Edgar Filing: FEDERAL AGRICULTURAL MORTGAGE CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant |X| Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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FEDERAL AGRICULTURAL MORTGAGE CORPORATION

[FARMER MAC LOGO]

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

TO HOLDERS OF FARMER MAC
VOTING COMMON STOCK

April 28, 2005

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 2005
Annual Meeting of Stockholders of the Corporation to be held on Thursday, June
16, 2005, at 9:00 a.m. local time at the Embassy Suites Hotel, 1250
Twenty-Second Street, N.W., Washington, D.C. 20037. The Notice of Annual Meeting
and Proxy Statement accompanying this letter describe the business to be
transacted at the meeting.

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 2004 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/ Fred L. Dailey
---------------------
Fred L. Dailey
Chairman of the Board

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

[FARMER MAC LOGO]

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

TO HOLDERS OF FARMER MAC
NON-VOTING COMMON STOCK

April 28, 2005

Dear Farmer Mac Stockholder:

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/ Fred L. Dailey
---------------------
Fred L. Dailey
Chairman of the Board

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
_______________

NOTICE OF ANNUAL MEETING
April 28, 2005

Notice is hereby given that the 2005 Annual Meeting of Stockholders of the
Federal Agricultural Mortgage Corporation ("Farmer Mac" or the "Corporation")
will be held on Thursday, June 16, 2005, 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:

o to elect ten directors, five of whom will be elected by holders of
Class A Voting Common Stock and five of whom will be elected by
holders of Class B Voting Common Stock, to serve until the next annual
meeting of stockholders and until their respective successors are
elected and qualified;
o to ratify the selection by the Audit Committee of Deloitte & Touche
LLP as the Corporation's independent auditors for fiscal year 2004;
o to consider a stockholder proposal relating to Class A Voting Common
Stock; and
o to consider and act upon any other business that may properly be
brought before the meeting or any adjournment or postponement of the
meeting. 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 18, 2005 are
entitled to notice of and to vote at the meeting and any adjournment(s) of the
meeting.

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 on the card
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
Record Date..................................................................2
Voting.......................................................................2
Proxy Procedure..............................................................2
Stockholder Proposals........................................................3
Stockholder Communications with the Board....................................4
Board of Directors Meetings and Committees...................................4
Item No. 1: Election of Directors...........................................5
Information about Nominees for Director......................................7
Class A Nominees.......................................................7
Class B Nominees.......................................................8
Directors Appointed by the President of the United States..............9
Stock Ownership of Directors and Executive Officers.........................11
Director Independence.......................................................12
Report of the Audit Committee...............................................12
Executive Officers..........................................................14
Compensation of Directors and Executive Officers............................15
-- Compensation of Directors................................................16
-- Compensation of Executive Officers.......................................16
General...............................................................16
Compensation Committee Report on Executive Compensation...............17
Compensation Committee Interlocks and Insider Participation...........20
Summary Compensation Table............................................21
Option Grants During 2004.............................................21
Option Exercises and Year End Value...................................22
Equity Compensation Plans.............................................23
Employment Agreements with Executive Officers.........................24
Certain Relationships and Related Transactions........................25
Performance Graph.....................................................28
Item No. 2: Selection of Independent Auditors..............................30
Audit Fees......................................................30
Audit-Related Fees..............................................30
Tax Fees........................................................31
All Other Fees..................................................31
Audit Committee Pre-Approval Policies...........................31
Item No. 3: Stockholder Proposal Regarding Farmer Mac's Class A Voting
Common Stock..................................................31
Farmer Mac Recommendation.......................................32
Section 16(a) Beneficial Ownership Reporting Compliance.....................32
Principal Holders of Voting Common Stock....................................33
Solicitation of Proxies.....................................................34
Other Matters...............................................................34
Appendix A - Audit Committee Charter.......................................A-1
Appendix B - Proxy Card for Class A Voting Common Stock
Appendix C - Proxy Card for Class B Voting Common Stock

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

[FARMER MAC LOGO]

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 16, 2005

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 Corporation is not soliciting proxies from the
holders of its Class C Non-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 16, 2005, 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 of the Meeting. The Notice of Annual Meeting, this Proxy
Statement and the enclosed proxy card are being mailed to stockholders on or
about April 28, 2005.

The Board of Directors of the Corporation (the "Board of Directors" or
"Board") will present for a vote at the Meeting the election of ten members to
the Board and the ratification of the appointment of Deloitte &Touche LLP as
independent auditors for the Corporation for fiscal year 2005. 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 the Corporation's 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 the
Corporation's 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. None of Farmer Mac's directors is or has
been an officer or employee of the Corporation. Currently, fourteen of Farmer
Mac's fifteen directors are "independent," as defined in Farmer Mac's Corporate
Governance Guidelines and New York Stock Exchange ("NYSE") listing standards.
After the Meeting, assuming all of the nominees for director are elected, all of
Farmer Mac's fifteen directors will be independent. See "Director Independence"
for more information regarding the Board's independence determinations.

Record Date

The Board of Directors has fixed April 18, 2005 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."

Voting

The holders of Farmer Mac's 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. Thus, 765,541 shares of Voting Common Stock must be
represented by stockholders present at the Meeting or by proxy to have a quorum.

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, with the
votes being cast evenly among each of the 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, with the
votes being cast evenly among each of the 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.

Any stockholder who gives a proxy may revoke it at any time before it is
voted by notifying the Corporate Secretary 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, Corporate Secretary, Federal Agricultural Mortgage Corporation, 1133
Twenty-First Street, N.W., Suite 600, Washington, D.C. 20036.

The Proxy Committee, composed of three officers of the Corporation, Henry
D. Edelman, Timothy L. Buzby and Jerome 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.

Stockholder 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 eligible holders of Voting Common Stock.

Proposals of stockholders to be presented at the 2005 Annual Meeting of
Stockholders were required to be received by the Corporate Secretary before
December 17, 2004 for inclusion in this Proxy Statement and the accompanying
proxy. Other than the election of ten members to the Board of Directors, the
ratification of the appointment of Deloitte & Touche LLP as independent auditors
for the Corporation for fiscal year 2005 and the stockholder proposal regarding
Class A Voting Common Stock, the Board of Directors knows of no other matters to
be presented for action at the Meeting. If any other matters are to 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 2006 Annual Meeting of Stockholders, the Corporate Secretary must
receive the proposal before December 22, 2005 to be eligible for inclusion in
the 2006 Proxy Statement. In addition, if any stockholder notifies the
Corporation after March 2, 2006 of an intent to present a proposal at the
Corporation's 2006 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.

Stockholder Communications with the Board

Stockholders may send communications directly to members of the Board of
Directors by writing to them at Federal Agricultural Mortgage Corporation, 1133
Twenty-First Street, N.W., Suite 600, Washington, D.C. 20036.

Board of Directors Meetings and Committees

In 2004, the Board of Directors held a total of eleven meetings and
committees of the Board held a total of sixty-three meetings. Each member of the
Board attended 75 percent or more of the aggregate number of meetings of the
Board of Directors and of the committees on which he or she served during 2004.
All members of the Board of Directors are expected to attend the Annual Meeting
of Stockholders, which is held in conjunction with a regularly scheduled meeting
of the Board of Directors. Fourteen of the fifteen members of the Board of
Directors attended the 2004 Annual Meeting of Stockholders.

The Board has established a number of standing committees to assist it in
the performance of its responsibilities. The committees currently consist of the
following: Audit Committee, Compensation Committee, Corporate Governance
Committee, Credit Committee, Finance Committee, Marketing 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. The Audit Committee and the Compensation Committee met fifteen times and
six times, respectively, during the fiscal year ended December 31, 2004. The
Corporate Governance Committee, which selected nominees for election to the
Board of Directors, approved corporate governance policies for the Corporation,
set agendas for the meetings of the Board of Directors and was able to exercise
certain powers of the Board of Directors during the intervals between meetings
of the Board, met fifteen times during the fiscal year ended December 31, 2004.
The Credit Committee Committee, which is responsible for reviewing and approving
all policy matters relating to changes to the Corporation's Seller/Servicer
Guide and making recommendations to the Board of Directors on agricultural
credit matters, met four times during the fiscal year ended December 31, 2004.
The Finance Committee, which is responsible for determining the financial
policies of the Corporation and managing the Corporation's financial affairs,
met eight times during the fiscal year ended December 31, 2004. The Marketing
Committee, which is responsible for the development and monitoring of the
Corporation's programs and marketing plan, met four times during the fiscal year
ended December 31, 2004. Prior to August 2004, the functions of both the Credit
Committee and the Marketing Committee had been delegated to the Program
Development Committee, which met three times during the fiscal year ended
December 31, 2004. The Public Policy Committee, which considers matters of
public policy referred to it by the Board of Directors such as the Corporation's
relationship with and policies regarding borrowers, Congress and governmental
agencies and conflicts of interest, met eight times during the fiscal year ended
December 31, 2004. 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
Corporate Governance Committee, the Compensation Committee and the Audit
Committee, respectively.

Item No. 1: Election of Directors

At the Meeting, ten directors will be elected for one-year terms. 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 four of the
Class B nominees currently are members of the Board of Directors. Kenneth E.
Graff, a current member of the Board elected by Class B holders, declined to
stand for re-election to the Board. Mr. Graff's decision not to stand for
re-election did not relate to any disagreement with Farmer Mac on any matter
relating to the Corporation's operations, policies or practices. The directors
elected by the Class A Holders and the Class B Holders will hold office until
the Corporation's 2006 Annual Meeting of Stockholders, 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 11, 2005 and June 16, 2005 and the ten members who are
elected by the holders of Farmer Mac's Voting Common Stock.

In order to facilitate the selection of director nominees, the Board of
Directors utilizes a Corporate Governance Committee that consists of the
Chairman of the Board, the Vice Chairman of the Board and two additional members
each from the Class A directors and Class B directors, resulting in a committee
composed of two directors from each of the Board's three constituent groups. The
current members of the Corporate Governance Committee are: Appointed Members
Messrs. Dailey and Junkins; Class A directors Messrs. Kenny and Kruse; and Class
B directors Messrs. DeBriyn and Raines. As described in more detail in "Director
Independence," fourteen of the fifteen members of the Board of Directors, and
all members of the Audit, Compensation and Corporate Governance Committees, are
"independent," as defined in Farmer Mac's Corporate Governance Guidelines,
federal securities laws and NYSE listing standards. The charter of the Corporate
Governance Committee and Farmer Mac's Corporate Governance Guidelines are
available on Farmer Mac's website, www.farmermac.com, in the "Corporate
Governance" tab in the "Investors" section.

The Board has adopted a policy statement on directors that expresses the
general principles that should govern director selection and conduct, which the
Corporate Governance Committee uses in identifying and evaluating potential
candidates for director. The Corporate Governance Committee reviews, on an
annual basis, the appropriate skills and characteristics required of Board
members in the context of the perceived needs of the Board at that point in
time. The Committee strives to identify and retain as members of the Board
individuals who have the qualities, business background and experience that will
enable them to contribute significantly to the development of Farmer Mac's
business and its future success. The Board has determined that its elected
members should be comprised of individuals with a variety of business
backgrounds and experiences who are deemed to have a broad perspective and good
record of accomplishment either as senior members of agricultural business
management, as agricultural or commercial lenders, as accountants or auditors,
or as entrepreneurs. The Board has also determined that it is desirable to have
qualified women and minority representation on the Board. In selecting nominees
for director, the Corporate Governance Committee also considers an individual's
character, judgment, fairness and overall ability to serve Farmer Mac. Thus, in
addition to considering the current needs of the Board and the quality of an
individual's professional background and experience, the Corporate Governance
Committee seeks individuals who:

o have integrity, independence, and an inquiring mind; an ability
to work with others; good judgment; intellectual competence; and
motivation;

o have the willingness and ability to represent all stockholders'
interests, and not just the particular constituency that elected
the director to serve on the Board;

o have an awareness of and a sensitivity to the public purpose of
Farmer Mac and a sense of responsibility to Farmer Mac's intended
beneficiaries;

o are willing to commit the necessary time and energy to prepare
for and attend Board and committee meetings; and

o are willing and have the ability to advance their views and
opinions in a forthright manner, but, upon the conclusion of
deliberations, to act in the best interests of Farmer Mac, and,
once a decision is reached by a majority, to support the
decision.

The Corporate Governance Committee met fifteen times during the fiscal year
ended December 31, 2004. The 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 Corporate
Governance 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. One of the ten
Nominees, Ernest M. Hodges, is not a current member of the Board standing for
re-election. Mr. Hodges was recommended to the Corporate Governance Committee by
a non-management director. No fees were paid to any director search firms or
other third parties to assist in identifying and evaluating the Nominees.

In identifying potential candidates for the Board, the Corporate Governance
Committee considers suggestions from Board members, management, stockholders and
others. From time to time, the Committee may retain a search firm to assist in
identifying potential candidates and gathering information about the background
and experience of such candidates. The Committee will consider all proposed
nominees, including stockholder nominees, in light of the qualifications
discussed above and the assessed needs of the Board at the time. For the 2006
Annual Meeting of Stockholders, the Corporate Governance Committee will consider
nominees recommended by holders of Farmer Mac's Voting Common Stock, who may
submit recommendations by letter to the Corporate Secretary of Farmer Mac by
January 31, 2005.

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 or her current
position for the past five years unless otherwise noted.

Class A Nominees

Dennis L. Brack, 52, has been a member of the Board of Directors of the
Corporation since June 7, 2001 and serves as chairman of the Compensation
Committee and as a member of the Credit 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 Foundation
Investment Committee since 1999 and was a member of the Union County, Indiana
Community board of directors in 2003 and 2004. He has recently worked on the
steering committees for Comprehensive Plan Development in both Franklin and
Union Counties, Indiana. He was also a director of the Indiana Bankers
Association from 1994 to 1996 and previously served a three-year term on the
Purdue University Dean's Advisory Council.

Dennis A. Everson, 54, has been a member of the Board of Directors of the
Corporation since June 3, 2004, and is a member of the Finance Committee and the
Marketing Committee. Mr. Everson has been President and Manager of the First
Dakota National Bank Agri-business Division since 2002. From 1984 until 2002, he
was Vice President and Manager of the First Dakota National Bank Agri-business
Division. From 2000 until 2002, Mr. Everson was a member of the Federal Home
Loan Bank Committee of the American Bankers Association. During 1998, he served
as Chairman of the Agricultural & Rural Bankers Committee of the American
Bankers Association.

Mitchell A. Johnson, 63, has been a member of the Board of Directors of the
Corporation since June 12, 1997 and is a member of the Compensation Committee
and the Finance 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 the
Advisors' Inner Circle Funds, the Advisors' Inner Circle Funds II, the MDL Funds
and Expedition Funds. 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 has been
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. Mr. Johnson 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.

Timothy F. Kenny, 43, has been a member of the Board of Directors of the
Corporation since June 3, 2004 and serves as a member of the Audit Committee and
the Corporate Governance Committee. He is a Certified Public Accountant and
Managing Director with BearingPoint, Inc. (formerly KPMG Consulting, Inc.) in
McLean, Virginia. He joined KPMG LLP, the predecessor organization to KPMG
Consulting, in 1986 and held that position until the separation of KPMG
Consulting from KPMG LLP in February 2001. While with KPMG LLP, Mr. Kenny served
as a technical resource for the firm's partners and managers nationwide on
mortgage banking issues, including financial accounting and reporting; auditing;
and operational, strategic, and regulatory matters. Currently, Mr. Kenny directs
a team of financial professionals on consulting projects with various federal
credit agencies. Mr. Kenny previously served on the Board of Directors of the
Mortgage Bankers Association of Metropolitan Washington.

Charles E. Kruse, 60, has been a member of the Board of Directors of the
Corporation since June 7, 2001 and serves as chairman of the Marketing Committee
and is a member of the Corporate Governance 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.

Class B Nominees

Ralph W. "Buddy" Cortese, 58, has been a member of the Board of Directors of the
Corporation since June 5, 2003 and is a member of the Compensation Committee and
the Credit Committee. He is a farmer, rancher and cattle feeder from Fort
Sumner, New Mexico. Mr. Cortese has been a member of the board of directors of
the Farm Credit Bank of Texas since 1995. As a member of that board of
directors, he served as vice chairman from 1998 to 2000 and has served as
chairman since 2000. Previously, Mr. Cortese was the chairman of the board of
directors of the Production Credit Association of Eastern New Mexico (now Ag New
Mexico, ACA) from 1992 to 1994, a member of the PCA Stockholders' Advisory
Committee from 1990 to 1994 and a member of the executive committee of the Tenth
District Federation of PCAs from 1991 to 1994. He has also been a member of the
American Land Foundation Board since 2001.

Paul A. DeBriyn, 50, has been a member of the Board of Directors of the
Corporation since June 1, 2000. He is a member of the Corporate Governance
Committee and serves as chairman of the Audit Committee. Mr. DeBriyn has served
as President and Chief Executive Officer of AgStar Financial Services, ACA (and
its predecessor, Farm Credit Services of Southern Minnesota) 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.

Ernest M. Hodges, 57, has served as President and Chief Executive Officer of
Sacramento Valley Farm Credit, ACA, in Woodland California since 1993. Mr.
Hodges was Chief Credit Officer of Sacramento Valley Farm Credit from 1991 to
1993 and served as an Examiner with the United States Office of the Controller
of the Currency in 1991. Mr. Hodges served in executive management positions
with the Western Farm Credit Bank from 1982 to 1990, most recently as Senior
Vice President.

John G. Nelson III, 55, has been a member of the Board of Directors of the
Corporation since June 13, 1996. He is a member of the Compensation Committee
and the Marketing Committee and serves as chairman of the Finance Committee. Mr.
Nelson is the owner and manager of a grain farm in Reardan, Washington. He
served as a director of AgAmerica, FCB, Spokane, Washington from 1994 through
2002. Mr. Nelson also has served as a director of Northwest Farm Credit
Services, ACA, and its predecessor PCA. He is a member of the Farm Bureau, the
Washington Wheat Growers and Northwest Farm Credit Services, ACA, as well as
several other agricultural organizations. Mr. Nelson was recently hired by
Washington State University Extension as Trade Adjustment Assistance Coordinator
for the Western Center for Risk Management Education.

John Dan Raines, 61, has been a member of the Board of Directors of the
Corporation since June 18, 1992 and is a member of the Audit Committee and the
Corporate Governance Committee. He is the owner and operator of Raines
Commercial Group, Inc., a general business corporation. 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

Julia Bartling, 46, has been a member of the Board of Directors of the
Corporation since June 5, 2003 and is a member of the Audit Committee and the
Public Policy Committee. Her appointment to the Board was confirmed by the
United States Senate on June 3, 2003. Ms. Bartling has been an elected member of
the South Dakota House since January 1, 2001. She also served as Auditor of
Gregory County, South Dakota from 1983 through 2000. Ms. Bartling, along with
her spouse, have owned and operated Bartling Feed, Grain & Trucking since 1977.

Fred L. Dailey, 59, has been a member of the Board of Directors of the
Corporation and has served as its Chairman since August 16, 2002. He also serves
as chairman of the Corporate Governance 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 July 29, 2002. Mr. Dailey has
served as the Director of the Ohio Department of Agriculture since 1991. Prior
to that time, he was the executive vice president of the Ohio Beef Council and
executive secretary of the Ohio Cattlemen's Association from 1982 to 1991 and
served as the Director of the Indiana Division of Agriculture from 1975 to 1981.
Mr. Dailey is past President of the National Association of State Departments of
Agriculture and has received the FFA Honorary State Farmer degree from both Ohio
and Indiana. In 1998, he received the national "Outstanding State Agriculture
Executive" award presented by the Biotechnology Industry Organization and was
named "Man of the Year" by Progressive Farmer magazine in 1999. Mr. Dailey
resides on a working farm in Ohio where he raises Angus cattle.

Grace T. Daniel, 59, has been a member of the Board of Directors of the
Corporation since August 17, 2002 and serves as chair of the Public Policy
Committee and a member of the Marketing Committee. Her appointment to the Board
was confirmed by the United States Senate on July 29, 2002. Ms. Daniel is the
Principal of Golden State Marketing Services, a consulting firm that she founded
in 1987 and that provides marketing services for corporations and government
agencies. Ms. Daniel served on the California Agricultural Labor Relations Board
from 1997 to 1999. She also served as the California Governor's Chief Deputy
Appointments Secretary from 1994 to 1997 and as Executive Director at the
California Trade and Commerce Agency Office of Small Business from 1991 to 1994,
where she was responsible for the State's loan guarantee program. In 2004, Ms.
Daniel was appointed as Deputy Director of California Parks and Recreation by
Governor Schwarzenegger.

Lowell L. Junkins, 61, has been a member of the Board of Directors of the
Corporation since June 13, 1996 and Vice Chairman of the Board since December 5,
2002. He serves as a member of the Corporate Governance Committee, the Finance
Committee and the Public Policy 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 and was reconfirmed by the Senate on
June 3, 2003. 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.

Glen O. Klippenstein, 67, has been a member of the Board of Directors of the
Corporation since June 5, 2003 and is a member of the Credit Committee and the
Public Policy Committee. His appointment to the Board was confirmed by the
United States Senate on June 3, 2003. Mr. Klippenstein has served as the Chief
Executive Officer of the American Chianina Association since November 8, 2000.
Prior to 2000, he operated his family farm, engaged in cattle production.

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 18, 2005, the members of the Board of
Directors, Nominees for election as directors and executive officers of the
Corporation listed in the table below might be deemed to be "beneficial owners"
of the indicated number 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 banks, insurance companies and financial
institutions and Farm Credit System institutions, and may not be held by
individuals. Accordingly, 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, directly or indirectly, own Voting
Common Stock of the Corporation. There are no ownership restrictions on the
Class C Non-Voting Common Stock. For information about the beneficial owners of
5 percent 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 or Percent Percent
Class B of Class Class C of Class
---------- -------- ------- --------

Julia Bartling ------ ------ 8,000 *
Dennis L. Brack ------ ------ 19,224 *
Timothy L. Buzby ------ ------ 49,095 *
Nancy E. Corsiglia ------ ------ 277,597 2.8%
Ralph W. Cortese ------ ------ 8,474 *
Fred L. Dailey ------ ------ 8,000 *
Grace T. Daniel ------ ------ 8,233 *
Paul A. DeBriyn ------ ------ 22,179 *
Henry D. Edelman ------ ------ 688,570 6.8%
Dennis A. Everson ------ ------ 2,171 *
Kenneth E. Graff (2) ------ ------ ------ *
Ernest M. Hodges ------ ------ ------ *
Mitchell A. Johnson ------ ------ 26,804 *
Lowell L. Junkins ------ ------ 17,999 *
Timothy F. Kenny ------ ------ 2,492
Glen O. Klippenstein ------ ------ 8,350 *
Charles E. Kruse ------ ------ 19,783 *
Michael P. Morris ------ ------ 7,226 *
John G. Nelson III ------ ------ 21,409 *
Jerome G. Oslick ------ ------ 70,893 *
John Dan Raines ------ ------ 18,187 *
Tom D. Stenson ------ ------ 148,733 1.5%
All directors and ------ ------ 1,433,419 14.23%
executive officers as a group (21 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, 671,629 shares; Mr. Buzby, 49,095 shares; Ms. Corsiglia, 268,156
shares; Mr. Morris, 7,226 shares; Mr. Oslick, 66,643 shares; and Mr.
Stenson, 132,607 shares; each of Ms. Bartling, Ms. Daniel and Messrs.
Cortese, Dailey and Klippenstein, 8,000 shares; Mr. Nelson, 21,000 shares;
Mr. DeBriyn, 21,200 shares; Mr. Johnson, 23,000 shares; each of Messrs.
Brack, Kruse and Raines, 18,000 shares; Mr. Junkins, 17,999 shares; each of
Messrs. Everson and Kenny, 2,000 shares; and all directors and executive
officers as a group, 1,195,356 shares.
(2) Not a nominee for re-election.

Director Independence

The Board of Directors has adopted a formal set of categorical standards to
form the basis for determinations of director independence required by NYSE
rules. To be considered "independent" for purposes of these standards, the Board
must affirmatively determine that a director does not have a material
relationship with Farmer Mac other than as a director. The standards, which are
included in Farmer Mac's Corporate Governance Guidelines available on the
Corporation's website, www.farmermac.com, under the "Corporate Governance" tab
of the "Investors" section, meet all requirements for director independence
contained in SEC and NYSE rules. In applying the standards, the Board broadly
considers all relevant facts and circumstances.

In March 2005, the Board considered all direct and indirect transactions
and relationships between each director and the Corporation and its management.
As a result of its review, the Board affirmatively determined that each of
Farmer Mac's current directors, other than Mr. Graff, meets the director
independence standards referred to above and, therefore, is independent. Mr.
Graff, who is not a nominee for re-election, was determined to have a material
relationship with Farmer Mac by virtue of his position as President of Farm
Credit West, ACA. The Board has also determined that Mr. Hodges, the only
Nominee who is not a current member of the Board, does not meet the criteria for
director independence. Mr. Hodges was determined to have a material relationship
with Farmer Mac by virtue of Farmer Mac's receipt of approximately $829,785 in
commitment fees in 2004 from Sacramento Valley Farm Credit, ACA, of which Mr.
Hodges is the President. That amount was approximately 2.7 percent of Sacramento
Valley Farm Credit, ACA's consolidated gross revenues for 2004, which was
approximately $31.0 million. See "Compensation of Directors and Executive
Officers--Compensation of Executive Officers--Certain Relationships and Related
Transactions."

Report of the Audit Committee

The following report of the Audit Committee shall not be deemed to be
"soliciting material," or to be "filed" with the SEC, and will not be deemed to
be incorporated by reference into any filing by the Corporation under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that the Corporation specifically requests that such information be
treated as soliciting material or specifically incorporates the report by
reference into a document.

The Audit Committee reviewed and recommended reaffirmation of the Audit
Committee Charter, which reaffirmation was approved by the full Board on
February 3, 2005. The complete text of the charter, which reflects standards set
forth in SEC regulations and NYSE listing standards, is available on the
Corporation's website, www.farmermac.com, under the "Corporate Governance" tab
of the "Investors" section and is also attached to this Proxy Statement as
Appendix A. The Audit Committee and the Board reviews and approves changes to
the Audit Committee Charter annually. The Board of Directors has determined
that: (1) all the directors who serve on the Audit Committee are "independent,"
as defined in Farmer Mac's Corporate Governance Guidelines, SEC rules and NYSE
listing standards; and (2) Timothy F. Kenny, a member of the Audit Committee, is
an "audit committee financial expert," as defined in SEC rules.

Audit Committee Report for the Year Ended December 31, 2004

To Our Stockholders:

Management is primarily responsible for establishing and maintaining the
financial public reporting process, including the system of internal accounting
controls, and for the preparation of Farmer Mac's consolidated financial
statements in accordance with generally accepted accounting principles in the
U.S. The Audit Committee, on behalf of the Board, monitors Farmer Mac's
financial reporting processes and systems of internal accounting control, the
independence and performance of the independent auditors and the performance of
the internal audit function. The Corporation's independent auditors are
responsible for auditing those financial statements and expressing an opinion as
to their conformity with generally accepted accounting principles and on
management's assessment of the effectiveness of the Corporation's internal
control over financial reporting. In addition, the independent auditors will
express their own opinion on the effectiveness of Farmer Mac's internal control
over financial reporting.

Management has represented to the Audit Committee that Farmer Mac's audited
consolidated financial statements were prepared in accordance with generally
accepted accounting principles in the U.S. The Audit Committee reviewed and
discussed Farmer Mac's audited consolidated financial statements with both
management and the Corporation's independent auditors prior to their issuance.
The Audit Committee has discussed with the independent auditors their evaluation
of the accounting principles, practices and judgments applied by management, and
the Audit Committee has discussed any items required to be communicated to it by
the independent auditors pursuant to rules and regulations promulgated by the
Securities and Exchange Commission and the Public Company Oversight Board and
the standards established by the American Institute of Certified Public
Accountants, including 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 Deloitte & Touche 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. The Audit Committee has reviewed and
pre-approved the audit fees of the independent auditors. It also has approved
non-audit services and reviewed fees for such services to assure compliance with
applicable provisions of the Securities Exchange Act of 1934, as amended, and
applicable rules and regulations to assure compliance with the auditor
independence requirements that prohibit independent auditors from performing
specified services that might impair their independence as well as compliance
with Farmer Mac's and the Audit Committee's policies.

The Audit Committee discussed with Farmer Mac's independent auditors the
overall scope of and plans for its audit. 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.

In reliance upon 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, 2004 for filing with
the Securities and Exchange Commission, as filed on March 16, 2005.

Audit Committee

Paul A. DeBriyn, Chairman
Julia Bartling
Timothy F. Kenny
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 56 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.

Timothy L. Buzby 36 Vice President - Controller since June 5, 2003. From July
1997 until he joined Farmer Mac as Controller in December
2000, Mr. Buzby, a certified public accountant since 1992,
was Chief Financial Officer for George Mason Mortgage
Corporation, a regional residential mortgage lender, from
March 2000 to December 2000 and for Mortgage Edge
Corporation, a national mortgage lender, from July 1997 to
February 2000. Prior to July 1997, Mr. Buzby was a Manager
on the Mortgage Consulting Staff of KPMG Peat Marwick, LLP.

Nancy E. Corsiglia 49 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 58 Vice President - General Counsel and Corporate Secretary
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.

Michael P. Morris 47 Vice President - Agricultural Credit since June 3, 2004.
Mr. Morris served as Vice President - Mortgage Servicing from
December 4, 2003 to June 3, 2004. From 1997 until he joined
Farmer Mac as Director - Portfolio Management in April 2002,
Mr. Morris managed the Prior Approval Department of the
Western Farm Credit Bank in Sacramento, California. From
1994 to 1997, he served as Vice President and Special Assets
Manager for Farm Credit Services Southwest in Tempe,
Arizona. From 1992 to 1994, he served as Vice President of
Credit Review for Farm Credit Services Southwest. Mr. Morris
also served as an Examiner-in-Charge for the Farm Credit
Administration from 1986 to 1991.

Tom D. Stenson 54 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 the Compensation
Committee are Messrs. Cortese, Dailey, Johnson, Nelson, and Brack (chairman). No
member of Farmer Mac's Compensation Committee is or has been an officer or
employee of the Corporation. As described in more detail in "Director
Independence," the Board has determined that all members of the Compensation
Committee are "independent," as defined in Farmer Mac's Corporate Governance
Guidelines, federal securities laws and NYSE listing standards. During the
fiscal year ended December 31, 2004, the Compensation Committee met six times.

The Committee adopted a charter for the Compensation Committee, which
adoption was reaffirmed by the full Board on February 3, 2005. The complete text
of the charter, which reflects standards set forth in new SEC regulations and
NYSE rules, is available on the Corporation's website, www.farmermac.com, under
the "Corporate Governance" tab in the "Investors" section.

-- 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) an annual retainer of
$12,500 ($15,000 for the chairman of the Audit Committee and $17,500 for the
Chairman of the Board); (b) $750 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 of the
Corporation, $750 per day, plus expenses, for certain other meetings and
conferences with 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 2004 was approximately $355,349. Since June
13, 1997, each director has been granted options annually to purchase shares of
Class C Non-Voting Common Stock under the Corporation's 1997 Incentive Plan,
with each such grant occurring on the date of each Annual Meeting of
Stockholders and with the option price being determined as of such date. The
6,000 options granted to each member of the Board of Directors in 2004 had a
present value of $49,243 (3) at the grant date. The total compensation, cash and
options received by all members of the Board of Directors in 2004 was
approximately $1,094,000.
____________________________
(3) The present value at grant date of options granted during 2004 has been
estimated using the Black-Scholes option pricing model with the following
assumptions: a dividend yield of 0.0%; an expected volatility of 46.0%; a
risk-free interest rate of 4.3%; and an expected life of 7 years.

-- 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) comparisons 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 Circulars")
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 graphs 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.

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 for agricultural mortgage
loans where none had previously existed, and to persevere in their efforts
through what would likely be a number of difficult and uncertain years. The
Compensation Committee believes that this 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
Compensation 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, internal controls, 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, in 2004 the Compensation 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 equity components; and (iii) a management performance evaluation form
that has resulted in more quantitative measurement of management's performance
against the achievement of the Corporation's business plan objectives.

Each year, the Corporation's independent compensation consultant reviews
the Corporation's compensation practices and establishes an estimated range of
compensation opportunities that are aligned with the Corporation's annual and
long-term objectives keyed off of executive performance and comparable to those
received by persons with similar qualifications and experience (but not
necessarily the same position and title) at other peer corporations,
particularly the other government-sponsored enterprises, 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
cap compensation at Farmer Mac at 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
Compensation Committee selects the range of, and maximum amounts for, total
compensation as well as for each of the three significant components of
compensation - salary, annual cash incentive pay and long-term non-cash
incentive pay - and then makes recommendations to the Board of Directors as to
the actual levels of compensation to be awarded. The cash and non-cash 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 Compensation Committee applies
criteria established by the Board and management in the business plan. For the
2003-04 12-month business plan cycle, or business planning year, from June 1,
2003 to May 31, 2004, seven critical objectives were established, focusing on
profitability, volume, quality control and mission: (1) to continue to fulfill
the Corporation's Congressional mission and serve rural America; (2) to continue
to improve operating results; (3) to manage effectively the Corporation's
interest rate risk and credit risk; (4) to optimize internal operations with the
evolution of the Corporation's business, through effective risk management,
internal controls, resource allocation and corporate governance; (5) to optimize
use of the capital markets; (6) to maintain adequate capital; and (7) to
maintain effective government, public and investor relations.

Method of Determining Management Compensation for the 2003-04 Business
Planning Year. The Corporation's procedures for determining management
compensation are re-evaluated each year and have remained consistent from year
to year. Toward the end of the Corporation's May 31st business planning year
(commencing with the 2004-05 planning year it will be June 30th), the
Compensation Committee reviews management's performance against business plan
objectives, taking into account the business conditions that prevailed during
the preceding twelve months.

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 CEO and other members of
senior management with the corresponding range of competitive compensation
received by persons with similar qualifications and experience (although not
necessarily the same position and title) at other corporations, particularly the
other government-sponsored enterprises. 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 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 and the CEO. The Compensation
Committee members then meet in executive session (without the CEO present) to
discuss the performance of the CEO. Thus, the CEO participates in the evaluation
of each other senior member of management, but not in his own. The Compensation
Committee includes the CEO in its consideration of the performance and total
compensation of each of the other members of senior management and then
considers the performance and total compensation of the CEO in an executive
session without the CEO present and prepares a detailed written performance
evaluation of the CEO. Based on those deliberations and input provided by the
independent compensation consultant, the Compensation Committee makes
recommendations consistent with the Corporation's compensation policies as to
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 2003-04 business planning year by reviewing the
contribution of each individual to the accomplishment of the strategies and
objectives under the 2003-04 business plan. The Compensation Committee also
evaluated the Corporation's non-financial achievements during the business
planning year, recognizing that the accomplishment of the Corporation's
Congressional mission is a significant aspect of the continuing development of
Farmer Mac. That mission involves the establishment of programs and products
that provide greater liquidity and lending capacity to agricultural lenders,
increase the availability of long-term credit to farmers and ranchers and
facilitate capital market investments that result in long-term fixed-rate
agricultural mortgages. In that regard, the Compensation Committee considered
the significant business accomplishments and financial results achieved during
the 2003-04 business planning year, including advancement of the Corporation's
Congressional mission and the 14.4 percent increase in fiscal year net income
for 2004 compared to 2003 while reducing loan delinquency rates. The
Compensation Committee also recognized other important business accomplishments
during the planning year, including: improvements in internal controls;
maximizing revenue through sophisticated investment techniques; and increasing
the profitability of its programs by holding loans rather than securitizing them
when market conditions were unfavorable. 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 below.

The proportion of the total compensation package representing incentive
compensation (annual cash and long-term non cash incentive compensation) for the
2003-04 business planning year was 66.8 percent for the CEO and ranged between 0
percent and 61.2 percent for other members of senior management. The
Compensation Committee believes that equity compensation should represent a
significant portion of incentive compensation in order to align the interests of
senior management and stockholders. Accordingly, for the 2003-04 business
planning year, annual incentive compensation awards otherwise payable in cash to
members of senior management were instead paid in an approximately equal
combination of cash and stock options. Long-term incentive compensation
represented 66.1 percent of the total incentive compensation package for the
2003-04 business planning year. The basis for determining the level of incentive
compensation was the Compensation Committee's evaluation of each individual's
contribution to the achievement of the business and financial accomplishments of
the 2003-04 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 Farmer Mac's business plan objectives.

Basis for Determining the Compensation for the CEO. For the 2003-04
business planning year, Mr. Edelman received a base salary of $479,460 and was
awarded incentive compensation with a total estimated value of approximately
$1,059,282. With respect to the incentive compensation component of Mr.
Edelman's total compensation, he received $356,598 in cash and options to
purchase 99,955 shares of Farmer Mac Class C Non-Voting Common Stock (the
options, valued at $702,684 as of the grant date, vest as follows: one-third
will vest on May 31, 2005; one-third will vest on May 31, 2006; and the
remaining one-third will vest on May 31, 2007). 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
independent 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

Dennis L. Brack, Chairman
Fred L. Dailey Mitchell A. Johnson
Ralph W. Cortese John Nelson

Compensation Committee Interlocks and Insider Participation

Directors Brack, Cortese, Dailey, Johnson and Nelson comprise the
Corporation's Compensation Committee. None of these directors is, or has been,
an officer or employee of the Corporation. None of Farmer Mac's executive
officers serve, or have served, as a member of the Board or the Compensation
Committee.

Director Brack, a Class A director, is President and Chief Executive
Officer of Bath State Bank, which is a participant in both the Farmer Mac I and
II programs. Director Cortese, a Class B director, is the chairman of the board
of directors of Farm Credit Bank of Texas, which is the owner of 38,503 shares
(or 7.7 percent) of Farmer Mac's Class B Voting Common Stock and a participant
in the Farmer Mac I program. See "Compensation of Directors and Executive
Officers--Compensation of Executive Officers--Certain Relationships and Related
Transactions" for information about the transactions that occurred between Bath
State Bank and Farmer Mac and between Farm Credit Bank of Texas and Farmer Mac
during 2004.

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 CEO and each of Farmer Mac's four other most highly
compensated executive officers or employees for the fiscal year ended December
31, 2004 (the "named executive officers").

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

Henry D. Edelman 2004 488,410 356,598 -- 99,955 38,895
President and 2003 469,801 379,478 -- 120,111 38,001
Chief Executive Officer 2002 447,480 344,195 -- 84,866 36,211

Timothy L. Buzby (5) 2004 197,161 78,413 -- 19,374 32,352
Vice President - Controller 2003 161,348 74,906 -- 21,035 25,728

2002 135,029 61,401 -- 13,975 20,885

Nancy E. Corsiglia 2004 313,319 179,933 -- 52,505 34,185
Vice President - Finance, 2003 301,381 157,853 -- 50,356 33,291
Treasurer and CFO 2002 287,081 143,958 -- 35,769 33,671

Michael P. Morris (6) 2004 193,750 61,577 -- 11,180 31,558
Vice President - 2003 125,731 29,766 -- 2,500 18,624
Agricultural Credit 2002 83,417 6,930 -- 1,000 11,819

Tom D. Stenson 2004 256,517 126,915 -- 35,970 34,425
Vice President - 2003 246,743 122,371 -- 35,852 33,531
Agricultural Finance 2002 234,992 113,490 -- 25,901 34,226

(4) Includes contributions to the Corporation's defined contribution pension
plan in the amount of $33,735 for 2004 on behalf of each of Mr. Edelman,
Ms. Corsiglia and Mr. Stenson; $32,136 on behalf of Mr. Buzby; and $31,558
on behalf of Mr. Morris, as well as disability and life insurance premium
payments paid on behalf of the officers. See "Employment Agreements."
(5) Mr. Buzby was appointed Controller on December 4, 2000 and Vice President -
Controller on June 5, 2003.
(6) Mr. Morris was appointed Director - Portfolio Management on April 1, 2002,
Vice President - Mortgage Servicing on December 4, 2003 and Vice President
- Agricultural Credit on June 4, 2004.

Option Grants During 2004

The table below sets forth, as to each of the named executive officers, the
following information with respect to option grants during 2004 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 2004; (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.

Number of % of Total
Securities Options
Underlying Granted to Grant Date
Options Employees Exercise Price Expiration Present
Name Granted (7) in Year ($/Share) Date Value (8)
----------------------------------------------------------------------------------------------

Henry D. Edelman 99,955 40.6% $19.86 August 11, 2014 $702,684

Timothy L. Buzby 19,374 7.9 19.86 August 11, 2014 136,199

Nancy E. Corsiglia 52,505 21.3 19.86 August 11, 2014 369,110

Michael P. Morris 11,180 4.6 19.86 August 11, 2014 78,595

Tom D. Stenson 35,970 14.6 19.86 August 11, 2014 252,869

(7) Options granted in 2004 are exercisable in stages: one-third vest on each
of May 31, 2005, May 31, 2006 and May 31, 2007.
(8) The present value at grant date of options granted during 2004 has been
estimated using the Black-Scholes option pricing model with the following
assumptions: a dividend yield of 0.0%; an expected volatility of 46.0%; a
risk-free interest rate of 4.3%; and an expected life of 7 years.

Option Exercises and Year End Value

The following table sets forth certain information relating to stock
options exercised during 2004 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
at Year-End at Year-End (9)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
----------------------------------------------------------------------------------------------

Henry D. Edelman 3,924 $111,566 598,274 / 139,992 $1,971,831 / $379,879
Timothy L. Buzby -- -- 35,626 / 26,385 31,275 / 72,956
Nancy E. Corsiglia 1,566 44,524 233,869 / 69,291 757,589 / 195,725
Michael P. Morris -- -- 2,666 / 12,014 -- / --
Tom D. Stenson 2,946 46,934 108,667 / 47,920 282,401 / 134,492

(9) 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 ($23.30) for the Class C
Non-Voting Common Stock on December 31, 2004.

Equity Compensation Plans

The following table sets forth certain information relating to compensation
plans under which equity securities are authorized issuance as of December 31,
2004.

Number of securities
remaining available
Number of securities Weighted average for future issuance
to be issued upon exercise price of under equity
exercise of outstanding options compensation plans
Plan category outstanding options (per share)
-------------------------------------------------------------------------------------------

Equity compensation
plans not approved by
stockholders 1,812,222 $22.67 1,182,799

General. The purpose of Farmer Mac's stock option plans is to encourage
stock ownership by directors, officers and other key employees, to provide an
incentive for such individuals to expand and improve the business of Farmer Mac
and to assist Farmer Mac in attracting and retaining key personnel. The use of
stock options is an attempt to align more closely the long-term interests of
employees with those of Farmer Mac's stockholders by providing those individuals
with the opportunity to acquire an equity interest in Farmer Mac. Farmer Mac's
stock option plans are administered by the Compensation Committee of the Board.
Because individuals are prohibited by law from owning shares of Farmer Mac's
Voting Common Stock, the Corporation uses unrestricted Class C Non-Voting Common
Stock for the purpose of granting options under its stock option plans. Under
the plans, the option price is required to be paid in cash, and no participant
has any rights as a stockholder with respect to shares subject to an option
until the option price has been paid and the shares are issued to the
participant.

1997 Plan. In 1997, the Board adopted the 1997 Incentive Plan (the "1997
Plan"), a broad-based option plan for directors, officers and non-officer
employees. The 1997 Plan, as amended, provides for the issuance of a maximum of
3,750,000 nonqualified stock options on Class C Non-Voting Common Stock at an
option price determined as of the grant date, with a term of 10 years from such
date. The plan provides for the automatic annual grant to directors of 10-year
options to purchase 6,000 (split-adjusted) shares of Class C Non-Voting Common
Stock, with each grant to occur on the day of the annual meeting (including the
Meeting), with the option price to be determined as of such day. Through 2003,
options granted under the 1997 Plan vested one-third on the date of grant,
one-third the following year and one-third the second following year. Beginning
in 2004, options granted under the 1997 Plan vest one-third in each of the first
three years following the date of option grant. In 1998, the 1997 Plan was
amended to reduce the term of director options to five years while extending the
period for exercising options following termination of board service to a period
of up to two years. In each of 2000, 2001, and 2002, the members of the Board
agreed to receive options to purchase 5,000 shares of Class C Non-Voting Common
Stock. Under the 1997 Plan, options also are available for grant to all
employees, not just officers, based on their annual evaluations and to
newly-hired employees; the Board and management determined that granting options
to qualified non-officer employees would promote a sense of corporate ownership
in the best interest of the Corporation. As of December 31, 2004 Options
covering 2,567,201 shares (net of cancellations) have been granted under the
1997 Plan, of which 1,812,222 remain outstanding. Options granted under the 1997
Plan during 2004 have exercise prices ranging from $19.86 to $22.11 per share.

Prior to 2004, the Board approved the issuance of shares authorized under
the 1997 Plan to employees and officers, on an individual basis, as annual
incentive compensation in connection with their annual evaluations. For
officers, the stock vested immediately upon grant, but could not be transferred
for one year; for other employees, the stock vested 50 percent after one year
and 50 percent after two years. Since 1997, the Board has approved the issuance
of 220,855 shares of Class C Non-Voting Common Stock as annual incentive
compensation. Farmer Mac has not issued shares of stock as incentive
compensation since June 2003. As of December 31, 2004, there were 1,182,799
shares of Class C Non-Voting Common Stock remaining available for future
issuance of option grants under the 1997 Plan, excluding the shares underlying
outstanding options.

If a participant's employment with Farmer Mac terminates for any reason,
including by reason of retirement, the participant's rights to exercise any
option under the 1997 Plan terminate on the earlier of the option expiration
date or 90 days after termination (one year in the case of death or disability).
Upon a termination for "cause," the options expire immediately. Following the
termination of a director's service, vested options will remain exercisable
until the earlier of the option expiration date or two years following
termination. In 1999, the Board amended the 1997 Plan to provide for accelerated
vesting of unvested options in the event of a participant's death or disability.

Employment Agreements with Executive Officers

The Corporation has entered into employment agreements (the "Agreements")
with the members of senior management (for purposes of this section, the
"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 generally expire on dates approximately three to four
years from the present,(10) 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.
_______________________
(10) The Agreements with each of the officers expire June 1 of the following
years: Henry D. Edelman, 2009; Timothy L. Buzby, Nancy E. Corsiglia and Tom
D. Stenson, 2008; Jerome G. Oslick, 2007; and Michael P. Morris, 2006.

Under the Agreements, the officers are entitled to a base salary and
discretionary incentive compensation. Base compensation for all officers is paid
bi-weekly over the course of each year. The current base salaries for the named
executive officers are: Mr. Edelman, $494,803; Mr. Buzby, $211,560; Ms.
Corsiglia, $317,420; Mr. Morris, $200,000; and Mr. Stenson, $259,874. Awards of
incentive compensation are considered annually at the end of the business
planning year (July 1 to June 30) 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 named executive 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 the final date of dissolution or one and one-half years
following the effective date of the dissolution. Upon termination of employment
due to an officer's death or disability, the officer will generally be entitled
to benefits on the same basis as "without cause"; however, 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.

Certain Relationships and Related Transactions

From time to time, Farmer Mac purchases or commits to purchase Qualified
Loans under the Farmer Mac I program and USDA-guaranteed portions under the
Farmer Mac II program from, or enters into other business relationships with,
institutions that own five percent or more of a class of Farmer Mac's Voting
Common Stock or that have an officer or director who is also a member of Farmer
Mac's Board of Directors. These transactions are conducted in the ordinary
course of business, with terms and conditions comparable to those applicable to
entities unaffiliated with Farmer Mac.

Dennis L. Brack, a Class A director, is the President and Chief Executive
Officer of Bath State Bank. The following transactions occurred between Bath
State Bank and Farmer Mac during 2004:

o Farmer Mac purchased 43 USDA-guaranteed portions having an aggregate
principal amount of approximately $6.9 million from Bath State Bank
under the Farmer Mac II program; and
o Farmer Mac received approximately $52,000 in guarantee fees on Farmer
Mac II Guaranteed Securities whose underlying USDA-guaranteed portions
were sold to Farmer Mac by Bath State Bank.

Ralph W. "Buddy" Cortese, a Class B director, is the chairman of the board
of directors of Farm Credit Bank of Texas, which holds approximately 7.7 percent
of outstanding Class B Voting Common Stock. The following transactions occurred
between Farm Credit Bank of Texas and Farmer Mac during 2004:

o Farmer Mac extended Long-Term Standby Purchase Commitments ("LTSPCs")
on 294 loans having an aggregate principal balance of approximately
$67.5 million to Farm Credit Bank of Texas (the aggregate outstanding
principal balance of the 532 loans underlying LTSPCs with Farm Credit
Bank of Texas was approximately $97.0 million as of December 31,
2004); and
o Farmer Mac received commitment fees of approximately $423,000
attributable to transactions with Farm Credit Bank of Texas.

Paul A. DeBriyn, a Class B director, is the President and Chief Executive
Officer of AgStar Financial Services, ACA ("AgStar"). The following transactions
occurred between AgStar and Farmer Mac during 2004:

o Farmer Mac extended LTSPCs on 35 loans having an aggregate principal
balance of approximately $11.6 million to AgStar (the aggregate
outstanding principal balance of the 3,214 loans underlying LTSPCs
with AgStar was approximately $237.2 million as of December 31, 2004);
and
o Farmer Mac received commitment fees of approximately $1.1 million
attributable to transactions with AgStar.

During 2004, AgStar became a Farmer Mac-approved certified facility and central
servicer. AgStar's activities as a certified facility and central servicer in
2005 have the potential to include transactions in which the amount involved
exceeds $60,000.

Dennis A. Everson, a Class A director, is the President and Manager of the
Agri-business Division of First Dakota National Bank ("Dakota Mac"). The
following transactions occurred between Dakota Mac and Farmer Mac during 2004:

o Farmer Mac purchased 15 loans having an aggregate principal amount of
approximately $3.5 million from Dakota Mac under the Farmer Mac I
program, representing approximately 3.4 percent of that program's
volume for the year;
o Farmer Mac purchased 12 USDA-guaranteed portions having an aggregate
principal amount of approximately $2.1 million from Dakota Mac under
the Farmer Mac II program, representing approximately 1.2 percent of
that program's volume for the year; and
o Farmer Mac received approximately $188,000 in guarantee fees on Farmer
Mac Guaranteed Securities whose underlying loans or USDA-guaranteed
portions were sold to Farmer Mac.

Kenneth A. Graff, a Class B director who is not a nominee for re-election,
is the President of Farm Credit West, ACA ("FCW"). The following transactions
occurred between FCW and Farmer Mac during 2004:

o Farmer Mac extended LTSPCs on 87 loans having an aggregate principal
balance of approximately $89.6 million to FCW (the aggregate
outstanding principal balance of the 215 loans underlying LTSPCs with
FCW was approximately $172.2 million as of December 31, 2004); and
o Farmer Mac received commitment fees of approximately $1.0 million and
guarantee fees of approximately $2.8 million attributable to
transactions with FCW.

Ernest M. Hodges, a nominee for election by Class B Holders who is not a
current director, is the President and Chief Executive Officer of Sacramento
Valley Farm Credit, ACA ("SacValley"). The following transactions occurred
between SacValley and Farmer Mac during 2004:

o Farmer Mac extended LTSPCs on 9 loans having an aggregate principal
balance of approximately $7.9 million to SacValley (the aggregate
outstanding principal balance of the 370 loans underlying LTSPCs with
SacValley was approximately $156.8 million as of December 31, 2004);
and
o Farmer Mac received commitment fees of approximately $830,000
attributable to transactions with SacValley.

John Dan Raines, a Class B director, is a member of the board of directors
of AgFirst Farm Credit Bank ("AgFirst"), which holds approximately 16.8 percent
of outstanding Class B Voting Common Stock. Farmer Mac also owned $88.0 million
of AgFirst preferred stock as of December 31, 2004. The following transactions
occurred between AgFirst and Farmer Mac during 2004:

o Farmer Mac purchased 1 loan having an aggregate principal amount of
approximately $1.2 million from AgFirst under the Farmer Mac I
program, representing approximately 1 percent of that program's volume
for the year;
o Farmer Mac extended LTSPCs on 338 loans having an aggregate principal
balance of approximately $95.5 million to AgFirst (the aggregate
outstanding principal balance of the 3,548 total loans underlying
LTSPCs with AgFirst was approximately $517.4 million as of December
31, 2004);
o For the year ended December 31, 2004, the total outstanding guaranteed
amount of Farmer Mac Guaranteed Securities backed by rural housing
loans under which Farmer Mac is second-loss guarantor for the last 10
percent of the securities was approximately $717.0 million;
o Farmer Mac received approximately $0.4 million in guarantee fees and
approximately $2.4 million in commitment fees attributable to
transactions with AgFirst;
o AgFirst received approximately $411,000 in servicing fees for acting
as a central servicer in the Farmer Mac I program; and
o During second quarter 2004, Farmer Mac sold Farmer Mac I Guaranteed
Securities to AgFirst in the amount of $26.9 million at a gain of $0.4
million.

Zions First National Bank or its affiliates ("Zions") is Farmer Mac's
largest holder of Class A voting common stock and a major holder of Class C
non-voting common stock. During 2004, the following transactions occurred
between Farmer Mac and Zions:

o Farmer Mac purchased 75 loans having an aggregate principal amount of
approximately $34.4 million from Zions under the Farmer Mac I program,
representing approximately 33.0 percent of that program's volume for
the year;
o Farmer Mac purchased 27 USDA-guaranteed portions having an aggregate
principal amount of approximately $6.5 million from Zions under the
Farmer Mac II program, representing approximately 3.8 percent of that
program's volume for the year;
o Farmer Mac sold approximately $64.5 million of Farmer Mac Guaranteed
Securities to Zions at no gain or loss
o The aggregate outstanding notional principal amount all interest rate
swap transactions between Farmer Mac and Zions was approximately
$262.0 million as of December 31, 2004;
o Farmer Mac received approximately $3.0 million in guarantee fees on
Farmer Mac Guaranteed Securities whose underlying loans were swapped
or sold to Farmer Mac by Zions;
o Farmer Mac paid Zions approximately $18,000 in underwriting and loan
file review fees;
o Zions received approximately $1.5 million in servicing fees for acting
as a central servicer in the Farmer Mac I program; and
o Zions received approximately $31,000 in commissions for acting as
dealer with respect to approximately $512.0 million par value of
Farmer Mac discount notes.

Performance Graph

Farmer Mac has three classes of Common Stock: Class A Voting Common Stock,
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 Voting Common
Stock and the Class C Non-Voting Common Stock traded on The Nasdaq Stock
Market.(11) Since June 1999, the Class A Voting Common Stock and the Class C
Non-Voting Common Stock have traded on the NYSE. (12) As a result of the limited
market for Class B Voting Common Stock and the infrequency of trades therein,
the Class B Voting 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
Voting Common Stock.
__________________
(11) 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.
(12) 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
Common Stock and Class C Non-Voting Common Stock with the performance of the New
York Stock Exchange Composite Index ("NYSE Comp") and the Standard & Poor's 500
Diversified Financials Index ("S&P Div Fin") over the period from December 31,
1999 to December 31, 2004. The graph assumes that $100 was invested on December
31, 1999 in each of: Farmer Mac's Class A Voting Common Stock; Farmer Mac's
Class C Non-Voting Common Stock; the NYSE Comp; and the S&P Div Fin. The graph
also assumes that all dividends were reinvested into the same securities
throughout the past five years.

Comparative Total Return
(Class A Voting Common Stock and Class C Non-Voting Common Stock vs. Indices)

AGM AGM.A S&P Div Fin NYSE Comp

1999 100 100 100 100
2000 121 114 127 101
2001 210 180 109 91
2002 159 125 84 73
2003 166 139 117 94
2004 121 107 124 105

This section shall not be deemed to be "soliciting material" or to be
"filed" with the SEC, and such section shall not be incorporated by reference
into any of Farmer Mac's filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, whether made before or after
the date hereof and irrespective of any general incorporation language contained
in such filing (except to the extent Farmer Mac specifically incorporates this
section by reference into such filing).

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 ended December 31, 2004, the Audit
Committee, which is composed of Messrs. DeBriyn (Chairman), Kenny and Raines and
Ms. Bartling, met fifteen times.

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, 2005.
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.

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 2005. 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

Deloitte & Touche LLP billed Farmer Mac an aggregate $1,255,000 and
$260,700 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 quarterly reports on Form 10-Q for 2004 and 2003, respectively.
Audit fees for 2004 also included fees for the audit of management's assessment
of the effectiveness of internal control over financial reporting under Section
404 of the Sarbanes-Oxley Act of 2002.

Audit-Related Fees

Deloitte & Touche LLP billed Farmer Mac an aggregate $0 and $257,090 for
assurance and related services that were reasonably related to the performance
of the audit of Farmer Mac's annual financial statements and the reviews of the
financial statements included in Farmer Mac's quarterly reports on Form 10-Q for
2004 and 2003, respectively, and are not reported in "Audit Fees." These
services were for various accounting consultations and other technical issues.

Tax Fees

Deloitte & Touche LLP billed Farmer Mac an aggregate $27,000 and $20,900
for professional services rendered for tax compliance, tax advice and tax
planning for 2004 and 2003, respectively. These services were for the
preparation of Farmer Mac's federal tax returns.

All Other Fees

Deloitte & Touche LLP did not bill Farmer Mac for any other fees in 2003 or
2004 other than the audit and review fees, audit-related fees and tax fees
referred to above.

Audit Committee Pre-Approval Policies

Pursuant to the Audit Committee Charter adopted in February 2004 and
reaffirmed in February 2005 and consistent with SEC policies regarding auditor
independence, the Audit Committee considers and pre-approves, as appropriate,
all auditing and permissible non-auditing services provided Farmer Mac's
independent auditor prior to the engagement of the independent auditors with
respect to such services. One hundred percent of the services provided by
Deloitte & Touche LLP in 2003 and 2004 were pre-approved by the Audit Committee.

Item No. 3: Stockholder Proposal Regarding Farmer Mac's Class A Voting Common
Stock

Mr. John Capozzi, 1619 G Street, S.E., Washington, D.C. 20003-3132, the
beneficial owner of 300 shares of Class A Voting Common Stock, has notified the
Corporation of his intention to propose the following resolution at the Annual
Meeting of Stockholders:

RESOLVED: That Farmer Mac investigate the ownership of its Class A shares
and report to its shareholders the numbers of shareholders and amount of shares
owned that do not qualify for ownership for the purpose of considering adopting
safeguards that will prevent its Class A shares from being sold to unqualified
individuals.

In support of the proposed resolution, Mr. Capozzi has submitted the
following support statement:

Farmer Mac has not enforced the provisions of the Agricultural Credit Act,
its federal charter, which require that the shares of its voting stock only be
sold to banks, other financial entities, insurance companies and Farm Credit
System institutions. As a result, there are an undetermined number of
unqualified Class A shareholders. This lack of control violates the intent of
the restriction and runs afoul of the Act. Furthermore, Class A shares being
owned by unqualified individuals leads to uncertainty as to who is qualified to
bring shareholder proposals. For instance, proponent of the present resolution,
an individual, attempted inserting a proposal in last year's shareholder meeting
requiring that the company pay a stipend to the District of Columbia in
compensation for Farmer Mac's congressional exemption from paying taxes to the
District of Columbia. This proposal was rejected by the Company, in part,
because the proponent was unqualified to own his Class A shares. Enacting the
proposal would enable the company's shareholders to judge whether the presence
of non-qualified Class A share owners are of sufficient number as to present an
issue for Farmer Mac and whether any safeguards should be implemented to prevent
unqualified individuals or entities from owning Class A shares.

Farmer Mac Recommendation

The Board of Directors recommends a vote AGAINST this proposal for the
following reasons:

Farmer Mac appreciates Mr. Capozzi's concern about the ownership of Class A
Voting Common Stock by ineligible holders. With respect to Mr. Capozzi's
reference in his support statement to a proposal he submitted for Farmer Mac's
2003 Annual Meeting of Stockholders, the SEC determined that Farmer Mac could
exclude the proposal because it related to the ordinary business operation of
the Corporation (contributions to a specific organization) and not because of
the ownership qualifications of Mr. Capozzi.

As requested by the proposed resolution, Farmer Mac has investigated the
matter and presents the following findings to stockholders of the Corporation.
Farmer Mac has determined that there are two record holders of Class A Voting
Common Stock who do not appear to be eligible to hold such Class of stock. These
two holders own a total of three shares of Class A Voting Common Stock. An
investigation of non-objecting beneficial owners of Class A Voting Common Stock
showed that there are approximately 22 holders, including Mr. Capozzi, who do
not appear to be eligible to hold that Class of stock. These 22 holders own a
total of approximately 12,015 shares of Class A Voting Common Stock, or
approximately 0.75 percent of all Farmer Mac Voting Common Stock. There appear
to be no ineligible holders of Class B Voting Common Stock.

Farmer Mac expressly takes steps to make known to investors in the
financial markets, by disclosing in the Corporation's periodic reports filed
with the SEC, that ownership of both its Class A and Class B Voting Common
Stocks are restricted to certain entities. The Board of Directors continues to
investigate options to eliminate the problem of ineligible holders of Farmer
Mac's Voting Common Stock. However, because a significant portion of the
Corporation's Class A Voting Common Stock is, like other publicly traded
securities, held in book-entry form through The Depository Trust Company and
some beneficial owners object to the release of their names to Farmer Mac,
Farmer Mac's options to determine exact ownership are limited. Farmer Mac has
taken the actions requested by Mr. Capozzi and has presented above the results
to its stockholders. The proposed resolution does not request any further action
of Farmer Mac, and the Board of Directors does not propose to take any further
action at this time. Although Mr. Capozzi has been so advised, he has declined
to withdraw the proposal. Therefore, the Board of Directors recommends a vote
AGAINST the proposal.

Section 16(a) Beneficial Ownership Reporting Compliance

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
beneficial owners of greater than ten percent of any class of equity securities
complied with all Section 16(a) filing requirements and timely filed all reports
applicable to them for transactions during 2004.

Principal Holders of Voting Common Stock

To our knowledge, as of the date of this Proxy Statement, the following
institutions are the beneficial owners of either (i) 5 percent or more of the
outstanding shares of Farmer Mac's Class A Voting Common Stock or Class B Voting
Common Stock, or (ii) 5 percent or more of the total number of outstanding
shares of Farmer Mac's Voting Common Stock (both Class A and Class B).

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

AgFirst Farm Credit Bank (13) 84,024 shares of Class B 5.49% 16.79%
1401 Hampton Street Voting Common Stock
Columbia, SC 29202

AgriBank, FCB 201,621 shares of Class B 13.17% 40.30%
375 Jackson Street Voting Common Stock
St. Paul, MN 55101

CoBank, ACB 62,980 shares of Class B 4.11% 12.59%
5500 South Quebec Street Voting Common Stock
Greenwood Village, CO 80111

Farm Credit Bank of Texas (14) 38,503 shares of Class B 2.52% 7.70%
6210 Highway 290 East Voting Common Stock
Austin, TX 78761

U.S. AgBank, FCB 100,273 shares of Class B 6.55% 20.04%
245 North Waco Voting Common Stock
Wichita, KS 67201

Zions First National Bank 322,100 shares of Class A 21.04% 31.25%
One South Main Street Voting Common Stock
Salt Lake City, UT 84111

* 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.
(13) 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.
(14) Ralph W. Cortese, currently a member of the Board of Directors and a Class
B Nominee, is the chairman of the board of directors of Farm Credit Bank of
Texas.

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 Shareholder 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 Shareholder
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
reasonable expenses by the Corporation.

Other Matters

In addition to the scheduled items of business set forth in this Proxy
Statement, 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 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 Proxy
Committee named in the accompanying proxy intends to vote such proxy in accord
with its 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, 2004, as filed with the SEC, including
financial statements thereto. 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 28, 2005
Washington, D.C.

Appendix A--Audit Committee Charter

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

AUDIT COMMITTEE CHARTER

This Audit Committee Charter was adopted by the Board of Directors (the
"Board") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") on
February 5, 2004 and reaffirmed on February 10, 2005.

This Charter is intended as a component of the flexible framework within
which the Board, assisted by its committees, directs the affairs of Farmer Mac.
While it should be interpreted in the context of all applicable laws,
regulations and listing requirements, as well as in the context of Farmer Mac's
Federal Charter and By Laws, it is not intended to establish by its own force
any legally binding obligations.

I. Purpose

The Audit Committee (the "Committee") is appointed by the Board to assist
the Board in fulfilling its responsibility to oversee management regarding: (i)
the conduct and integrity of Farmer Mac's financial reporting to any
governmental or regulatory body, the public or other users thereof; (ii) Farmer
Mac's systems of internal accounting and financial and disclosure controls;
(iii) the qualifications, engagement, compensation, independence and performance
of Farmer Mac's independent auditor, who is registered with the Public
Accounting Oversight Board (the "Independent Auditor"), their conduct of the
annual audit, and their engagement for any other services; (iv) Farmer Mac's
legal and regulatory compliance; (v) Farmer Mac's codes of ethics as established
by management and the Board; and (vi) the preparation of the audit committee
report required by Securities and Exchange Commission ("SEC") rules to be
included in Farmer Mac's annual proxy statement.

In discharging its oversight role, the Committee is authorized: (i) to
investigate any matter that the Committee deems appropriate, with access to all
books, records, facilities and personnel of Farmer Mac; and (ii) to retain
independent counsel, auditors or other experts, with adequate funding provided
by Farmer Mac.

II. Committee Membership

The Committee shall be comprised of not less than three members of the
Board, each of whom shall be determined by the Board to be "independent" in
accordance with applicable rules of the SEC and shall meet the independence and
financial experience requirements of the New York Stock Exchange (the "NYSE").
In addition, at least one member shall be an "audit committee financial expert"
as such term is defined under applicable SEC and NYSE rules. No member of the
Committee may serve on the audit committee of more than three public companies,
including Farmer Mac, unless the Board has determined that such simultaneous
service would not impair the ability of such member to effectively serve on the
Committee. Such determination shall be disclosed in the annual proxy statement.

III. Key Responsibilities

The Committee shall make regular reports to the Board.

The Committee shall:

1. Have the sole authority to retain (subject to ratification by the
stockholders of Farmer Mac), evaluate, compensate and oversee the work
of the Independent Auditor and, where appropriate, dismiss the
Independent Auditor; and resolve any disagreements between management
and the Independent Auditor regarding financial reporting. The
Independent Auditor shall report directly to the Committee.

2. Consider and pre-approve, as appropriate, all auditing and
non-auditing services provided by the Independent Auditor, and ensure
that approvals are disclosed as appropriate in Farmer Mac's periodic
public filings. (1)
________________________
(1) The Committee may delegate the authority to grant pre-approvals to one or
more members of the Committee, whose decisions must be presented to the
full Committee at its scheduled meetings.

3. Review Farmer Mac's financial statements, including major issues
regarding accounting and auditing principles and practices as well as
the adequacy of internal controls that could significantly affect
Farmer Mac's financial statements and, prior to public release,
reviewing with management and the Independent Auditor Farmer Mac's
annual and quarterly financial statements to be filed with the SEC,
including (a) Farmer Mac's disclosures under "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and
(b) any certifications regarding the financial statements or Farmer
Mac's internal accounting and financial controls and procedures and
disclosure controls or procedures filed with SEC by Farmer Mac's
senior executive and financial officers.

4. Consider and review with management, including the Chief Financial
Officer, the Independent Auditor and the internal auditor (i) any
significant findings during the year, including the status of previous
audit recommendations, (ii) any accounting adjustments that were noted
or proposed by the auditors but were "passed" (as immaterial or
otherwise), (iii) any communications between the audit team and the
audit firm's national office respecting auditing or accounting issues
presented by the engagement and (iv) any "management" or "internal
control" letter issued, or proposed to be issued, by the Independent
Auditor to Farmer Mac and review major changes to Farmer Mac's
auditing and accounting principles and practices as suggested by the
Independent Auditor, internal auditors or management.

5. Consider and review with management, including the Chief Financial
Officer, and the Independent Auditor any significant risks or
exposures and assess the steps management has taken to minimize such
risks. Discuss with management, including the Chief Financial Officer,
and the Independent Auditor and oversee Farmer Mac's underlying
policies with respect to risk assessment and risk management.

6. Establish and oversee the maintenance of procedures for the receipt,
retention and treatment of complaints received by Farmer Mac regarding
accounting, internal accounting controls, or auditing matters, and the
confidential, anonymous submissions by employees of concerns regarding
questionable accounting or auditing matters.

7. Review and concur in the appointment, reassignment, replacement,
compensation or dismissal of the Chief Financial Officer.

8. Review periodically with management the provisions of any code of
business conduct and ethics (including Farmer Mac's policies and
procedures concerning trading in Farmer Mac securities and use in
trading of proprietary or confidential information) applicable to
directors and senior officers (including financial officers),
including any waivers sought under such code; any waiver to any
executive officer or director granted by the Committee shall be
reported by the Committee to the Board.

9. Review and discuss with management and the Independent Auditor (i) all
critical accounting policies and practices used by Farmer Mac; (ii)
any significant changes in Farmer Mac accounting policies; (iii) any
material alternative accounting treatments within GAAP that have been
discussed with management, including the ramifications of the use of
the alternative treatments and the treatment preferred by the
accounting firm; and (iv) any accounting and financial reporting
proposals that may have a significant impact on Farmer Mac's financial
reports.

10. (a) Receive from the Independent Auditor, prior to the Independent
Auditor's 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 Farmer Mac which
might in the opinion of the Independent Auditor 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 Committee's decision.

11. Set clear hiring policies for employees or former employees of the
Independent Auditor.

12. Review the Independent Auditor's proposal letter, review the planning
of the audit and approve the fees to be paid to the Independent
Auditor. In addition to assuring the regular rotation of the lead
audit partner as required by law, at least every 3 years, the
Committee shall consider the rotation of the Independent Auditor.

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

14. Have the ultimate authority to retain, evaluate, compensate and
oversee the work of the internal auditor and, where appropriate,
dismiss the internal auditor. The internal auditor shall report
directly to the Committee.

15. 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.

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

17. At least annually, obtain and review a report by the Independent
Auditor describing: (i) the firm's internal quality-control
procedures; (ii) any material issues raised by the most recent
internal quality-control review of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, regarding one or more independent audits carried
out by the firm, and any steps taken to deal with any such issues; and
(iii) all relationships between the Independent Auditor and Farmer
Mac.

18. Review and discuss with the Independent Auditor the matters required
to be discussed with the Independent Auditor by (i) Statement of
Auditing Standards No. 61 including the auditor's responsibility under
generally accepted auditing standards, the significant accounting
policies used by Farmer Mac, accounting estimates used by the Company
and the process used by management in formulating them, any
consultation with other accountants and any major issues discussed
with management prior to its retention, (ii) Statement of Auditing
Standards No. 90 including whether Company accounting principles as
applied are conservative, moderate, or aggressive from the perspective
of income, asset, and liability recognition, and whether or not those
principles reflect common or minority practices and (iii) Statement of
Auditing Standards No. 100 including the review of the interim
financial information of the Company and any material modifications
that need to be made to the interim financial information for it to
conform with GAAP.

19. Review with the Independent Auditor any problems or difficulties the
Independent Auditor may have encountered and any management letter
provided by the Independent Auditor and Farmer Mac'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.

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

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

22. Meet periodically with senior financial management, the Independent
Auditor and the internal auditors in separate executive sessions.

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

24. Discuss with management and the Independent Auditor, as appropriate,
earnings press releases and financial information and earnings
guidance provided to analysts and to rating agencies.

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

26. Conduct an annual self-evaluation of the performance of the Committee,
including its effectiveness and compliance with this Charter.

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

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that Farmer Mac'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. The Committee
recognizes that Farmer Mac's management and the Independent Auditor have more
time, knowledge and detailed information about Farmer Mac than do Committee
members. Consequently, in carrying out its oversight responsibilities, the
Committee is not providing any expert or special assurance as to Farmer Mac's
financial statements or any professional certification as to the Independent
Auditor's work.

Appendix B

ANNUAL MEETING OF STOCKHOLDERS

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

CLASS A COMMON STOCK

June 16, 2005

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible

| |
v Please detach along perforated line and mail in the envelope provided. v

-------------------------------------------------------------------------------
| |
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. |
| PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X| |
|-----------------------------------------------------------------------------|

1. Election of Directors:

NOMINEES
[ ] FOR ALL NOMINEES [ ] Dennis L. Brack
[ ] Dennis A. Everson
[ ] WITHHOLD AUTHORITY [ ] Mitchell A. Johnson
FOR ALL NOMINEES [ ] Timothy F. Kenny
[ ] Charles E. Kruse
[ ] FOR ALL EXCEPT
(See instructions below)

The Board of Directors recommends a vote "FOR ALL NOMINEES."

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: [x]
--------------------------------------------------------------------------------

2. Proposal to approve the appointment of Deloitte & Touche LLP as independent
auditors for the Corporation for the fiscal year ending December 31, 2005.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

The Board of Directors recommends a vote "FOR" proposal 2.

--------------------------------------------------------------------------------

3. Stockholder proposal regarding Farmer Mac's Class A Voting Common Stock.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

The Board of Directors recommends a vote "AGAINST" proposal 3.

--------------------------------------------------------------------------------
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method. [ ]
--------------------------------------------------------------------------------

Signature of Stockholder___________________________________ Date ____________

Note: Please sign exactly as the name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by
authorized person.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 16, 2005

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 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 Corporation to be held on
June 16, 2005, and any and all adjournments thereof.

The Board of Directors unanimously recommends a vote
FOR the election of all nominees, FOR proposal 2 and AGAINST proposal 3.

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
the election of all nominees, FOR proposal 2 and AGAINST proposal 3.

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

Appendix C

ANNUAL MEETING OF STOCKHOLDERS

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

CLASS B COMMON STOCK

June 16, 2005

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible

| |
v Please detach along perforated line and mail in the envelope provided. v

1. Election of Directors:

NOMINEES
[ ] FOR ALL NOMINEES [ ] Ralph W. "Buddy" Cortese
[ ] Paul A. DeBriyn
[ ] WITHHOLD AUTHORITY [ ] Ernest M. Hodges
FOR ALL NOMINEES [ ] John G. Nelson, III
[ ] John Dan Raines
[ ] FOR ALL EXCEPT
(See instructions below)

The Board of Directors recommends a vote "FOR ALL NOMINEES."

2. Proposal to approve the appointment of Deloitte & Touche LLP as independent
auditors for the Corporation for the fiscal year ending December 31, 2005.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

The Board of Directors recommends a vote "FOR" proposal 2.

--------------------------------------------------------------------------------

3. Stockholder proposal regarding Farmer Mac's Class A Voting Common Stock.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

The Board of Directors recommends a vote "AGAINST" proposal 3.

Signature of Stockholder___________________________________ Date ____________

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 16, 2005

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 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 Corporation to be held on June
16, 2005, and any and all adjournments thereof.

The Board of Directors unanimously recommends a vote
FOR the election of all nominees, FOR proposal 2 and AGAINST proposal 3.

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