SERIES A BOND PURCHASE AGREEMENTby and among FEDERAL FINANCING BANK, NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, and ADMINISTRATOR of the RURAL UTILITIES SERVICE

RUS

SERIES A BOND PURCHASE AGREEMENT

by and among

FEDERAL FINANCING BANK,

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,

and

ADMINISTRATOR of the RURAL UTILITIES SERVICE

made as of

June 14, 2005

RUS

TABLE OF CONTENTS

BOND PURCHASE AGREEMENT - page i

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BOND PURCHASE AGREEMENT - page ii

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          EXHIBIT A     FORM OF ADVANCE REQUEST

BOND PURCHASE AGREEMENT - page iii

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          EXHIBIT B      FORM OF BOND

          EXHIBIT C     FORM OF CERTIFICATE SPECIFYING AUTHORIZED BORROWER
                                  OFFICIALS

          EXHIBIT D      FORM OF CERTIFICATE SPECIFYING AUTHORIZED RUS OFFICIALS

          EXHIBIT E     FORM OF OPINION OF BORROWER'S COUNSEL re: BORROWER'S
                                  INSTRUMENTS

          EXHIBIT F      FORM OF OPINION OF RUS'S COUNSEL re: RUS GUARANTEE

          EXHIBIT G      FORM OF RUS CERTIFICATE

          EXHIBIT H      FORM OF RUS GUARANTEE

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                                                             SERIES A BOND PURCHASE AGREEMENT made as
                                                  of June 14, 2005, by and among the FEDERAL FINANCING
                                                   BANK (" FFB "), a body corporate and instrumentality of the
                                                  United States of America, the NATIONAL RURAL
                                                   UTILITIES COOPERATIVE FINANCE CORPORATION
                                                  (the " Borrower "), a cooperative association organized and
                                                   existing under the laws of the District of Columbia, and the
                                                   ADMINISTRATOR of the RURAL UTILITIES SERVICE
                                                   (" RUS "), a Rural Development agency of the United States
                                                   Department of Agriculture.

           WHEREAS, RUS is authorized, pursuant to the Guarantee Authority (as hereinafter defined), to guarantee loans that meet the requirements of the Guarantee Authority; and

           WHEREAS, FFB is authorized, under section 6(a) of the FFB Act (as hereinafter defined), to make commitments to purchase, and to purchase on terms and conditions determined by FFB, any obligation that is issued, sold, or guaranteed by an agency of the United States of America; and

           WHEREAS, FFB is entering into this Series A Bond Purchase Agreement, as authorized by section 6(a) of the FFB Act, setting out, among other things, FFB's agreement to purchase, pursuant to the FFB Act, the Bond (as hereinafter defined) to be issued by the Borrower, when the terms and conditions specified herein have been satisfied, as hereinafter provided; and

           WHEREAS, RUS has determined that the Borrower meets the qualifications for being a "lender," as that term is used in the Guarantee Authority, and for being a "Guaranteed Lender," as that term is used in the regulations promulgated by RUS to carry out the Guarantee Authority; and

           WHEREAS, RUS is authorized to enter into this Series A Bond Purchase Agreement; and

           WHEREAS, the Borrower is authorized to enter into this Series A Bond Purchase Agreement.

           NOW, THEREFORE, for and in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, FFB, RUS, and the Borrower agree as follows:

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ARTICLE 1

DEFINITIONS AND RULES OF INTERPRETATION

           Section 1.1  Definitions .  

          As used in this Agreement, the following terms shall have the respective meanings specified in this section 1.1, unless the context clearly requires otherwise.

          " Advance " shall mean an advance of funds made by FFB under the Bond in accordance with the provisions of article 7 of this Agreement.

          " Advance Identifier " shall mean, for each Advance, the particular sequence of letters and numbers constituting the Bond Identifier plus the particular sequence of additional numbers assigned by FFB to the respective Advance in the interest rate confirmation notice relating to such Advance delivered by FFB in accordance with section 7.7 of this Agreement.

          " Advance Request " shall mean a letter from a Borrower requesting an Advance under the Bond, in the form of letter attached as Exhibit A to this Agreement.

          " Advance Request Approval Notice " shall mean the written notice from RUS located at the end of an Advance Request advising FFB that such Advance Request has been approved on behalf of RUS.

          " Bond " shall mean a future advance bond of the Borrower payable to FFB, in the form of bond that is attached as Exhibit B to this Agreement, as such bond may be amended, supplemented, and restated from time to time in accordance with its terms.

          " Bond Guarantee Agreement " shall mean the Series A Bond Guarantee Agreement dated as of even date herewith, made between RUS and the Borrower, as such agreement may be amended, supplemented, and restated from time to time in accordance with its terms.

          " Bond Identifier " shall mean the particular sequence of letters and numbers assigned by FFB to the Bond in the Principal Instruments acceptance notice relating to the Bond delivered by FFB in accordance with section 5.1 of this Agreement.

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          " Borrower Instruments " shall have the meaning specified in section 3.2.1 of this Agreement.

          " Business Day " shall mean any day on which FFB and the Federal Reserve Bank of New York are both open for business.

          " Certificate Specifying Authorized Borrower Officials " shall mean a certificate of the Borrower specifying the names and titles of those officials of the Borrower who are authorized to execute and deliver from time to time Advance Requests on behalf of the Borrower, and containing the original signature of each of those officials, substantially in the form of the Certificate Specifying Authorized Borrower Officials attached as Exhibit C to this Agreement.

          " Certificate Specifying Authorized RUS Officials " shall mean a certificate specifying the names and titles of those officials of RUS who are authorized to execute and deliver Advance Request Approval Notices from time to time on behalf of RUS and setting out the original signature of each of those authorized officials, and specifying the name and title of those officials of RUS who are authorized to confirm telephonically the authenticity of the Advance Request Approval Notices from time to time on behalf of RUS and setting out the telephone number of each of those authorized officials, in the form of the Certificate Specifying Authorized RUS Officials attached as Exhibit D to this Agreement.

          " FFB Act " shall mean the Federal Financing Bank Act of 1973 (Pub. L. No. 93-224, 87 Stat. 937, codified at 12 U.S.C. § 2281 et seq .), as amended.

          " FFB Financing Options Fee " shall mean the fee, expressed in terms of a basis point increment in the basic interest rate established for an Advance, payable by the Borrower to the Holder if the Borrower elects to have a Fixed Premium Prepayment/Refinancing Privilege apply to such Advance, as described in section 11.3 of this Agreement.

          " First Call Date " shall have the meaning specified in section 11.3.2(a) of this Agreement.

          " Fixed Premium Prepayment/Refinancing Privilege " shall have the meaning specified in section 11.3.1 of this Agreement.

          " Governmental Authority " shall mean any federal, state, county, municipal, or regional authority, or any other entity of a similar nature, exercising any executive,

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legislative, judicial, regulatory, or administrative function of government.

          " Guarantee Authority " shall mean section 313A of the Rural Electrification Act of 1936, as amended (codified at 7 U.S.C. § 940c-1).

          " Holder " shall mean FFB, for so long as it shall be the holder of the Bond, and any successor or assignee of FFB, for so long as such successor or assignee shall be the holder of the Bond.

          " Loan Commitment Amount " shall mean $1,000,000,000.00.

          " Market Value Premium (or Discount) " shall have the meaning specified in section 11.2 of this Agreement.

          " Market Value Prepayment/Refinancing Privilege " shall have the meaning specified in section 11.2 of this Agreement.

          " Maturity Date " shall have the meaning specified in section 7.3.1(a)(5) of this Agreement.

          " No-Call Period " shall have the meaning specified in section 11.3.2 of this Agreement.

          " Opinion of Borrower's Counsel re: Borrower Instruments " shall mean an opinion of counsel from the General Counsel of the Borrower, substantially in the form of opinion that is attached as Exhibit E to this Agreement.

          " Opinion of RUS's Counsel re: RUS Guarantee " shall mean an opinion of counsel from the Acting General Counsel of the Department of Agriculture to the Acting Administrator of RUS, substantially in the form of opinion that is attached as Exhibit F to this Agreement.

          " Payment Date " shall mean January 15, April 15, July 15, and October 15 of each year.

          " Person " shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, trust company, unincorporated organization or Governmental Authority.

          " Pledge Agreement " shall mean the Pledge Agreement dated as of even date herewith, made among the Borrower, RUS, and U.S. Bank Trust National Association, a national association, as such agreement may be amended, supplemented, and restated from time to time in accordance with its terms.

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          " Principal Instruments " shall have the meaning specified in section 4.2 of this Agreement.

          " Requested Advance Amount " shall have the meaning specified in section 7.3.1(a)(2) of this Agreement.

          " Requested Advance Date " shall have the meaning specified in section 7.3.1(a)(3) of this Agreement.

          " RUS Certificate " shall mean a certificate relating to the RUS Guarantee and other matters, in the form of certificate that is attached as Exhibit G to this Agreement.

          " RUS Guarantee " shall mean a guarantee of the Bond issued by RUS, in the form of guarantee that is attached as Exhibit H to this Agreement.

          " RUS Instruments " shall have the meaning specified in section 3.3.1 of this Agreement.

          " this Agreement " shall mean this Series A Bond Purchase Agreement between FFB, RUS, and the Borrower.

          " Uncontrollable Cause " shall mean, for FFB, an unforeseeable cause beyond the control and without the fault of FFB, being:  act of God, fire, flood, severe weather, epidemic, quarantine restriction, explosion, sabotage, act of war, act of terrorism, riot, civil commotion, lapse of the statutory authority of the United States Department of the Treasury to raise cash through the issuance of Treasury debt instruments, disruption or failure of the Treasury Financial Communications System, closure of the Federal Government, or an unforeseen or unscheduled closure or evacuation of the FFB offices; and shall mean, for RUS, an unforeseeable cause beyond the control and without the fault of RUS, being:  act of God, fire, flood, severe weather, epidemic, quarantine restriction, explosion, sabotage, act of war, act of terrorism, riot, civil commotion, closure of the Federal Government, or an unforeseen or unscheduled closure or evacuation of the RUS offices.

           Section 1.2   Rules of Interpretation .  

          Unless the context shall otherwise indicate, the terms defined in section 1.1 of this Agreement shall include the plural as well as the singular and the singular as well as the plural.  The words "herein," "hereof," and "hereto," and words of similar import, refer to this Agreement as a whole.

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ARTICLE 2

FFB COMMITMENT TO PURCHASE THE BOND

          Subject to the terms and conditions of this Agreement, FFB agrees to purchase the Bond that is offered by the Borrower to FFB for purchase under this Agreement.

ARTICLE 3

COMMITMENT CONDITIONS

          FFB shall be under no obligation to purchase the Bond under this Agreement unless and until each of the conditions specified in this article 3 has been satisfied.

           Section 3.1  Commitment Amount Limit .

          The maximum principal amount of the Bond that is offered for purchase shall not exceed the Loan Commitment Amount.

           Section 3.2  Borrower Instruments .

                    3.2.1  Borrower Instruments .  FFB shall have received from the Borrower the
           following instruments (such instruments being, collectively, the " Borrower Instruments "):

                               (a) an original counterpart of this Agreement, duly executed by the
                    Borrower; and

                               (b) the original Bond, duly executed by the Borrower.

                    3.2.2  Opinion of Borrower's Counsel re: Borrower Instruments .  FFB shall have
          received from the Borrower an Opinion of Borrower's Counsel re: Borrower Instruments.

                    3.2.3  Certificate Specifying Authorized Borrower Officials .  FFB shall have
          received from the Borrower a completed and signed Certificate Specifying Authorized
          Borrower Officials.

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           Section 3.3  RUS Instruments .

                    3.3.1  RUS Instruments .  FFB shall have received from RUS the following
          instruments (such instruments being, collectively, the " RUS Instruments "):

                               (a) an original counterpart of this Agreement, duly executed by RUS;

                               (b) the original RUS Guarantee relating to the Bond, duly executed by
                    RUS and

                               (c) an original RUS Certificate relating to the RUS Guarantee and other
                    matters, duly executed by RUS.

                    3.3.2  Opinion of RUS's Counsel re: RUS Guarantee . FFB shall have received a
          copy of the Opinion of RUS's Counsel re: RUS Guarantee.

                    3.3.3  Certificate Specifying Authorized RUS Officials . FFB shall have received
          from RUS a completed and signed Certificate Specifying Authorized RUS Officials.

ARTICLE 4

OFFER OF THE BOND FOR PURCHASE

          The Bond that is to be offered to FFB for purchase under this Agreement shall be offered
          in accordance with the procedures described in this article 4.

           Section 4.1  Delivery of Borrower Instruments to RUS . 

          The Borrower shall deliver to RUS, for redelivery to FFB, the following:

                               (a) all of the Borrower Instruments, each duly executed by the Borrower;

                               (b) an Opinion of Borrower's Counsel re: Borrower Instruments; and

                               (c) a completed and signed Certificate Specifying Authorized Borrower
                    Officials.

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           Section 4.2  Delivery of Principal Instruments by RUS to FFB . 

          RUS shall deliver to FFB all of the following instruments (collectively being the " Principal Instruments ":

                               (a) all of the instruments described in section 4.1 of this Agreement;

                               (b) all of the RUS Instruments, each duly executed by RUS;

                               (c) a copy of the Opinion of RUS's Counsel re: RUS Guarantee; and

                               (d) a completed and signed Certificate Specifying Authorized RUS Officials.

ARTICLE 5

PURCHASE OF THE BOND BY FFB

           Section 5.1  Acceptance or Rejection of Principal Instruments . 

          Within 5 Business Days after delivery to FFB of the Principal Instruments relating to the Bond that is offered for purchase under this Agreement, FFB shall deliver by facsimile transmission (fax) to RUS one of the following:

                               (a) an acceptance notice, which notice shall:

                                         (1) state that the Principal Instruments meet the terms and conditions
                              detailed in article 3 of this Agreement, or are otherwise acceptable to FFB;
                              and

                                         (2) assign a Bond Identifier to the Bond for use by the Borrower and
                              RUS in all communications to FFB making reference to the Bond; or

                               (b) a rejection notice, which notice shall state that one or more of the
                    Principal Instruments does not meet the terms and conditions of this Agreement and
                    specify how such instrument or instruments does not meet the terms and conditions
                    of this Agreement.

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           Section 5.2  Purchase .  

          FFB shall not be deemed to have accepted the Bond offered for purchase under this Agreement until such time as FFB shall have delivered an acceptance notice accepting the Principal Instruments relating to the Bond; provided , however , that in the event that FFB shall make an Advance under the Bond, then FFB shall be deemed to have accepted the Bond offered for purchase.

ARTICLE 6

LOST, STOLEN, DESTROYED, OR MUTILATED BOND

           Section 6.1  Borrower's Agreement .

          In the event that the Bond purchased under this Agreement shall become lost, stolen, destroyed, or mutilated, the Borrower shall, upon the written request of FFB, execute and deliver, in replacement thereof, a new Bond of like tenor, dated and bearing interest from the date to which interest has been paid on such lost, stolen, destroyed, or mutilated Bond or, if no interest has been paid thereon, dated the same date as such lost, stolen, destroyed, or mutilated Bond.  Upon delivery of such replacement Bond, the Borrower shall be released and discharged from any further liability on account of the lost, stolen, or destroyed Bond.  If the Bond being replaced has been mutilated, such mutilated Bond shall be surrendered to the Borrower for cancellation.

           Section 6.2  RUS's Agreement .

          In the event that the Borrower delivers a replacement Bond for a lost, stolen, destroyed, or mutilated Bond, as provided in section 6.1 of this Agreement, RUS shall execute and deliver an RUS Guarantee of the replacement Bond in replacement of the RUS Guarantee of the lost, stolen, destroyed, or mutilated Bond.

           Section 6.3  FFB's Agreement .

          FFB agrees that, upon delivery by RUS of a replacement RUS Guarantee as provided in section 6.2 of this Agreement, RUS shall be released and discharged from any further liability on account of the RUS Guarantee of the lost, stolen, destroyed, or mutilated Bond.

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ARTICLE 7

ADVANCES

           Section 7.1  Commitment . 

          Subject to the terms and conditions of this Agreement, FFB agrees to make Advances under the Bond for the account of the Borrower.

           Section 7.2   Treasury Policies Applicable to Advances .  

          Each of the Borrower and RUS understands and consents to the following Treasury financial management policies generally applicable to all advances of funds:

                               (a) each Advance will be requested by the Borrower, and each Advance
                    Requestwill be approved by RUS, only at such time and in such amount as shall be
                    necessary to meet the immediate payment or disbursing need of the Borrower;

                               (b) Advances for investment purposes, other than to make loans permitted by
                    the Guarantee Authority, will not be requested by the Borrower or approved by
                    RUS;  and

                               (c) all interest earned on any lawful and permitted investment of Advances,
                    other than loans permitted by the Guarantee Authority to be made, in excess of the
                    interest accrued on such Advances, the fee payable under paragraph 9 of the Bond
                    accrued on such Advances, and the guarantee fee payable on such Advances under
                    article IV of the Bond Guarantee Agreement, will be remitted to FFB.

Section 7.3  Conditions to Making Advances .

           FFB shall be under no obligation to make any Advance under the Bond unless and until each of the conditions specified in this section 7.3 is satisfied.

                     7.3.1  Advance Requests .  For each Advance, the Borrower shall have delivered to RUS, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request:

                               (a) shall specify, among other things:

                                        (1) the particular "Bond Identifier" that FFB assigned to this Bond (as
                               provided in section 5.1 of this Agreement;

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                                        (2) the particular amount of funds that the Borrower requests to be
                               advanced (such amount being the " Requested Advance Amount " for the
                               respective Advance);

                                        (3) the particular calendar date that the Borrower requests to be the
                               date on which the respective Advance is to be made (such date being the
                               " Requested Advance Date " for such Advance), which date:

                                                   (A) must be a Business Day; and

                                                   (B) shall be a date that meets the advance notice  requirements
                                         prescribed in section 7.3.2(b) of this Agreement;

                                        (4) the particular bank account to which the Borrower requests that
                               the respective Advance be made; and

                                        (5) the particular calendar date that the Borrower selects to be the
                               date on which the respective Advance is to mature (such date being the
                               " Maturity Date " for such Advance), which date must meet all of the following criteria:

                                                   (A) the Maturity Date for the respective Advance must be
                                          a"Payment Date" (as that term is defined in paragraph 7 of the Bond);

                                                   (B) the Maturity Date for the respective Advance may not be a
                                         date that will occur after the twentieth anniversary of the Requested
                                         Advance Date specified in the respective Advance Request;

                                                   (C) the Maturity Date for the respective Advance may not be a
                                         date that will occur after the particular date specified on page 1 of the
                                         Bond as being the "Final Maturity Date"; and

                                                   (D) the period of time between the Requested Advance Date for
                                         the respective Advance and the Maturity Date for such Advance may
                                          not be less than the period from the Requested Advance Date (if such
                                         date is a Payment Date) or the Payment Date immediately following
                                         the Requested Advance Date (if the Requested Advance Date is not a
                                         Payment Date) to the next Payment Date; and

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                                            (6) with respect to each Advance for which the Borrower selects a
                                 Maturity Date that will occur on or after the fifth anniversary of the
                               Requested Advance Date specified in the respective Advance Request, the
                               particular prepayment/ refinancing privilege that the Borrower elects to apply
                               to the respective Advance (i.e. either the Market Value
                               Prepayment/Refinancing Privilege described in section 11.2 of this
                               Agreement or the Fixed Premium Prepayment/Refinancing Privilege
                               described in section 11.3 of this Agreement); and

                          (b) shall have been duly executed by an official of the Borrower whose name
             and signature appear on the Certificate Specifying Authorized Borrower Officials
             delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and

                          (c) shall have been received by FFB not later than a Business Day that meets the
             advance notice requirements prescribed in section 7.3.2(b) of this Agreement.

                    7.3.2  Advance Request Approval Notice .  For each Advance, RUS shall have delivered to FFB the Borrower's executed Advance Request, together with RUS's executed Advance Request Approval Notice, which Advance Request Approval Notice:

                           (a) shall have been duly executed on behalf of RUS by an official of RUS
             whose name and signature appear on the Certificate Specifying Authorized
             RUS Officials delivered to FFB pursuant to section 3.3.3  of this Agreement; and

                           (b) shall have been received by FFB consistent with the following advance
             notice requirements:

                                        (1) if the Requested Advance Amount specified in the respective                           Advance Request is less than $500,000,000, the Advance Request and the
                          related Advance Request Approval Notice must be received by FFB on or before
                          the third Business Day before the Requested Advance Date specified in such
                          Advance Request; and

                                        (2) if the Requested Advance Amount specified in the respective
                          Advance Request is equal to or greater than $500,000,000, the Advance Request
                          and the Related Advance Request Approval Notice must be received by FFB on
                          or before the fifth Business

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                          Day before the Requested Advance Date specified in such Advance Request.

                          7.3.3  Telephonic Confirmation of Authenticity of Advance Request Approval
              Notices .  For each Advance, FFB shall have obtained telephonic confirmation of the
             authenticity of the related Advance Request Approval Notice from an official of RUS (a)
             whose name, title, and telephone number appear on the Certificate Specifying
             Authorized RUS Officials that has been delivered by RUS to FFB pursuant to section
             3.3.3 of this Agreement; and (b) who is not the same official of RUS who executed the
             Advance Request Approval Notice on behalf of RUS.

                    7.3.4  Bond Maximum Principal Amount Limit .  At the time of making any
             Advance under the Bond, the amount of such Advance, when added to the aggregate
             amount of all Advances previously made under the Bond, shall not exceed the maximum
             principal amount of the Bond.

                    7.3.5  Conditions Specified in Other Agreement .  Each of the conditions specified in
             the Bond Guarantee Agreement as being conditions to making Advances under the Bond
             shall have been satisfied or waived in writing.

           Section 7.4  Amount and Timing of Advances .  

          FFB shall make each Advance in the Requested Advance Amount specified in the respective Advance Request and on the Requested Advance Date specified in the respective Advance Request, subject to satisfaction of the conditions specified in section 7.3 of this Agreement and subject to the following additional limitations:

                    (a) in the event that the Requested Advance Date specified in the respective
          Advance Request is not a Business Day, FFB shall make the respective Advance on the
          first day thereafter that is a Business Day;  

                     (b) in the event that the respective Advance Request and the related
          Advance Request Approval Notice are not received by FFB consistent with the
          applicable advance notice requirement prescribed in section 7.3.2(b) of this
          Agreement, FFB shall make the respective Advance as soon as practicable
          thereafter, but in any event not later than the expiration of the applicable advance
          notice period, unless the Borrower delivers to FFB and RUS a written
          cancellation of such Advance Request or a replacement Advance Request
          specifying a Requested Advance Date later than the expiration of the applicable
          advance notice period; and

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                     (c) in the event that the respective Advance Request and the related
          Advance Request Approval Notice are received by FFB, and the Requested
          Advance Amount specified in such Advance Request, when added to the
          aggregate principal amount of:

                               (1) all Advances made to the Borrower under the Bond, and

                               (2) all advances of funds made by FFB to the Borrower under any other
                    future advance bond issued by the Borrower to FFB and guaranteed by RUS
                    under the Guarantee Authority,

          during the immediately preceding 10 Business Days, shall cause the resulting
          sum to exceed $2,000,000,000, then FFB shall make the Advance as soon as
          practicable thereafter, but in any event not later than the tenth Business Day after
          the date of receipt, unless the Borrower delivers to FFB and RUS a written
          cancellation of such Advance Request or a replacement Advance Request
          specifying a Requested Advance Date later than the tenth Business Day after the
          date of receipt; and

                     (d) in the event that an Uncontrollable Cause prevents FFB from making the
          respective Advance on the Requested Advance Date specified in the respective Advance
          Request, FFB shall make such Advance as soon as such Uncontrollable Cause ceases to
          prevent FFB from making such Advance, unless the Borrower delivers to FFB and RUS
          a written cancellation of such Advance Request or a replacement Advance Request
          specifying a Requested Advance Date later than when such Uncontrollable Cause ceases
          to prevent FFB from making such Advance.  

           Section 7.5  Type of Funds and Means of Advance .  

          Each Advance shall be made in immediately available funds by electronic funds transfer to such bank account(s) as shall have been specified in the respective Advance Request.

           Section 7.6   Interest Rate Applicable to Advances .

                    7.6.1  Initial Rate Determinations .  The rate of interest applicable to each Advance
          made under the Bond shall be established as provided in paragraph 6 of the Bond, subject
          to section 7.6.2 of this Agreement.

                    7.6.2  Rate Re-determinations .  In the event the Borrower elects to extend the
          maturity of all or any portion of the outstanding principal amount of any Advance, as
          provided in paragraph 15 of the Bond, or to refinance all or

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          any portion of the outstanding principal amount of any Advance, as provided in paragraph
          17 of the Bond, then the rate of interest applicable to the outstanding principal amount of
          such Advance shall be re-determined by FFB in accordance with the terms of paragraph 15
          or 17 of the Bond, as the case may be.

           Section 7.7  Interest Rate Confirmation Notices .

          7.7.1  Initial Rates .  After making each Advance, FFB shall deliver, by facsimile
          transmission, to the Borrower and RUS written confirmation of the making of the
          respective Advance, which confirmation shall:

                               (a) state the date on which such Advance was made;

                               (b) state the interest rate applicable to such Advance; and

                               (c) assign an Advance Identifier to such Advance for use by the Borrower and
                    RUS in all communications to FFB making reference to such Advance.

                    7.7.2  Re-determined Rates .  In the event that the rate of interest applicable to the
          outstanding principal amount of any Advance is re-determined as provided in
          section 7.6.2. of this Agreement, FFB shall deliver, by facsimile transmission, to the
          Borrower and RUS written confirmation of the re-determination of such interest rate,
          which confirmation shall state the date on which the applicable interest rate was re-
          determined for such Advance and the re-determined interest rate.

           Section 7.8  Borrower's Agreement .

          The Borrower hereby agrees that each Advance made by FFB in accordance with an RUS-approved Advance Request delivered to FFB shall reduce, by the amount of the respective Advance made, FFB's remaining commitment in section 7.1 of this Agreement to make Advances under the Bond.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES BY THE BORROWER

          The Borrower makes to FFB each of the representations and warranties made by the Borrower to RUS in paragraphs (a), (b), (c), (d), (e), (f), (g), and (j) of section 8.2 of the Bond Guarantee Agreement, and each of those representations and

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warranties of the Borrower are incorporated herein by reference as if set out in full herein.

ARTICLE 9

BILLING BY FFB

           Section 9.1  Billing Statements to the Borrower and RUS .

          After making each Advance, FFB shall prepare a billing statement detailing the amounts owed on the respective Advance and when such amounts are due.  FFB shall deliver, by facsimile transmission, each such billing statement to the Borrower and RUS.

           Section 9.2  Failure to Deliver or Receive Billing Statements No Release .   

          Failure on the part of FFB to deliver any billing statement or failure on the part of the Borrower or RUS to receive any billing statement shall not, however, relieve the Borrower of any of its payment obligations under the Bond or this Agreement or relieve RUS from any of its payment obligations under the RUS Guarantee or this Agreement.

           Section 9.3   FFB Billing Determinations Conclusive .

                    9.3.1  Acknowledgment and Consent .  The Borrower and RUS each acknowledge
          that FFB has described to it the rounding methodology employed by FFB in calculating the
          amount of accrued interest owed at any time on the Bond, and the Borrower and RUS each
          consent to this methodology.

                    9.3.2  Agreement .  The Borrower and RUS each agree that any and all
           determinations made by FFB shall be conclusive and binding upon the Borrower and RUS
           with respect to the amount of accrued interest owed on the Bond determined using this
           rounding methodology.

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ARTICLE 10

PAYMENTS TO FFB AND RUS

           Section 10.1  Manner and Timing of Payment .

          Each amount that becomes due and owing on the Bond purchased under this Agreement shall be paid when and as due, as provided in the Bond.

           Section 10.2  Application of Payments .

                    10.2.1  Priority of Payments .  Each payment made on the Bond shall be applied,
          first, to the payment of Late Charges (if any) payable under paragraphs 11 and 18 of the
          Bond, then to the payment of premiums (if any) payable under paragraphs 16 and 17 of the
          Bond, then to the payment of unpaid accrued interest, then on account of outstanding
          principal, and then to the payment of the fee payable under paragraph 9 of the Bond.

                    10.2.2  Agreement between FFB and RUS .  RUS agrees to transfer to FFB payments
          received by RUS under the Bond in such amounts as may be necessary to conform with
          the priority of payment requirements contained in section 10.2.1 of this Agreement.

ARTICLE 11

BORROWER'S PRIVILEGES TO PREPAY OR REFINANCE ADVANCES

           Section 11.1  Automatic Application or Required Election .

          The prepayment/refinancing privilege described in section 11.2 of this Agreement shall apply automatically to each Advance that has a Maturity Date that will occur before the fifth anniversary of the Requested Advance Date specified in the respective Advance Request.  With respect to each Advance for which the Borrower has selected a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the Borrower must elect, at the time of requesting the respective Advance, the particular prepayment/refinancing privilege that is to apply to such Advance from between the options described in sections 11.2 and 11.3 of this Agreement.

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           Section 11.2  "Market Value Prepayment/Refinancing Privilege" .

          If the prepayment/refinancing privilege described in this section 11.2 applies to an Advance (such privilege being the  " Market Value Prepayment/Refinancing Privilege "), the Borrower shall have the privilege to prepay such Advance (as provided in paragraph 16 of the Bond) or to refinance such Advance (as provided in paragraph 17 of the Bond) at a prepayment or refinancing price that will include, in either case, a premium (or discount credit) equal to the difference between:

                     (a) the price for such Advance that would, if such Advance (including all unpaid
          interest accrued thereon through the date of prepayment or refinancing, as the case may
          be) were purchased by a third party and held to the "Maturity Date" applicable to the
          Advance, produce a yield to the third-party purchaser for the period from the date of
          purchase to such Maturity Date substantially equal to the interest rate that would be set on
          a loan from the Secretary of the Treasury to FFB to purchase an obligation having a
          payment schedule identical to the payment schedule of such Advance for the period from
          the date of prepayment or refinancing, as the case may be, to such Maturity Date; and

                     (b) the sum of:

                               (1) the outstanding principal amount of such Advance on the date of
                    prepayment or refinancing, as the case may be; and

                               (2) all unpaid interest accrued on such Advance through the date of
                    prepayment or refinancing, as the case may be,

(the difference between the price described in paragraph (a) of this section 11.2 and the sum of the amounts described in paragraph (b) of this section 11.2 being the " Market Value Premium (or Discount) "; if the price described in paragraph (a) is greater than the sum of the amounts described in paragraph (b), that difference is the premium; if the price described in paragraph (a) is less than the sum of the amounts described in paragraph (b), that difference is the discount credit).  The price described in paragraph (a) of this section 11.2 shall be calculated by the United States Department of the Treasury as of the close of business on the second Business Day before the date of prepayment or refinancing, as the case may be, using standard calculation methods of the United States Department of the Treasury.  FFB shall provide the Borrower and RUS with written notice of the price described in paragraph (a) of this section 11.2 promptly upon completing the calculation.

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           Section 11.3  "Fixed Premium Prepayment/Refinancing Privilege" .

                    11.3.1 Required Election and Selection .  If the prepayment/refinancing privilege
          described in this section 11.3 applies to such Advance (such privilege being the " Fixed
           Premium Prepayment/Refinancing Privilege "), the Borrower shall have the privilege to
          prepay such Advance (as provided in paragraph 16 of the Bond) or to refinance such
          Advance (as provided in paragraph 17 of the Bond) at a prepayment or refinancing price
          that will include, in either case, a fixed premium determined by FFB at the time of such
          prepayment or refinancing, based on both the no-call period election described in section
          11.3.2 of this Agreement and the premium selection described in section 11.3.3 of this
          Agreement made by the Borrower at the time of requesting such Advance.

                    11.3.2  "No-Call Period Election" .  First, the Borrower must elect whether or not the
          Fixed Premium Prepayment/ Refinancing Privilege that is to apply to the respective
          Advance shall include a 5-year period during which such Advance shall not be eligible for
          any prepayment or refinancing (such time period being a " No-Call Period ").  The options
          are: 

                               (a) " yes " -- the Borrower elects to have the Fixed Premium
                    Prepayment/Refinancing Privilege include a 5‑year No‑Call Period, i.e. , the
                    Borrower shall have the privilege to prepay the respective Advance (as provided in
                    paragraph 16 of the Bond) or to refinance such Advance (as provided in paragraph
                    17 of the Bond) on or after (but not before):

                                         (1) the fifth anniversary of the Requested Advance Date for such
                              Advance (if such fifth anniversary date is a Payment Date); or

                                         (2) the first Payment Date to occur after the fifth anniversary of the
                              Requested Advance Date for such Advance (if such fifth anniversary date is
                              not a Payment Date),

           (in either case, such date being the " First Call Date " for such Advance); or

                               (b) " no " -- the Borrower elects to have the Fixed Premium
                    Prepayment/Refinancing Privilege not include a 5-year No-Call Period, i.e. , the
                    Borrower shall have the privilege to prepay the respective Advance (as provided in
                    paragraph 16 of the Bond) or to refinance

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                    such Advance (as provided in paragraph 17 of the Bond) on any Business Day.

                    11.3.3  "Premium Selection" .  Second, the Borrower must select the particular fixed
          premium that will be required in connection with any prepayment or refinancing of the
          respective Advance.  The options are:

                               (a) " 10 percent premium declining over 10 years " ‑‑ the price for any
                    prepayment or refinancing of the respective Advance shall include a premium equal
                    to 10 percent of the amount of principal being prepaid or refinanced, as the case may
                    be, multiplied by a fraction:

                                         (1) the numerator of which is the number of Payment Dates that occur
                              between:

                                                   (A) in the case of a prepayment, the date of prepayment (if such
                                        date is a Payment Date) or the Payment Date immediately preceding the
                                        date of prepayment (if the date of prepayment is not a Payment Date),
                                        and, in the case of a refinancing, the date of refinancing, which date, in
                                        either case, shall be included in computing the number of Payment
                                        Dates; and

                                                   (B) the tenth anniversary of the applicable First Call Date (if the
                                        Borrower elected to have the prepayment/refinancing privilege include
                                        a 5-year No- Call Period) or the tenth anniversary of the Requested
                                        Advance Date (if the Borrower elected to have the 
                                        prepayment/refinancing privilege not include a 5‑year No-Call Period),
                                        which date, in either case, shall be excluded in computing the number of
                                        Payment Dates; and

                                         (2) the denominator of which is 40,

                    and no premium on or after the tenth anniversary of the applicable First Call Date (if
                    the Borrower elected to have the prepayment/refinancing privilege include a 5‑year
                    No-Call Period) or the tenth anniversary of the Requested Advance Date (if the
                    Borrower elected to have the prepayment/refinancing privilege not include a 5‑year
                    No-Call Period);

                               (b) " 5 percent premium declining over 5 years " -- the price for any
                    prepayment or refinancing of the respective Advance shall include a premium equal
                    to

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                    5 percent of the amount of principal being prepaid or refinanced, as the case may be,
                    multiplied by a fraction:

                                         (1) the numerator of which is the number of Payment Dates that
                               occur between:

                                         (A) in the case of a prepayment, the date of prepayment (if
                               such date is a Payment Date) or the Payment Date immediately
                               preceding the date of prepayment (if the date of prepayment is not
                               a Payment Date), and, in the case of a refinancing, the date of
                               refinancing, which date, in either case, shall be included in
                               computing the number of Payment Dates; and

                                         (B) the fifth anniversary of the applicable First Call Date
                               (if the Borrower elected to have the prepayment/refinancing
                               privilege include a 5-year No-Call Period) or the fifth anniversary
                               of the Requested Advance Date (if the Borrower elected to have
                               the prepayment/refinancing privilege not include a 5‑year No-
                               Call Period), which date, in either case, shall be excluded in
                               computing the number of  Payment Dates; and

                                         (2) the denominator of which is 20,

          and no premium on or after the fifth anniversary of the applicable First Call Date (if the
          Borrower elected to have the prepayment/refinancing privilege include a 5‑year No-Call
          Period) or the fifth anniversary of the Requested Advance Date (if the Borrower elected to
          have the prepayment/refinancing privilege not include a 5‑year No-Call Period); or

                     (c) " par " -- the price for any prepayment or refinancing of the respective Advance
          shall include no premium.

                    11.3.4  Standard for Calculating FFB Financing Options Fee for Fixed-Premium
           Prepayment/Refinancing Privilege .  The fee assessed by FFB and payable by the Borrower
          to have the Fixed-Premium Prepayment/Refinancing Privilege described in this
          section 11.3 to apply to any Advance (such fee being an " FFB Financing Options Fee ")
          shall be established on the basis of the determination made by FFB described in paragraph
          6(d) of the Bond.

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                    11.3.5  Calculation and Notification of FFB Financing Options Fee for Fixed-
           Premium Prepayment/Refinancing Privilege .  FFB shall make the determination described
          in section 11.3.4 of this Agreement for each Advance to which the Borrower has elected to
          have the Fixed-Premium Prepayment/Refinancing Privilege apply, at the time of the
          establishment of the particular basic interest rate that is to apply to the respective Advance. 
          After making such determination for each Advance, FFB shall notify the Borrower and
          RUS of the particular FFB Financing Options Fee (expressed in terms of a basis point
          increment) that is assessed by FFB and payable by such Borrower for such Fixed-Premium
          Prepayment/Refinancing Privilege in the particular interest rate confirmation notice
          relating to such Advance to be delivered by FFB in accordance with section 7.7 of this
          Agreement.

           Section 11.4  New Notices and Billing Statements After Refinancings .

          In the event of a refinancing of any Advance, FFB shall provide the Borrower and RUS with a new interest rate confirmation notice and a new billing statement reflecting the new interest rate applicable to such Advance.

ARTICLE 12

BOND SERVICING AND RELATED DUTIES AND RIGHTS

           Section 12.1  Custody of Bond .

          Subject to section 15.4 of this Agreement, RUS shall have custody, as agent for FFB, of the original Bond that has been purchased by FFB under this Agreement until all amounts that are owed under the Bond have been paid in full or until such time as actual possession of the original Bond has been requested by FFB. If FFB requests RUS for actual possession of the original Bond, RUS shall promptly deliver the original Bond to FFB.

           Section 12.2  RUS Duties as Bond Servicer and Guarantor .

                    12.2.1  Bond Servicing To Be Performed by RUS .  Bond servicing shall be
          performed by RUS, as agent for FFB, for so long as FFB shall be the Holder of the Bond.
          Payment by FFB for RUS's servicing of the Bond shall be made in accordance with section
          12.3 hereof.

                    12.2.2  Bond Servicing Duties .  As a part of servicing the Bond, RUS shall:

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                               (a) serve as principal point of contact for the Borrower with respect to any
                    questions that the Borrower may have about its borrowings from FFB;

                               (b) hold, as agent for FFB, the original Bond in accordance with the terms of
                     section 12.1 hereof;

                               (c) prepare and deliver to the Borrower billing statements, which billing
                    statements shall reflect the terms of the billing statements prepared by FFB and
                    delivered to RUS showing amounts owed with respect to each Advance made under
                    the Bond;

                               (d) collect, as agent for FFB, all amounts paid by the Borrower under the
                    Bond; and

                               (e) turn over to FFB all amounts collected under clause (d) of this
                    section 12.2.2 when and as due under the Bond.

           Section 12.3  Bond Servicing Fee .

          RUS shall be compensated for performing the bond servicing described in this article 12 by deducting from the fee assessed by FFB under paragraph 9 of the Bond and collected by RUS an amount equal to the cost to RUS, as determined by RUS, of performing the bond servicing, provided , however , that the cost to RUS of performing bond servicing for any time period shall not exceed the fee assessed by FFB under paragraph 9 of the Bond for the same time period.

           Section 12.4  Liability and Rights of RUS as Guarantor .

                    12.4.1   Liability as Guarantor .  If the Bond is in payment default, RUS shall be
          liable to FFB in accordance with the terms of the RUS Guarantee, without regard to the
          sufficiency of the security or the remedies RUS may enforce against the Borrower.

                    12.4.2  Rights as Guarantor .  In consideration of the RUS Guarantee, RUS shall
          have the sole authority (vis-a-vis FFB), if the Bond is in payment default, in respect of
          acceleration of the Bond, the exercise of other available remedies, and the disposition of
          sums or property recovered.

           Section 12.5  Bond Payments Made by RUS .

                    12.5.1  General .  RUS and FFB understand and agree that RUS, in its combined
          capacity as both bond servicer and guarantor of the Bond, shall pay to FFB all amounts
          due and

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          owing under the Bond, when and as those amounts are due and payable under the terms of
          the Bond.

                               (a) Bond Servicing Payments.  As bond servicer, RUS shall make payments
                    by turning over to FFB, when and as due under the Bond, all amounts that have been
                    collected by RUS under section 12.2.2(d) of this Agreement. 

                               (b) Bond Guarantee Payments.  As guarantor, RUS shall pay to FFB, when
                    and as due under the Bond, the difference, if any, between the amounts that are
                    owed to FFB under the terms of the Bond and the amounts that have been collected
                    under section 12.2.2(d) of this Agreement. 

                    12.5.2  RUS Payments To Be Made by Book Transfer .  RUS shall make each
          payment under section 12.5.1 of this Agreement by internal transfer of funds on the books
          of the United States Department of the Treasury from the account of RUS to the account of
          FFB specified by FFB from time to time.

                    12.5.3  Late Charges .  Subject to section 12.5.4 of this Agreement, in the event that
          RUS shall fail to make any payment under section 12.5.1 of this Agreement when and as
          that payment by RUS to FFB is due (any such amount being then an " Overdue Amount "),
          the amount payable shall be that Overdue Amount with interest thereon (such interest
          being the " Late Charge ").  The Late Charge shall accrue from the scheduled date of
          payment for the Overdue Amount (taking into account any Business Day adjustments
          under the Bond) to the actual date on which payment is made.  The Late Charge applicable
          to RUS shall be calculated in the same manner as Late Charges applicable to the Borrower
          are calculated under the Bond.

                    12.5.4  Uncontrollable Cause .  In the event that RUS is prevented by an
          Uncontrollable Cause from making any payment under section 12.5.1 of this Agreement at
          the time or in the manner as RUS is required to make that payment, then RUS shall make
          that payment as soon as the respective Uncontrollable Cause ceases to prevent RUS from
          making that payment.  The amount that is then due and owing that is not paid due to an
          Uncontrollable Cause for RUS shall bear interest at the 91-day loan rate then established
          by FFB based on a determination made by the Secretary of the Treasury pursuant to
          section 6(b) of the FFB Act, such rate being subject to re-determination at 91-day intervals
          if the amount due and owing is not paid.

                    12.5.5  No Modification of Times for Payment . Nothing in section 12.5.3 or
          section 12.5.4 of this

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          Agreement shall be construed as permitting or implying that RUS may, without the
          prior written consent of FFB, modify, extend, alter, or affect in any manner
          whatsoever (except as explicitly provided herein) the right of FFB to receive any
          and all payments on account of the Bond when and as due under the Bond.

                    12.5.6  Bond Assignment upon Payment in Full .  Upon payment by RUS to FFB of
          all amounts required to be paid by RUS to FFB under section 12.5.1 of this Agreement
          with respect to the Bond , FFB shall assign and transfer to RUS all rights held by FFB in
          that Bond.

ARTICLE 13

AGREEMENTS AND OTHER RIGHTS OF RUS

           Section 13.1  Delivery of Replacement Certificates Specifying Authorized RUS Officials .  

                    13.1.1  Annual Replacement Certificates .  Promptly after the commencement of
          each fiscal year, RUS shall deliver to FFB a Certificate Specifying Authorized RUS
          Officials, updated as appropriate, in replacement of the original such certificate delivered
          pursuant to section 4.2(d) hereof.

                    13.1.2  Replacement Certificates within any Fiscal Year .   RUS may at any time
          within any fiscal year deliver to FFB a revised Certificate Specifying Authorized RUS
          Officials, updated as appropriate, in replacement of the annual certificate delivered
          pursuant to section 13.1.1 hereof.

           Section 13.2  Certain Agreements of RUS and FFB .  

                    13.2.1  Agent for Compliance Purposes .  In the event that FFB shall become subject
          to any duties under any applicable law or regulation solely because of its providing or
          having provided financing under the Bond, RUS shall serve as agent for FFB to the fullest
          extent permitted under that law or regulation in connection with satisfying the
          requirements of that law or regulation.

                    13.2.2  RUS's Agreement Regarding Its Appointment as Agent for FFB . 
          Recognizing the legitimate needs of FFB to ensure that RUS, as compliance agent for
          FFB, has performed all duties to which FFB becomes subject under any applicable law or
          regulation solely because of providing or having provided financing under the Bond, and
          with RUS and FFB

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          expressing their intent to cooperate in connection with the exchange of information related
          thereto, RUS agrees:

                               (a) to deliver to representatives of FFB or its designate, when requested to do
                    so by FFB or its designate, actual possession of the original of any certificate, report,
                    document, or paper collected or prepared by RUS, as compliance agent for FFB; or

                               (b) at the option of FFB, to permit representatives of FFB or its designate,
                    during reasonable business hours, to have access to, and to inspect and make copies
                    of, any and all certificates, reports, documents, or papers collected or prepared by
                    RUS, as compliance agent for FFB.

                    13.2.3  Litigation Cooperation .  When requested to do so by FFB, RUS shall
          cooperate with FFB in the prosecution or defense of any litigation that FFB may institute
          against any Person other than RUS or to which FFB is named as a party, as the case may
          be, arising out of FFB providing or having provided financing under the Bond. 

           Section 13.3  Reimbursement .

          13.3.1  RUS's Agreement to Reimburse .  To the extent permitted by applicable law and
          subject to the availability of funds, RUS agrees to reimburse FFB (but not any successor,
          assignee or transferee of FFB) for any and all liabilities, losses, costs, or expenses of any
          nature that may be imposed upon, incurred by, or asserted against FFB by any Person
          other than RUS in any way relating to or arising out of FFB providing or having provided
          financing under the Bond, but specifically excluding any liability, loss, cost or expense
          relating to or arising out of any sale, assignment, or other transfer by FFB, pursuant to
          section 15.4 hereof, of all or any part of the Bond.

                    13.3.2  RUS's Agreement to Seek Appropriations .  In the event that no funds are
          available to RUS at the time that RUS needs funds to reimburse FFB as contemplated by
          section 13.3.1 hereof, RUS agrees that it will diligently seek to obtain additional
          appropriations for that purpose.

                    13.3.3  FFB's Agreement to Deliver Notice .  Solely for the purpose of assisting RUS
          in mitigating the extent of any reimbursement contemplated by section 13.3.1 hereof, FFB
          agrees that it will deliver notice to RUS of any and all liabilities, losses, costs, or expenses
          imposed upon, incurred by, or asserted against FFB promptly after FFB has actual
          knowledge of the imposition, incurrence, or assertion of such liability, loss, cost, or
          expense.

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           Section 13.4  Effect of RUS's Nonperformance .

          In the event that RUS shall fail to fulfill any of its agreements in this article 13, FFB shall nevertheless continue to make Advances under the Bond before the date of the respective failure. 

           Section 13.5  Right of RUS to Purchase Advances and Bonds .

                    13.5.1  RUS's Right .  Notwithstanding the provisions of the Bond, RUS may
          purchase from FFB all or any portion of any Advance that has been made under the Bond,
          or may purchase from FFB the Bond in its entirety, in either case in the same manner, at
          the same price, and subject to the same limitations as shall be applicable, under the terms
          of the Bond, to a prepayment by the Borrower of all or any portion of any Advance that
          has been made under the Bond, or a prepayment by the Borrower of the Bond in its
          entirety, as the case may be.

                    13.5.2  Borrower's Acknowledgement of RUS's Right .  Notwithstanding the
          provisions of the Bond, the Borrower acknowledges that RUS may purchase from FFB all
          or any portion of any Advance that has been made under the Bond, or may purchase from
          FFB the Bond in its entirety, in the same manner, at the same price, and subject to the
          same limitations as shall be applicable, under the terms of the Bond, to a prepayment by
          the Borrower of all or any portion of any Advance made under the Bond, or a prepayment
          by the Borrower of the Bond in its entirety, as the case may be.

ARTICLE 14

EFFECTIVE DATE, TERM, SURVIVAL

           Section 14.1  Effective Date .  

          This Agreement shall be effective as of the date first above written.

           Section 14.2  Term of Commitment to Make Advances .  

          The obligation of FFB under this Agreement to make Advances under the Bond issued by the Borrower shall expire on the "Last Day for an Advance" specified in the Bond.

           Section 14.3  Survival .  

                    14.3.1  Representations, Warranties, and Certifications .  All representations,
          warranties, and

BOND PURCHASE AGREEMENT - page 27

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          certifications made by the Borrower in this Agreement, or in any agreement, instrument, or
          certificate delivered pursuant hereto, shall survive the execution and delivery of this
          Agreement, the purchasing of the Bond hereunder, and the making of Advances
          thereunder.

                    14.3.2  Remainder of Agreement .  Notwithstanding the occurrence and passage of
          the Last Day for an Advance, the remainder of this Agreement shall remain in full force
          and effect until all amounts owed under this Agreement and the Bond purchased by FFB
          under this Agreement have been paid in full.

ARTICLE 15

MISCELLANEOUS

           Section 15.1  Notices . 

                    15.1.1  Addresses of the Parties . All notices and other communications
          hereunder or under the Bond to be made to any party shall be in writing and shall be
          addressed as follows:

                               To FFB:

                                              Federal Financing Bank
                                              Main Treasury Building
                                              1500 Pennsylvania Avenue, NW
                                              Washington, DC  20220

                                              Attention:  Manager

                                              Telephone No.     (202) 622-2470
                                              Facsimile No.      (202) 622-0707

                               To the Borrower:

                                              National Rural Utilities Cooperative
                                                    Finance Corporation
                                              2201 Cooperative Way
                                              Herndon, VA  20171-3025

                                              Attention:  Chief Financial Officer

 

                                              Telephone:     (703) 709-6718
                                              Facsimile:       (703) 709-6779

                                  with a copy to :

BOND PURCHASE AGREEMENT - page 28

RUS

                                              National Rural Utilities Cooperative
                                                   Finance Corporation
                                              2201 Cooperative Way
                                              Herndon, VA  20171-3025

                                              Attention:  General Counsel

 

                                              Telephone:  (703) 709-6712
                                              Facsimile:  (703) 709-6811

                               To RUS:

                                              Rural Utilities Service
                                              U.S. Department of Agriculture
                                              1400 Independence Avenue, SW
                                              Washington, DC  20250

                                              Attention:  Administrator

                                              Telephone:  (202) 720-9540
                                              Facsimile:  (202) 720-1725

          The address, telephone number, or facsimile number for any party may be changed at any
          time and from time to time upon written notice given by such changing party to the other
          party hereto.

                    15.1.2  Permitted Means of Delivery .  A properly addressed Advance Request,
          Advance Request Approval Notice, other notice, or other communication to FFB shall be
          deemed to have been delivered if it is sent by facsimile (fax) transmission.  A properly
          addressed notice or other communication to the Borrower shall be deemed to have been
          delivered if it is sent by facsimile (fax) transmission.  A properly addressed Advance
          Request, notice, or other communication to RUS shall be deemed to have been delivered if
          it is sent by facsimile (fax) transmission, provided that RUS shall receive the original of
          such faxed Advance Request, notice, or other communication within 5 Business Days.

                    15.1.3  Effective Date of Delivery .  A properly addressed notice or other
           communication shall be deemed to have been "delivered" for purposes of this Agreement:

                               (a) if made by personal delivery, on the date of such personal delivery;

                               (b) if mailed by first class mail, registered or certified mail, express mail, or
                    by any commercial overnight courier service, on the date that such mailing is
                    received;

BOND PURCHASE AGREEMENT - page 29

RUS

                               (c) if sent by facsimile (fax) transmission:

                                         (1) if the transmission is received and receipt confirmed before 4:00
                              p.m. (Washington, DC, time) on any Business Day, on the date of such
                              transmission; and

                                         (2) if the transmission is received and receipt confirmed after 4:00 p.m.
                               (Washington, DC, time) on any Business Day or any day that is not a
                              Business Day, on the next Business Day.

                    15.1.4  Notices to FFB to Contain FFB Identification References .  All notices to
          FFB making any reference to either the Bond or any Advance made thereunder shall
          identify the Bond or such Advance by the Bond Identifier or the respective Advance
          Identifier, as the case may be, assigned by FFB to the Bond or such Advance.

           Section 15.2  Amendments .

          No provision of this Agreement may be amended, modified, supplemented, waived, discharged, or terminated orally but only by an instrument in writing duly executed by each of the parties hereto.

           Section 15.3  Successors and Assigns . 

          This Agreement shall be binding upon and inure to the benefit of each of FFB, the Borrower, and RUS, and each of their respective successors and assigns.

           Section 15.4  Sale or Assignment of Bond .

                    15.4.1  Sale or Assignment Permitted .  Subject to the agreement in the immediately
          following sentence, FFB may sell, assign, or otherwise transfer all or any part of the Bond
          or any participation share thereof.  FFB agrees not to sell, assign, or otherwise transfer all
          or any part of the Bond or all or any part of the right to receive the principal of and interest
          on the Bond or any participation share thereof to a purchaser, assignee, or transferee that is
          not an agency or instrumentality of the United States or a trust fund or other government
  &