Federal Agricultural Mortgage Corporation Amended and restated 2008 Omnibus incentive plan FORM OF RESTRICTED STOCK UNITS Agreement (directors)

    THIS AGREEMENT (the “Agreement”), effective as of [DATE] (the “Grant Date”), between Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States and an institution of the Farm Credit System (the “Company”), and «Director_Name» (the “Participant”).

        WHEREAS, the Participant is a Director of the Company and its Subsidiaries and pursuant to the terms of the Company’s Amended and Restated 2008 Omnibus Incentive Plan (the “Plan”), the Company desires to provide the Participant with an incentive to remain a Director of the Company and to align the Participant’s interests with the interests of the Company’s stockholders.

        NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1.    Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

2.    Grant of Restricted Stock Units. Subject to the terms and conditions contained in this Agreement and in the Plan, the Company hereby grants to the Participant [NUMBER] Restricted Stock Units, which shall be subject to the vesting provisions contained in Section 3 and Section 4 of this Agreement.

3.    Vesting and Settlement of the Restricted Stock Units. Subject to the terms and conditions contained in this Agreement and in the Plan, the Restricted Stock Units shall vest if the Participant remains a Director of the Company on [DATE] (the “Vesting Date”), and shall no longer be subject to the transfer restrictions set forth in Section 6. Settlement of vested Restricted Stock Units shall be made in payment of Shares, together with any related Dividend Equivalents, in accordance with Section 7. Issuance of Shares in respect of the Restricted Stock Units that have vested shall be made to the Participant as soon as administratively practicable following the Vesting Date. A certificate evidencing the appropriate number of Shares may be issued in the name of the Participant in physical form, in electronic book-entry form through the Company’s stock transfer agent, through the Deposit\Withdrawal at Custodian (DWAC), the automated system for deposits and withdrawals of securities from the Depository Trust Company (DTC), or through any successor to the DWAC system developed by DTC.

4.    Termination of Service.

a.    Death; Disability. If, after the Grant Date and prior to the Vesting Date (the “Restricted Period”), the Participant ceases to be a Director of the Company due to the Participant’s death or Disability, the Restricted Stock Units shall immediately vest proportionately to the date of death or Disability and be settled in Shares.

b.    Other Terminations of Service. If the Participant ceases to be a Director of the Company without cause during the Restricted Period, including due to his or her removal or replacement as a Director by the President of the United States, the Restricted Stock Units shall immediately vest proportionately to the date Director ceases to be a director and be settled in Shares.

c.    For Cause Terminations of Service. If the Participant ceases to be a Director of the Company during the Restricted Period for cause, all unvested Restricted Stock Units shall be cancelled immediately and the Participant will have no rights with respect to the cancelled Restricted Stock Units.

5.    Incorporation of Plan Terms. This Agreement sets forth the general terms and conditions of the Restricted Stock Units granted on the Grant Date. This Agreement and the Restricted Stock Units shall be subject to the Plan, the terms of which are hereby incorporated herein by reference. A copy of the Plan is available on the Company’s intranet or may be obtained by contacting the General Counsel at Federal Agricultural Mortgage Corporation, 1999 K Street, N.W., 4th Floor, Washington, D.C., 20006. In the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern unless the Plan specifically contemplates different terms being provided for in the Agreement. By accepting the Restricted Stock Units, the Participant acknowledges receipt of the Plan (in written or electronic form) and represents that he or she is familiar with its terms and provisions and hereby accepts the Restricted Stock Units subject to all of the terms and provisions of the Plan and all interpretations, amendments, rules and regulations which may, from time to time, be promulgated and adopted pursuant to the Plan. If the Participant receives or has received any other award under the Plan or any other equity compensation plan for any year, it shall be governed by the terms of the applicable award agreement, which may be different from those set forth in this Agreement.

6.    Restrictions on Transfer of Restricted Stock Units. The Restricted Stock Units may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of to any third party without prior written consent of the Company except by will or the laws of descent and distribution or pursuant to a domestic relations order and during the Participant’s lifetime, the Shares with respect to the Restricted Stock Units shall be issued only to the Participant or his or her legal guardian or representative. Notwithstanding the foregoing, the Committee may, in its sole discretion and subject to the terms and conditions it establishes from time to time, authorize the Participant to transfer the Restricted Stock Units to the Participant’s employer if required by the terms of the Participant’s employment, or to one or more Immediate Family Members (or to trusts, partnerships, or limited liability companies established exclusively for Immediate Family Members) provided that there is no consideration for such transfer. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the Restricted Stock Units contrary to the provisions of the Plan or this Agreement shall be null and void and without effect. “Immediate Family Member” shall mean the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including halfbrother and sisters), in-laws and persons related by reason of legal adoption.

