AGREEMENT AND GENERAL RELEASE

Exhibit 10.20

AGREEMENT AND GENERAL RELEASE

AGREEMENT AND GENERAL RELEASE ("Agreement and Release") made as of this 30th day of January, 2009, by and between Henry D. Edelman ("Edelman") and the Federal Agricultural Mortgage Corporation ("Farmer Mac").

WHEREAS, Edelman and Farmer Mac (herein after collectively, the "Parties") desire to resolve and settle in full any and all claims in respect of his employment with Farmer Mac, or otherwise, that Edelman or Farmer Mac have raised or which they could have raised prior to the date Edelman or Farmer Mac execute this Agreement and Release or hereafter; and

WHEREAS, the Parties are entering into this Agreement and Release for the mutual purposes of avoiding the burdens and expense of litigation and for terminating any and all relationships between Farmer Mac and Edelman;

NOW, THEREFORE, in exchange for and in consideration of the mutual promises, warranties and representations under taken herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1.           Edelman's Employment Agreement with Farmer Mac, dated as of May 5, 1989, as amended from time-to-time, is hereby amended as set forth in Exhibit A hereto, effective as of February 1, 2009 (as so amended, the "Employment Contract").  The provisions of the Employment Contract as hereby amended are incorporated by reference into this Agreement and Release as if they were set forth herein in their entirety.

2.           In full satisfaction of all cash payments owed by Farmer Mac to Edelman hereunder, under the Employment Contract, or in connection with Edelman's employment at Farmer Mac, Farmer Mac shall pay the following amounts:

(a)         Edelman's current annual base salary through January 31, 2009, less all applicable withholding taxes and deductions, to be paid by Farmer Mac to Edelman pursuant to Farmer Mac's normal payroll procedures; and

(b)         $1,059,487.50 (the "Cash Payment"), which is equal to (i) two times Edelman's current annual base salary minus (ii) the amount of base salary paid to Edelman with respect to the period from (and including) November 30, 2008 through January 31, 2009, less all applicable withholding taxes and deductions, to be paid by Farmer Mac by delivering, within five (5) calendar days after the Effective Date (as defined in Section 27 below), to Edelman's attorney, Stephen Andrews, Esq., at Williams & Connolly, a check payable to the order of "Henry D. Edelman."

If, on or before the date that Farmer Mac files its Annual Report on Form 10-K for the year ended December 31, 2008, Farmer Mac has determined that Farmer Mac is not in compliance with either its minimum capital requirement or risk-based capital requirement as set forth in the Agricultural Credit Act of 1987 (12 U.S.C. §§ 2279aa et seq.), as amended, as of December 31, 2008, Farmer Mac shall provide notice thereof to Edelman.  Within ten (10) calendar days after receipt of such notice, Edelman shall pay to Farmer Mac, in cash or immediately available funds, an amount equal to the Cash Payment and Edelman shall forfeit all rights to the Cash Payment.

If Edelman returns to Farmer Mac an amount equal to the Cash Payment as provided in the preceding paragraph, Edelman may, in his sole discretion, upon written notice to Farmer Mac, rescind this entire Agreement and Release, rendering it void and without effect ab initio.  Should Edelman exercise this right of rescission, Farmer Mac agrees not to assert in any legal proceeding hereafter commenced by or on behalf of Edelman the running of the statute of limitations or any other time-related defense with respect to the period from the date of Edelman’s execution of this Agreement and Release through and including the date Edelman exercises this right of rescission, and Farmer Mac further agrees that, for purposes of claim accrual only, Farmer Mac will not assert that Edelman’s employment was terminated any earlier than the date of rescission, nor will it offer this Agreement in evidence or reference its terms for any purpose in subsequent legal proceedings.

Edelman acknowledges and agrees that he is not entitled to any payment from Farmer Mac in excess of the Cash Payment.  Edelman shall be issued a Form W-2 that reflects as compensation all amounts paid to Edelman pursuant to this Section 2 and any other amounts required to be included on such Form W-2.

3.           Edelman acknowledges that, as of the date of his execution of this Agreement and Release, Edelman has sustained no injury or illness related in any way to Edelman's employment with Farmer Mac for which a workers compensation claim has not already been filed.

4.           Upon execution of this Agreement and Release, Edelman expressly agrees that he will not act on behalf of Farmer Mac or hold himself out as authorized to conduct business on behalf of Farmer Mac or its affiliates or their employees.

5.           Edelman represents and warrants that he has returned to Farmer Mac all of Farmer Mac's physical or intellectual property known by Edelman to be in his possession or under his control, including, without limitation, any physical or electronic documents, memoranda, files, faxes, equipment, books, notes and the like and any and all copies thereof, and any company identification cards, credit cards, keys, card keys, computers, cell phones or the like.  Edelman represents and warrants that he has made a diligent search for any such items.

6.         (a)             Effective as of the Effective Date, Edelman shall remit and relinquish to Farmer Mac all interests and rights in and under the following options to purchase shares of Farmer Mac Class C Non-Voting Common Stock (the "Cancelled Options") and shall have no further rights with respect thereto:

The Cancelled Options automatically shall be cancelled effective as of the Effective Date without any further action by any party.  Edelman acknowledges and agrees that, upon cancellation of the Cancelled Options, Edelman will not possess, nor will Edelman be entitled to, any unvested stock options for equity of Farmer Mac.

(b)         Edelman acknowledges and agrees that:

(i)            all of Edelman's other outstanding stock options to purchase shares of Farmer Mac Class C Non-Voting Common Stock (the "Remaining Options") are as set forth in the table below;

(ii)           all of the Remaining Options are currently vested and exercisable ;

(iii)          all of the Remaining Options expire in accordance with the terms of the related option grants and the Employment Contract at the close of the New York Stock Exchange on February 28, 2011 (or on the tenth anniversary of the grant date of the applicable Remaining Options, if earlier); and

(iv)          as of the Effective Date, Edelman will not possess, nor will Edelman be entitled to, any stock options for equity of Farmer Mac other than the Remaining Options.

(c)           Effective as of the Effective Date, Edelman shall remit and relinquish to Farmer Mac all interests and rights in and under all stock appreciation rights granted to Edelman with respect to shares of Farmer Mac Class C Non-Voting Common Stock (the "Cancelled SARs") and shall have no further rights with respect thereto.  The Cancelled SARs automatically shall be cancelled effective as of the Effective Date without any further action by any party.

(d)           After the Effective Date, as a consequence of this Agreement, Edelman shall not be entitled to receive any other shares, options, grants, or other awards, and shall have no rights with respect to any equity awards other than the Remaining Options as specified in this Section 6.  Nothing contained herein shall affect Edelman's vested account in the Farmer Mac Money Purchase Plan; no additional contributions with respect to the plan year beginning January 1, 2008 shall be owed or made by Farmer Mac, and no contributions with respect to any plan year beginning after January 1, 2008 shall be owed or made by Farmer Mac to the Farmer Mac Money Purchase Plan on Edelman's behalf.  On, or as soon as reasonably practicable following, the Effective Date, Edelman shall be entitled to the immediate transfer of the balance of his vested account in the 401(k) Plan, and Farmer Mac will facilitate such transfer.

7.         Edelman agrees and acknowledges that the payments and benefits provided to him by Farmer Mac pursuant to this Agreement and Release are adequate consideration for the release and his other promises herein and that he is entitled to no other payment, benefit or other thing of value under any policy, plan or procedure of Farmer Mac or under any prior agreement or contract (whether written or oral) between Edelman and Farmer Mac or its affiliates or their employees, except, as set forth in Section 8, this section is not meant to limit Edelman’s right to recover for any alleged breaches of this Agreement and Release or Edelman’s right to indemnity for any action, suit or proceeding to which Edelman might be entitled, if at all, under Farmer Mac’s by-laws or applicable law.

8.          For and in consideration of the payments to be made and for other valuable consideration to be provided to Edelman pursuant to this Agreement and Release, Edelman for himself, his family members, his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter, collectively referred to as "Edelman Releasors"), hereby forever releases and discharges Farmer Mac and any of its past, present or future parent entities, partners, subsidiaries, affiliates, divisions, business units, employee benefit and/or pension plans or funds, successors and assigns or each and all of its or their past and present or future directors, officers, attorneys, agents, trustees, administrators, employees, insurers, reinsurers, successors, or assigns (whether acting as agents for Farmer Mac or in their individual capacities) (hereinafter collectively referred to as "Farmer Mac Releasees"), from any and all claims, demands, causes of action, debt or liabilities of any kind (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, asserted or unasserted, which Edelman Releasors ever had, now have, or may hereafter have, against Farmer Mac Releasees arising by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence or other matter, from the beginning of time up to and including the date of Edelman's execution of this Agreement and Release. Without limiting the generality of the foregoing, Edelman Releasors hereby release and discharge Farmer Mac Releasees from: