associate in the Washington, D.C.
office of the New York-based law firm of Brown & Wood. From
1970 to 1987, he was an attorney and branch chief in the
Office of General Counsel, United States Department of
Agriculture.

Tom D. Stenson 51 Vice President - Agricultural Finance of the Corporation
since August 7, 1997. From November 1996 until August 7,
1997, Mr. Stenson was Director - Agricultural Finance of the
Corporation. From 1993 until joining Farmer Mac in 1996, he
was Vice President - Agribusiness for ValliWide Bank, a
"super-community" bank in the San Joaquin Valley of
California.

Compensation of Directors and Executive Officers

The Compensation Committee determines, subject to ratification by the Board
of Directors, the salaries, benefit plans and other compensation of directors
and officers of the Corporation. The current members of that committee are
Messrs. Branstool, DeBriyn, Hemingway, Johnson (chairman) and McCarthy. No
member of the Compensation Committee is an officer or employee of the
Corporation. During the fiscal year ended December 31, 2001, the Compensation
Committee met four times.

Compensation of Directors

The directors are required to spend a considerable amount of time preparing
for, as well as participating in, Board and Committee meetings. In addition,
they are often called upon for their counsel between meeting dates. For those
services, they receive the following compensation: (a) each member of the Board
of Directors receives an annual retainer of $12,500, except the Chairman who
receives a $17,500 annual retainer; (b) each member receives $500 per day, plus
expenses, for each meeting of the Board and each Committee meeting (if on a day
other than that of the Board meeting) attended; and (c) with the prior approval
of the President, members of the Board are compensated at the same daily rate
for certain other meetings and conferences of borrowers, lenders or other groups
interested in the Farmer Mac program in which they participate. The total cash
compensation received by all members of the Board of Directors in 2001 was
approximately $228,500. Since June 1, 2000, each director is granted options
annually to purchase 5,000 shares of Class C Non-Voting Common Stock, with each
such grant to occur on the date of each Annual Meeting of Stockholders and with
the option price to be determined as of such date. The options granted to each
member of the Board of Directors in 2001 had a present value of $58,1603(3) at
the grant date. The total compensation, cash and options received by all members
of the Board of Directors in 2001 was approximately $1,100,900.

Compensation of Executive Officers

General

This section includes: (a) a report from the Compensation Committee of the
Board of Directors on executive compensation; (b) a discussion of compensation
committee interlocks and insider participation in Farmer Mac transactions; (c) a
summary description in tabular form of executive compensation; (d) a summary of
aggregate option holdings; (e) a description of the executive officers'
employment agreements; (f) a discussion of certain relationships and related
transactions with directors; and (g) a comparison of Farmer Mac's stock
performance to market indices.

Notwithstanding anything to the contrary set forth in any of Farmer Mac's
documents with respect to the offer or sale of securities ("Offering Circular")
or any previous corporate filings under the Securities Act of 1933 or Securities
Exchange Act of 1934, neither the Compensation Committee Report on Executive
Compensation nor the Performance Graph shall be deemed to be incorporated by
reference into any Offering Circular or any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent Farmer Mac
specifically incorporates such information by reference, and shall not otherwise
be deemed to have been or to be filed under such Acts.

3 The present value at grant date of options granted during 2001 has been
estimated using the Black-Scholes option pricing model with the following
assumptions: a dividend yield of 0.0%; an expected volatility of 47.1%; a
risk-free interest rate of 5.4%; and an expected life of 5 years.

Compensation Committee Report on Executive Compensation

Farmer Mac's Compensation Policies. Farmer Mac was created by Congress to
establish a secondary market for agricultural and rural housing mortgages that
would increase the availability of credit for agricultural producers, provide
greater liquidity and lending capacity for agricultural lenders and facilitate
intermediate- and long-term agricultural funding. Farmer Mac's charter,
particularly as revised in 1996, casts it in the mold of the Federal National
Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage
Corporation ("Freddie Mac"), which, over the past 20 years, have established a
mature secondary market for housing mortgages. From the outset, Farmer Mac's
Board of Directors and its Compensation Committee recognized that the
accomplishment of Farmer Mac's mission would require that it attract, retain and
motivate highly qualified personnel capable of addressing the formidable tasks
necessary to develop and operate a secondary market where none had previously
existed, and to persevere in their efforts through what would likely be a number
of difficult and uncertain years. The Board and the Committee believe that
approach continues to be sound, inasmuch as the Corporation must compete in the
general market for the services of individuals with the education, experience
and prior achievements necessary to enhance the financial results and safety and
soundness of Farmer Mac's expanding and increasingly complex operations.
Accordingly, the Board and the Committee have undertaken to compensate those
employees in a reasonable manner consistent with compensation for executives in
other comparable businesses that involve similar duties and responsibilities,
while recognizing that the Corporation would have to set special objectives as
it progressed through developmental stages, whereby management would focus on
long-term structural, pricing and capital objectives, balanced with near-term
operating results.

Method of Determining Management Compensation. Farmer Mac's Board of
Directors and Compensation Committee have adopted an approach to executive
compensation that relies upon both subjective (qualitative) and objective
(quantitative) evaluation criteria in establishing the compensation of the Chief
Executive Officer ("CEO") and other senior members of management. That approach
measures performance primarily on the basis of management's accomplishments in
implementing business strategies designed to achieve the annual and long-term
objectives defined in the Corporation's annual business plan, as approved each
year by the Board of Directors.

As part of its ongoing efforts to evaluate its approach and further refine
the Corporation's compensation practices, the Compensation Committee has
employed the services of a nationally recognized independent compensation
consulting firm. With significant input and assistance from its independent
consultant, the Committee has worked to refine the Corporation's policies
relating to executive compensation. Those policies include: (i) a system for
comparative and competitive evaluation of base salaries; (ii) an approach to
incentive compensation, including annual cash and long-term non-cash components;
and (iii) a management performance evaluation form that has resulted in more
quantitative measurement of management's performance against the achievement of
business plan objectives.

Each year, the Corporation's independent compensation consultant reviews
the Corporation's compensation practices and establishes an estimated range of
competitive compensation opportunities comparable to those received by persons
with similar qualifications and experience (but not necessarily the same
position and title) at other corporations, particularly the other GSEs, to
ensure that the Corporation's compensation structure is sufficiently competitive
to attract and retain highly qualified executives. The Corporation's established
practice is to target the 75th percentile of compensation for all components of
comparable pay, to reflect the challenges and risks of its developmental and
political characteristics.

On the basis of that comparative review and other related analyses, the
Committee selects the range of, and target amounts for, total compensation as
well as for each of the three components of compensation - salary, annual cash
incentive pay and long-term non-cash incentive pay - and then makes
recommendations to the full Board as to the actual levels of compensation to be
awarded. The incentive portions of the compensation package vary to reflect
corporate performance, which is measured against business plan objectives and
results. In measuring the achievement of those objectives and results, the
Committee applies criteria established by the Board and management in the
business plan. For the 2000-01 business planning year (June 1, 2000 to May 31,
2001), four critical objectives were established, focusing on profitability,
volume and quality control: to continue to improve operating results; to
optimize internal operations with the evolution of the Corporation's business;
to optimize use of the capital markets; and to maintain effective government,
public and investor relations.

Method of Determining Management Compensation for the 2000-01 Business
Planning Year. The Corporation's procedures for determining management
compensation have been consistent from year to year. In April and May of each
year, towards the end of the Corporation's 12-month business plan cycle
("business planning year"), the Compensation Committee, composed entirely of
outside directors (as is the entire Board), reviews management's performance
against business plan objectives, taking into account the business conditions
that prevailed during the preceding business planning year.

The CEO provides detailed written performance evaluations of the members of
senior management, other than himself, to the Compensation Committee members in
advance, and these are discussed among the members in executive session. The CEO
participates in the evaluation of each other senior member of management, but
not in his own. As a benchmark for compensation decisions, the Compensation
Committee, assisted by the independent compensation consultant, compares the
salary and annual and long-term incentive compensation of the Corporation's CEO
and other members of senior management with the corresponding range of
compensation in the Competitive Data. This comparison is made on both an annual
and a multi-year basis, in order to take into account pay levels and rates of
increase at Farmer Mac and similar companies.

The Compensation Committee considers the performance and total compensation
of the CEO in executive session without the CEO present, prepares a detailed
written performance evaluation of the CEO and then includes the CEO in its
consideration of the performance and total compensation of each of the other
members of senior management. Based on those deliberations and input provided by
the independent compensation consultant, the Compensation Committee makes
recommendations consistent with the Corporation's compensation policies, the
terms of the contracts under which the CEO and other senior management are
employed, and its ability to attract and retain a management team with the
skills and talent necessary to achieve the Corporation's mission.

The Compensation Committee evaluated the performance of senior management,
including the CEO, for the 2000-01 business planning year by reviewing the
contribution of each individual to the accomplishment of the strategies and
objectives under the 2000-01 business plan. The Committee also evaluated the
Corporation's non-financial achievements during the business planning year,
recognizing that a significant aspect of the continuing development of Farmer
Mac involved the establishment of programs and products that facilitate
participation by sellers and provide effective access to the secondary market
for stockholders who are originators or purchasers of qualified loans. In that
regard, the Compensation Committee considered the significant business
accomplishments and financial results achieved during the 2000-01 business
planning year, including the 51 percent increase in fiscal year net income for
2000 compared to 1999. The Committee also recognized other important business
accomplishments during the planning year, including: expanding the number and
diversity of participants in the Farmer Mac cash window for the purchase of
agricultural mortgages; increasing the profitability of its programs by holding
loans rather than securitizing them when market conditions were unfavorable;
limiting expenses through cost control measures; and maximizing revenue through
sophisticated investment techniques. All of these factors were weighed
carefully, with particular weight accorded to profitability. On that basis, the
Compensation Committee recommended, and the Board approved, the compensation to
senior management disclosed herein.

The proportion of the total compensation package representing incentive
compensation (annual cash and long-term non cash incentive compensation) for the
2000-01 business planning year was 77% for the CEO and ranged between 26% and
71% for other members of senior management. In accordance with the
recommendation of the Compensation Committee and with the concurrence of the
independent compensation consultant for the 2000-01 business planning year,
annual incentive compensation awards otherwise payable in cash to members of
senior management were instead paid in a 50%-50% combination of restricted stock
and stock options; accordingly, long-term incentive compensation represented
100% of the total incentive compensation package for the 2000-01 business
planning year. The basis for determining incentive compensation was the
Compensation Committee's evaluation of each individual's contribution to the
achievement of the business and financial accomplishments of the 2000-01
planning year, as well as an evaluation of each individual's performance, based
on subjective standards including professional competence, motivation and
effectiveness in implementing the strategies that led to the achievement of the
business plan objectives.

Basis for Determining Chief Executive Officer's Compensation. For the
2000-01 business planning year, Mr. Edelman received a base salary of $414,176
and was awarded incentive compensation with a total estimated value of
approximately $1,465,400. With respect to the incentive compensation component
of Mr. Edelman's total compensation, he received options to purchase 90,387
shares of Farmer Mac Class C Non-Voting Common Stock (one-third of the options,
valued at $376,492 as of the grant date, vested immediately upon grant;
one-third vest on May 31, 2002; and one-third vest on May 31, 2003) and 10,753
shares of restricted stock, which are not transferable until May 31, 2002. For a
discussion of the factors and criteria upon which the CEO's compensation was
based, see the preceding section of this report.

The Compensation Committee members believe that both the design of Farmer
Mac's compensation structure, as maintained with the assistance of its outside
compensation consultant, and the actual total compensation levels, as described
herein, reflect careful consideration of what was reasonable and fair, in light
of the Corporation's performance, from both management and stockholder
perspectives.

Compensation Committee

C. Eugene Branstool, Chairman
Paul A DeBriyn W. David Hemingway
Mitchell A. Johnson James A. McCarthy

Compensation Committee Interlocks and Insider Participation

Directors Branstool, DeBriyn, Hemingway, Johnson and McCarthy comprise the
Corporation's Compensation Committee. None of these directors is or has been an
officer or employee of the Corporation.

Director Hemingway, a Class A director, is Executive Vice President and
Senior Investment Officer of the Investment Division of Zions First National
Bank ("Zions"), the owner of 322,100 shares (or 31.3%) of Farmer Mac's Class A
Voting Common Stock. He also is Executive Vice President of Zions
Bancorporation, the holding company for Zions, which owns 1,500,300 shares (or
14.9%) of Farmer Mac's Class C Non-Voting Common Stock. Zions is an active
participant in both the Farmer Mac I and II programs. Zions has entered into
contracts with Farmer Mac pursuant to which Zions provides central servicing and
loan review and underwriting services to Farmer Mac with respect to certain
Qualified Loans, including (with respect to central servicing) those sold by
Zions to Farmer Mac under the Farmer Mac I program. During 2001, Zions received
approximately $1.0 million in servicing fees and approximately $49,000 in loan
review and underwriting fees under those contracts. In addition, in 2001, Zions
acted as agent with respect to the sale of $53.6 million of Farmer Mac's
medium-term notes, in connection with which it received fees of $90,150; acted
as dealer with respect to the sale of approximately $528 million of Farmer Mac's
discount notes, in connection with which it received commissions of
approximately $264,000; entered into interest rate swap agreements with Farmer
Mac having a notional principal amount of approximately $54.1 million with
respect to certain Qualified Loans it sold to Farmer Mac under the Farmer Mac I
program; and was an active participant in the Farmer Mac II program. See
"Certain Relationships and Related Transactions" for additional quantitative
information about Zions' participation in the Farmer Mac I and II programs.
Accordingly, Director Hemingway participated in the deliberations of the
Committee but did not vote upon management compensation decisions.

Summary Compensation Table

The following table sets forth certain information for each of the last
three fiscal years with respect to the compensation awarded to, earned by, or
paid to Farmer Mac's Chief Executive Officer and each of Farmer Mac's four other
most highly compensated executive officers for the fiscal year ended December
31, 2001.

Long-Term
Compensation Awards
--------------------------
Restricted Securities
Fiscal Annual Compensation($) Stock Underlying All Other
Name and Principal Position Year Salary Bonus(4) Awards($)(5) Options(6) Compensation($)(7)
--------------------------- ----------------------------------------------------------------------------------

Henry D. Edelman 2001 426,256 335,924 -- 90,387 29,706
President and 2000 406,903 302,545 -- 148,388 35,980
Chief Executive Officer 1999 389,775 256,984 -- 103,686 34,294

Thomas R. Clark 2001 132,139 33,299 -- 4,380 22,392
Vice President, 2000 216,365 87,937 -- 40,305 32,406
Corporate Relations 1999 207,258 66,184 -- 23,166 30,720

Nancy E. Corsiglia 2001 263,820 155,450 -- 40,220 28,539
Vice President, Finance, 2000 229,409 117,718 -- 61,907 31,125
Treasurer and CFO 1999 207,258 85,198 -- 33,378 29,439

Jerome G. Oslick(8) 2001 201,875 102,843 -- 22,483 30,614
Vice President, 2000 160,389 -- 107,744 33,554 31,051
General Counsel and
Secretary

Tom D. Stenson 2001 217,528 109,527 -- 26,951 29,131
Vice President, 2000 213,708 101,973 -- 47,632 31,260
Agricultural Finance 1999 200,734 83,541 -- 31,431 29,575

4 All bonuses paid to Mr. Edelman, Ms. Corsiglia, Mr. Oslick and Mr. Stenson
in 2001 were in the form of shares of Farmer Mac Class C Non-Voting Stock
that may not be transferred until May 31, 2002. The shares were granted on
June 7, 2001 and valued at the closing price ($31.24) of Class C Non-Voting
Common Stock on the date of grant. The numbers of shares granted were: Mr.
Edelman, 10,753; Ms. Corsiglia, 4,976; Mr. Oslick, 3,292; and Mr. Stenson,
3,506.
5 Mr. Oslick was granted 2,615 shares of restricted stock on February 3, 2000
(valued at the closing price ($19.125) of Class C Non-Voting Common Stock
on the date of grant) and 3,817 shares of restricted stock on June 1, 2000
(valued at the closing price ($15.125) of Class C Non-Voting Common Stock
on the date of grant), all of which vested on May 31, 2001 (on which date
the closing price was $32.25).
6 Adjusted for 3-for-1 stock split effective August 2, 1999.
7 Includes contributions to the Corporation's defined contribution pension
plan in the amount of $27,547 for 2001 on behalf of each of Mr. Edelman,
Ms. Corsiglia, Mr. Oslick and Mr. Stenson and $20,392 on behalf of Mr.
Clark, as well as disability and life insurance premium payments paid on
behalf of the officers. See "Employment Agreements."
8 Mr. Oslick was appointed Vice President, General Counsel and Secretary on
February 1, 2000.

Option Grants During 2001

The table below sets forth, as to each of the named executive officers, the
following information with respect to option grants during 2001 and the
potential realizable value of those option grants: (1) the number of shares of
Class C Non-Voting Common Stock underlying options granted during 2001; (2) the
percentage that such options represent of all options granted to employees
during that year; (3) the exercise price; (4) the expiration date; and (5) the
present value, as of the grant date, of the options under the Black-Scholes
option pricing model.

% of Total
Options
Number of Granted to Grant Date
Options Employees Exercise Price Expiration Present
Name Granted(9) in Year ($/Share) Date Value(10)
--------------------------------------------------------------------------------------

Henry D. Edelman 90,387 43.3 31.24 6/7/11 $1,129,476
Thomas R. Clark 4,380 2.1 31.24 6/7/11 54,732
Nancy E. Corsiglia 40,220 19.3 31.24 6/7/11 502,589
Jerome G. Oslick 22,483 10.8 31.24 6/7/11 280,948
Tom D. Stenson 26,951 12.9 31.24 6/7/11 336,780

Option Exercises and Year End Value

The following table sets forth certain information relating to stock
options exercised during 2001 by, and the number and value of unexercised stock
options previously granted to, the individuals named in the Summary Compensation
Table.

Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Year-End at Year-End(11)
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
------------------------------------------------------------------------------------------

Henry D. Edelman 60,000 $1,575,200 502,954/109,720 $13,641,149/$1,813,087
Thomas R. Clark 152,167 3,910,699 -- / -- -- / --
Nancy E. Corsiglia 30,000 787,600 192,829/ 47,448 5,348,110/ 771,901
Jerome G. Oslick 15,000 420,327 21,114/ 26,173 394,551/ 422,592
Tom D. Stenson -- -- 90,019/ 33,845 1,862,417/ 569,278

9 Options granted in 2001 became exercisable in stages, with one-third having
vested on June 7, 2001, and one-third vesting on each of May 31, 2002 and
May 31, 2003.

10 The present value at grant date of options granted during 2001 has been
estimated on the date of the grant using the Black-Scholes option pricing
model with the following assumptions: a dividend yield of 0.0%; an expected
volatility of 47.1%; a risk-free interest rate of 5.4%; and an expected
life of 5 years.

11 For purposes of this calculation, the value of the unexercised options is
determined by multiplying the number of options by the difference between
the exercise price and the closing price ($40.50) for the Class C
Non-Voting Common Stock on December 31, 2001.

Employment Agreements

The Corporation has entered into employment agreements (the "Agreements")
with the members of senior management ("officers"), including the named
executive officers, in order to provide them with a reasonable level of job
security, while limiting the Corporation's ultimate financial exposure.
Significant terms of the Agreements address each officer's scope of authority
and employment, base salary and incentive compensation (shown as "bonus" in the
Summary Compensation Table), benefits, conditions of employment, termination of
employment and the term of employment. Although the Agreements expire on dates
approximately three to four years from the present,(12) the Corporation's
exposure to severance pay and other costs of termination are capped on the basis
of the lesser of two years (eighteen months in the case of dissolution) or the
remaining term of the Agreement.

Under the Agreements, executive compensation includes base salary and
incentive compensation. Base compensation for all officers is paid bi-weekly
over the course of each year. Possible awards of incentive compensation are
considered annually at the end of the "business planning year" (June 1 to May
31) and are determined and payable under the circumstances discussed above in
"Compensation Committee Report on Executive Compensation."

The Agreements provide that each officer is entitled to certain benefits,
such as disability insurance, health, dental and vision insurance and life
insurance which are, in some cases, above the levels provided to employees
generally. See the Summary Compensation Table for information on other benefits
extended to the officers.

The Agreements also provide that an officer's employment may be terminated
"without cause" upon payment of severance pay consisting of all base salary
scheduled to be paid over the lesser of the remaining term of the Agreement or
two years. If the Board of Directors adopts a resolution authorizing a
dissolution of the Corporation, the Agreements also may be terminated upon
payment of severance pay consisting of all base salary scheduled to be paid
until the later of final dissolution or one and one-half years. An officer's
death or disability would permit termination on the same basis as "without
cause," but the Corporation's obligations in such instances are substantially
covered by insurance. The Agreements may be terminated by Farmer Mac for
"cause," as defined in the Agreements, in which event the officer will be paid
only accrued compensation to the date of termination.

12 The Agreements with each of the executive officers, except T.R. Clark,
expire June 1 of the following years: H.D. Edelman, 2006; N.E. Corsiglia,
J.G. Oslick and T.D. Stenson, 2005. Mr. Clark's contract expired on
December 31, 2001 and Mr. Clark retired as an employee of Farmer Mac on
that date.

Certain Relationships and Related Transactions

John Dan Raines is a member of the Board of Directors of AgFirst Farm
Credit Bank ("AgFirst"), a Farm Credit System institution with which Farmer Mac
and Fannie Mae have entered into a joint arrangement for the pooling of Rural
Housing Qualified Loans. Under the arrangement, AgFirst purchases eligible Rural
Housing Qualified Loans for pooling through the Farmer Mac I program and Farmer
Mac guaranteed securities issued in connection therewith are to be purchased by
Fannie Mae with a guarantee fee payable by AgFirst to Farmer Mac and Fannie Mae.
During 2001, Farmer Mac guaranteed securities having an aggregate principal
amount of approximately $223.9 million were issued under the arrangement among
AgFirst, Fannie Mae and Farmer Mac. AgFirst also acts as a central servicer and
contract underwriter for Farmer Mac in the Farmer Mac I program. During 2001,
AgFirst received approximately $99,700 in fees as a central servicer and $17,000
in fees as a contract underwriter.

Kenneth E. Graff is the President of Farm Credit West, ACA, which is the
successor to Central Coast Farm Credit. Central Coast Farm Credit acted as a
central servicer in the Farmer Mac I program. During 2001, Central Coast Farm
Credit received approximately $221,000 in servicing fees as a central servicer.

Peter T. Paul is a director of GreenPoint Financial Corp., an affiliate of
GreenPoint Mortgage, which acts as a central servicer in the Farmer Mac I
program. During 2001, GreenPoint Mortgage received approximately $30,750 in
servicing fees as central servicer.

From time to time, Farmer Mac purchases, or commits to purchase, Qualified
Loans under the Farmer Mac I program and Guaranteed Portions under the Farmer
Mac II program from institutions that own five percent or more of a class of
Voting Common Stock or that have an officer or director who is a director on the
Farmer Mac Board. These transactions are conducted in the ordinary course of
business, with terms and conditions comparable to those applicable to lenders
unaffiliated with Farmer Mac. In 2001, Farmer Mac purchased: (a) 206 Qualified
Loans having an aggregate principal amount of approximately $90.8 million from
Zions (Zions is the holder of approximately 32% of Farmer Mac's Class A Voting
Common Stock and W. David Hemingway, a Class A director, is Executive Vice
President of Zions and its holding company); and (b) one Qualified Loan having a
principal amount of approximately $185,000 from AgFirst (John Dan Raines, a
Class B director, is a member of the Board of Directors of AgFirst). In 2001,
Farmer Mac guaranteed: (a) through a long-term standby purchase commitment with
AgFirst, 1,404 Qualified Loans having an aggregate principal amount of
approximately $213.3 million; (b) through a long-term standby purchase
commitment with AgStar Farm Credit Services, two Qualified Loans having an
aggregate principal amount of approximately $94,700 (Paul A. DeBriyn, a Class B
director, is President and Chief Executive Officer of AgStar Farm Credit
Services); and (c) through a long-term standby purchase commitment with Central
Coast Farm Credit, 446 Qualified Loans having an aggregate principal amount of
approximately $349.4 million (Kenneth E. Graff, a Class B director, is the
President of Farm Credit West, the successor to Central Coast Farm Credit). The
principal amount of Guaranteed Portions that Farmer Mac purchased under the
Farmer Mac II program from director-affiliated institutions or five percent or
greater stockholders was approximately 10.6% of that program's volume in 2001.
During 2001, Farmer Mac (a) entered into Farmer Mac II transactions with Zions
involving Farmer Mac's purchase of Guaranteed Portions or the issuance of Farmer
Mac II guaranteed securities backed by Guaranteed Portions in an aggregate
principal amount of approximately $16.2 million (8.2% of the program's total);
and (b) purchased 26 Guaranteed Portions having an aggregate principal amount of
approximately $4.7 million (2.4% of the program's total) from Bath State Bank
(Dennis L. Brack, a Class A director, is the President and Chief Executive
Officer of Bath State Bank).

In addition to its participation as a seller of loans in the Farmer Mac
programs, Zions also acts as a dealer in Farmer Mac's discount and medium-term
note programs; is a counterparty to Farmer Mac on certain interest rate swap
transactions; and acts as a central servicer and contract underwriter for Farmer
Mac in the Farmer Mac I program. See "Compensation Committee Interlocks and
Insider Participation" for quantitative information concerning Zions'
contractual relationships with Farmer Mac.

Performance Graph

Farmer Mac has three classes of Common Stock: Class A and Class B Voting
Common Stock and Class C Non-Voting Common Stock (collectively, the "Common
Stock"). From January 1994 to June 1999, the Class A and Class C Common Stocks
traded on The Nasdaq Stock Market.13 Since June 1999, the Class A and Class C
Common Stocks have traded on the New York Stock Exchange.14 As a result of the
limited market for Class B Common Stock and the infrequency of trades therein,
the Class B Common Stock does not trade on any market or exchange nor is Farmer
Mac aware of any publicly available quotations or prices for Class B Common
Stock.

13 The Class A Voting Common Stock was traded on the Nasdaq SmallCap Market
tier of The Nasdaq Stock Market under the symbol FAMCA, and the Class C
Non-Voting Common Stock was traded on the Nasdaq National Market tier of
The Nasdaq Stock Market under the symbol FAMCK.

14 The Class A Voting Common Stock is traded under the symbol AGM.A, and the
Class C Non-Voting Common Stock is traded under the symbol AGM.

The following graph compares the performance of Farmer Mac's Class A
Voting and Class C Non-Voting Common Stock with the performance of the New York
Stock Exchange Composite Index ("NYSE Comp") and Standard & Poor's Financial
Index ("S&P Financial") over the period from December 31, 1996 to December 31,
2001. The graph assumes that $100 was invested on December 31, 1996 in each of:
Farmer Mac's Class A Stock; Farmer Mac's Class C Stock (as adjusted to reflect
the 3-for-1 stock split that became effective August 2, 1999); the NYSE Comp;
and the S&P Financial. The graph also assumes that all dividends were
reinvested.

Comparative Total Return
(Class A and Class C Stock vs. Indices)

AGM AGM.A S&P Financial NYSE Comp

1996 100 100 100 100
1997 198 64 145 130
1998 125 65 159 152
1999 194 60 163 166
2000 236 69 202 167
2001 408 109 180 152

Item No. 2: Selection of Independent Auditors

The By-Laws of the Corporation provide that the Audit Committee shall
select the Corporation's independent auditors "annually in advance of the Annual
Meeting of Stockholders and [that selection] shall be submitted for ratification
or rejection at such meeting." In addition, the Audit Committee reviews the
scope and results of the audits, the accounting principles being applied, and
the effectiveness of internal controls. The Audit Committee also ensures that
management fulfills its responsibilities in the preparation of the Corporation's
financial statements. During the fiscal year ending December 31, 2001, the Audit
Committee, which currently is composed of Messrs. DeBriyn (Chairman), Brack,
Junkins and Raines, met seven times, with Messrs. Brack and Raines having been
members of the Committee for four meetings.

In accordance with the By-Laws, the Audit Committee has unanimously
selected and recommended to the stockholders Deloitte & Touche LLP as the
Corporation's independent auditors for the fiscal year ending December 31, 2002.
This proposal is put before the stockholders as provided in the By-Laws and in
conformity with the current practice of seeking stockholder approval of the
selection of independent auditors. The ratification of the appointment of
Deloitte & Touche LLP as the Corporation's independent public accountants
requires the affirmative vote of a majority of the shares represented in person
or by proxy at the Meeting and entitled to be voted.

Deloitte & Touche LLP was selected to replace Arthur Andersen LLP as the
Corporation's independent auditors. Arthur Andersen LLP had acted as the
Corporation's independent auditors in connection with the Corporation's audited
financial statements for the fiscal years ended December 31, 1998 through 2001.
The decision to retain Deloitte & Touche LLP and not to rehire Arthur Andersen
LLP was recommended by the Audit Committee based upon proposals received from
four major accounting firms, including Arthur Andersen LLP, and was not based
upon any disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope of
procedure. Representatives of Deloitte & Touche LLP are expected to attend the
Meeting. They will have the opportunity to make a statement if they desire to do
so, and will be available to answer appropriate questions from stockholders
present at the Meeting.

The Board of Directors recommends a vote FOR the proposal to ratify the
selection of Deloitte & Touche LLP as independent auditors for the Federal
Agricultural Mortgage Corporation for 2002. Proxies solicited by the Board of
Directors will be so voted unless holders of the Corporation's Voting Common
Stock specify to the contrary on their proxies, or unless authority to vote is
withheld.

Audit Fees

Arthur Andersen LLP billed Farmer Mac an aggregate $94,700 for professional
services rendered for the audit of Farmer Mac's annual financial statements and
the reviews of the financial statements included in Farmer Mac's Forms 10-Q for
2001.

All Other Fees

Arthur Andersen LLP billed Farmer Mac an aggregate $83,950 for services in
2001 other than the audit and review fee referred to above. These services were
the outsourcing of Farmer Mac's internal audit and assistance with various
accounting matters, including tax, the implementation of Statement of Financial
Accounting Standards No. 133 and other technical issues.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires Farmer Mac's
officers and directors, and persons who beneficially own more than ten percent
of a registered class of Farmer Mac's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish Farmer Mac with copies of all Forms 3, 4 and 5 filed.

Based solely on Farmer Mac's review of its corporate records, which include
copies of forms it has received, and written representations from certain
reporting persons that they were not required to file a Form 5 for specified
fiscal years, Farmer Mac believes that all of its officers, directors and
greater than ten percent beneficial owners complied with all filing requirements
applicable to them for transactions during 2001. A Form 4 was not filed by Peter
T. Paul, a Director elected by Class A Stockholders, with respect to three
transactions that occurred in February 2000. Mr. Paul reported those
transactions, which involved the purchase of 10,000 shares of Farmer Mac Class C
Non-Voting Common Stock, on a Form 5 in February 2002.

Principal Holders of Voting Common Stock

It is believed that, as of the date of this Proxy Statement, the following
institutions are the beneficial owners of either 5% or more of the outstanding
shares of the related class of Voting Common Stock or 5% or more of the total
outstanding shares of Voting Common Stock.

Number Percent of Total Percent of Total
of Shares Voting Shares Shares Held
Name and Address Beneficially Owned Outstanding* By Class**
---------------- ------------------ ----------- --------

AgAmerica, FCB(15) 85,774 shares of Class B
Spokane, WA 99220 Voting Common Stock 5.62% 17.14%

AgFirst Farm Credit Bank(16) 84,024 shares of Class B
Columbia, SC 29202 Voting Common Stock 5.51% 16.79%

AgriBank, FCB 148,441 shares of Class B
St. Paul, MN 55101-1849 Voting Common Stock 9.73% 29.67%

CoBank 30,136 shares of Class B
Denver, CO 80217-5110 Voting Common Stock 1.97% 6.02%

Farm Credit Bank of Texas(17) 38,503 shares of Class B
Austin, TX 78761 Voting Common Stock 2.52% 7.70%

Farm Credit Bank of Wichita 45,223 shares of Class B
Wichita, KS 67201 Voting Common Stock 2.96% 9.04%

Western Farm Credit Bank 55,250 shares of Class B
Sacramento, CA 95813 Voting Common Stock 3.62% 11.04%

Zions First National Bank(18) 322,100 shares of Class A
Salt Lake City, UT 84111 Voting CommonStock 21.04% 31.25%

* The percentage is determined by dividing the number of shares of Class A or
Class B Voting Common Stock owned by the total of the number of shares of
Class A and Class B Voting Common Stock outstanding.
** The percentage is determined by dividing the number of shares of the class
of Voting Common Stock owned by the number of shares of that class of
Voting Common Stock outstanding.
15 John G. Nelson III, currently a member of the Board of Directors and a
Class B Nominee, is a member of the Board of Directors of AgAmerica, FCB.
16 John Dan Raines, currently a member of the Board of Directors and a Class B
Nominee, is a member of the Board of Directors of AgFirst Farm Credit Bank.
17 James A. McCarthy, currently a member of the Board of Directors and a Class
B Nominee, is a member of the Board of Directors of the Farm Credit Bank of
Texas.
18 W. David Hemingway, currently a member of the Board of Directors and a
Class A Nominee, is Executive Vice President of Zions First National Bank.

Solicitation of Proxies

The Corporation will pay the cost of the Meeting and the costs of
soliciting proxies, including the cost of mailing the proxy material. The
Corporation has retained Georgeson Shareholders Communications Inc. to act as
the Corporation's proxy solicitation firm for a fee of approximately $5,000. In
addition to solicitation by mail, employees of Georgeson Shareholders
Communications Inc. may solicit proxies by telephone, electronic mail, telegram
or personal interview. Brokerage houses, nominees, fiduciaries and other
custodians will be requested to forward solicitation material to the beneficial
owners for shares held of record by them, and will be reimbursed for their
expenses by the Corporation.

Other Matters

The enclosed proxy confers on the Proxy Committee discretionary authority
to vote the shares represented thereby in accordance with the members' best
judgment with respect to all matters that may be brought before the Meeting or
any adjournment or postponement thereof, in addition to the scheduled items of
business, and matters incident to the Meeting. The Board of Directors does not
know of any other matter that may properly be presented for action at the
Meeting. If any other matters should properly come before the Meeting or any
adjournment or postponement thereof, the persons named in the accompanying proxy
intend to vote such proxy in accord with their best judgment.

Upon written request, Farmer Mac will furnish, without charge, to each
person whose proxy is being solicited a copy of its Annual Report on Form 10-K
for the fiscal year ended December 31, 2001, as filed with the SEC. Written
requests should be directed to Jerome G. Oslick, Corporate Secretary, Federal
Agricultural Mortgage Corporation, 1133 Twenty-First Street, N.W., Suite 600,
Washington, D.C. 20036.

_____________________________

The giving of your proxy will not affect your right to vote your shares
personally if you do attend the Meeting. In any event, it is important that you
complete, sign and return the enclosed proxy card promptly to ensure that your
shares are voted.

By order of the
Board of Directors,

/s/ Jerome G. Oslick
--------------------
Jerome G. Oslick
Corporate Secretary

April 19, 2002
Washington, D.C.

Appendix A

FARMER MAC
AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of Farmer Mac, (2) the compliance
by Farmer Mac with legal and regulatory requirements and (3) the independence
and performance of Farmer Mac's internal and external auditors.

The members of the Audit Committee shall meet the independence and experience
requirements of the New York Stock Exchange.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

2. Meet four times per year or more frequently as circumstances require.

3. Review with the independent auditor and the internal auditor the
coordination of audit efforts to assure completeness of coverage, reduction
of redundant efforts, and the effective use of audit resources.

4. Inquire of management, the independent auditor and the internal auditor
about significant exposures and assess the steps management has taken to
minimize such risks.

5. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
the Corporation's financial statements.

6. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Corporation's financial statements and review
major changes to the Corporation's auditing and accounting principles and
practices as suggested by the independent auditor, internal auditors or
management.

7. (a) Receive from the independent accountants, prior to the public
accountants' report on the published financial statements, a special report
which shall, among other things, point out and describe each material item
affecting the financial statements of the Corporation which might in the
opinion of the independent public accountants receive, under generally
accepted accounting principles, treatment varying from that proposed for
such statements; (b) decide, in the Committee's discretion, upon the
treatment to be accorded such items; (c) take such other action in respect
of the special report as the Committee may deem appropriate; and (d)
transmit to the Compensation Committee a copy of the special report,
together with the Audit Committee's decision.

8. Select and engage, subject to ratification by the stockholders of Farmer
Mac, the independent auditor, which firm is ultimately accountable to the
Audit Committee and the Board.

9. Review the independent auditor's proposal letter, review the planning of
the audit and approve the fees to be paid to the independent auditor. At
least every 3 years, the Committee shall consider the rotation of
independent auditors.

10. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the auditor.

11. Evaluate together with the Board the performance of the independent auditor
and, if so determined by the Audit Committee, recommend that the Board
replace the independent auditor.

12. Review the appointment and/or replacement of the internal auditor.

13. Review the significant reports to management prepared by the internal
auditor and management's responses.

14. Obtain from the independent auditor assurance of compliance with Section
10A of the Securities Exchange Act of 1934.

15. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.

16. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Corporation's response to that letter. Such review should
include:

a. Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

b. Any changes required in the planned scope of the internal audit.

c. The responsibilities and budget for the internal audit.

17. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Corporation's annual proxy statement.

18. Review with the Corporation's General Counsel legal matters that may have a
material impact on the financial statements, the Corporation's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.

19. Meet at least annually with senior financial management and the independent
auditor in separate executive sessions.

20. Prepare a letter for inclusion in the proxy statement that describes the
committee's composition and responsibilities, and how they were discharged.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Corporation's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws.

Appendix B

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 6, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Henry D. Edelman, Jerome G. Oslick, and
Timothy L. Buzby, and any of them, as Proxies for the undersigned and to vote
all of the shares of the Class B Voting Common Stock of the FEDERAL AGRICULTURAL
MORTGAGE CORPORATION (the "Corporation") that the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Coporation to be held on June
6, 2002, and any and all adjournments thereof.

The Board of Directors unanimously recommends a vote FOR the proposals.

In their discretion, the Proxies are authorized to vote on such other matters
as may properly come before the meeting. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS and, when properly executed, will be voted as instructed
herein. If no instructions are given, this proxy will be voted FOR proposals 1
and 2.

PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this sighnature should
be that of an authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED:
____________________________
____________________________
____________________________

PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE [ X ]

For all nominees
(except as marked to
the contrary below). WITHHOLD
1. Election of [ ] [ ]
Directors:

NOTE:If you do not wish your shares voted "For" a particular nominee, mark the
"For all nominees" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).

Nominees:
Paul A. DeBriyn, Kenneth E. Graff, James A. McCarthy,
John G. Nelson III, and John Dan Raines.

2. Proposal to approve the appointment of Deloitte & Touche LLP as independent
auditors for the Corporation for the fiscal year ending December 31, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Mark box at right if an address change has
been noted on the reverse side of this card. [ ]

Stockholder sign here__________________ Co-owner sign here________________
Date ________________

NOTE: Please be sure to sign and date this Proxy

Appendix C

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 6, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Henry D. Edelman, Jerome G. Oslick, and
Timothy L. Buzby, and any of them, as Proxies for the undersigned and to vote
all of the shares of the Class A Voting Common Stock of the FEDERAL AGRICULTURAL
MORTGAGE CORPORATION (the "Corporation") that the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Coporation to be held on June
6, 2002, and any and all adjournments thereof.

The Board of Directors unanimously recommends a vote FOR the proposals.

PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED:
____________________________
____________________________
____________________________

PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE [ X ]

For all nominees
(except as marked to
the contrary below). WITHHOLD
1. Election of [ ] [ ]
Directors:

Nominees:
Dennis L. Brack, W. David Hemingway, Mitchell A. Johnson
Charles E. Kruse, and Peter T. Paul

2. Proposal to approve the appointment of Deloitte & Touche LLP as independent
auditors for the Corporation for the fiscal year ending December 31, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Mark box at right if an address change has
been noted on the reverse side of this card. [ ]

Stockholder sign here__________________ Co-owner sign here________________
Date ________________

NOTE: Please be sure to sign and date this Proxy