7.    No Rights as a Stockholder; Dividend Equivalents. During the Restricted Period, the Participant shall have no voting or other ownership rights in the Company arising from the award of the Restricted Stock Units, except that in the event of any cash or stock dividend prior to the Vesting Date, cash dividend equivalents (“Dividend Equivalents”) shall accrue on the Shares underlying Restricted Stock Units, whether such Restricted Stock Units are vested or unvested, which Dividend Equivalents shall be subject to vesting and forfeiture on the same terms and conditions as the related Restricted Stock Units. Such Dividend Equivalents shall be in an amount of cash or stock per Restricted Stock Unit equal to the cash or stock dividend paid with respect to each outstanding Share and shall be credited on the declaration date applicable to Shares. The Dividend Equivalents accrued prior to the Vesting Date shall be paid to the Participant with respect to all vested Restricted Stock Units as soon as reasonably practicable following the Vesting Date. The Dividend Equivalents accrued on Shares underlying Restricted Stock Units that do not vest and are forfeited shall be forfeited for no consideration on the date such Restricted Stock Units are forfeited.

8.    Entire Agreement. This Agreement and the Plan constitute the entire agreement and understanding between the parties with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the Restricted Stock Units granted pursuant to this Agreement. By accepting the Restricted Stock Units , the Participant shall be deemed to accept all of the terms and conditions of the Plan and this Agreement.

9.    Amendments. The Committee shall have the power to alter, amend, modify or terminate the Plan or this Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to take into account unusual or nonrecurring events or market conditions, or (iii) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 12(h) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock Units in any manner that is consistent with the Plan and approved by the Committee.

10.    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, the Committee will make or provide for such adjustments to the Restricted Stock Units as are equitably required to prevent dilution or enlargement of the rights of the Participant that would otherwise result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company,

or (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash or other equity awards), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Restricted Stock Units.

11.    Listing. Notwithstanding anything to the contrary contained in this Agreement, the Restricted Stock Units may not vest, and the Shares issued with respect to the Restricted Stock Units may not be purchased, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with (a) the requirements of any securities exchange, securities association, market system or quotation system on which securities of the Company of the same class as the Shares are then traded or quoted, (b) any restrictions on transfer imposed by the Company’s charter legislation or bylaws, and (c) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

12.    Miscellaneous.

a.No Right to Future Grants. The grant of Restricted Stock Units is a discretionary award. Neither the Plan nor the grant of the Restricted Stock Units or any other awards confers on the Participant any right or entitlement to receive another award under the Plan or any other plan at any time in the future or with respect to any future period.

b.No Right of Continued Service. Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Participant’s service on the Board at any time or for any reason not prohibited by law, nor confer upon the Participant any right to continue his or her service as a Director for any specified period of time.

c.Assignment. The Participant may not assign any of his or her rights hereunder except as permitted by the Plan as provided for in Section 6 of this Agreement. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party. All agreements herein by or on behalf of Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto. Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Subsidiaries or affiliates.

d.Tax Withholding. The vesting of the Restricted Stock Units will require the Participant to satisfy all applicable federal, state, local and foreign taxes.

e.Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality shall not affect the remaining parts of this

Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

f.Waiver. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

g.Headings. The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.

h.Notices. Any notice required by the terms of the Plan or this Agreement shall be given in writing and shall be deemed effective upon personal delivery, sending or posting of electronic communications or upon deposit in the mail, by registered or certified mail. Notice to the Company shall be delivered to:

    General Counsel

Federal Agricultural Mortgage Corporation

1999 K Street, N.W., 4th Floor

Washington, DC 20006

Notice to the Participant shall be delivered at either (i) the address that most recently provided to the Company or (ii) by Company email, Company intranet postings, or other electronic means that are generally used for Company communications to Directors.

i.No Advice. Nothing in the Plan or this Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the Restricted Stock Units. The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the Restricted Stock Units.

j.Governing Law. This Agreement shall be governed by and construed in accordance with federal law. To the extent federal law incorporates state law, that state law shall be the laws of the District of Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan or this Agreement to the substantive law of another jurisdiction. By accepting the Restricted Stock Units, the Participant hereby submits to the exclusive jurisdiction and venue of the federal courts in the District of Columbia to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

    

IN WITNESS WHEREOF, the Company has executed this Agreement as of the Date of Award.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

    

By:

Name:

Title: