Amendment No. 2 dated as of dated June 7, 2007 to Employment Contract between Mary K. Waters and the Registrant

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AGREED, as of the 7th day of June 2007, between the Federal Agricultural Mortgage Corporation (FAMC) and Mary K. Waters (you), that the existing employment contract between the parties hereto, dated as of June 20, 2005, as amended through Amendment No 1, dated as of June 1, 2006  (the Agreement), be and hereby is amended as follows:

Sections 1, 3 (a), and 7 (a) (3) of the Agreement are replaced in their entirety with the following new sections:

1.                  Term.  The Term of this Agreement shall continue until July 1, 2009 or any earlier effective date of termination pursuant to Paragraph 7 hereof (the “Term”).

3 (a).            Base Salary.  As of July 1, 2007, you will be paid a base salary (the Base Salary) during the Term of One Hundred Sixty-Eight Thousand Four Hundred Thirty-Four Dollars ($168,434) per year, payable in arrears on a bi-weekly basis.

7 (a) (3).       Farmer Mac may terminate your employment without “cause” at any time.   Such termination shall become effective on the earlier of July 1, 2009, or one year from the date of notice of such termination.

As amended hereby, the Agreement remains in full force and effect.

 

 

 

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