FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of July 13, 2009 (“Amendment”), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “ Purchaser ”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“ Farmer Mac ” or the “ Guarantor ”); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia (“ National Rural ”); and Farmer Mac, as Guarantor.

WHEREAS, the Purchaser, Farmer Mac, and National Rural are parties to a certain Note Purchase Agreement dated as of December 15, 2008 (“Note Purchase Agreement”); and

WHEREAS, the parties have agreed to modify the Note Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, Farmer Mac, the Purchaser and National Rural agree as follows:

         1.            Recitals .  The foregoing Recitals are hereby incorporated by reference into this Amendment.

         2.            Definitions .  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Note Purchase Agreement.

         3.            Amendment .

     (a)   The Note Purchase Agreement is hereby amended by deleting the existing definition of Closing Date and replacing it with the following definition in Section 1.01:

“ Closing Date ” means the date of the funding of each issuance of Notes hereunder, which date shall be set forth in the applicable Pricing Agreement.

     (b)   The Note Purchase Agreement is hereby amended by adding the following definition of Final Maturity Date in Section 1.01:

“ Final Maturity Date ” means December 31, 2016, or such other date as agreed to by the parties.

     (c)   The Note Purchase Agreement is hereby amended by deleting Section 2.01 in its entirety and replacing it with the following:

SECTION 2.01        Purchase of Notes; Minimum Denominations .  The Purchaser agrees to purchase Notes, at 100% of their principal amount, from time to time, on or before the Final Maturity Date, as requested by National Rural by written notice (each, a “ Notice of Borrowing ”) to Farmer Mac in an aggregate principal amount, for all Notes outstanding hereunder at any one time, not in excess of $500 million, subject to satisfaction of the conditions set forth herein.  National Rural may borrow, repay (subject to the terms of the applicable Notes being repaid) and reborrow funds at any time or from time to time up to, but not including the Final Maturity Date.  Each advance under this Agreement shall be disbursed in a minimum amount of $50 million and additional increments of $5 million in excess thereof or