FEDERAL AGRICULTURAL MORTGAGE CORP, DEFS14A, 1999-04-26

FEDERAL AGRICULTURAL MORTGAGE CORP
DEFS14A, 1999-04-26
FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES

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FEDERAL AGRICULTURAL MORTGAGE CORPORATION

919 18th Street, N.W.
Suite 200
Washington, D.C. 20006
________________

TO HOLDERS OF FARMER MAC
NON-VOTING COMMON STOCK

April 26, 1999

Dear Farmer Mac Stockholder:

The Board of Directors of the Federal Agricultural Mortgage Corporation
("Farmer Mac" or the "Corporation") is pleased to invite you to attend the 1999
Annual Meeting of Stockholders of the Corporation to be held on Thursday, June
3, 1999, at 9:00 a.m. local time at the Embassy Suites Hotel, 1250 22nd St.,
N.W., Washington, D.C. 20037.

Although the type of stock you hold does not entitle you to vote at the
meeting and, accordingly, NO PROXY IS REQUESTED, we hope you will be able to
attend and suggest you read the enclosed Notice of Annual Meeting, Proxy
Statement and Annual Report, which will provide you with information about
your Corporation and the meeting. If you plan to attend the meeting, please
advise Farmer Mac's Corporate Secretary at the above address.

Sincerely,

Eugene Branstool
Chairman of the Board
<PAGE>

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

919 18th Street, N.W.
Suite 200
Washington, D.C. 20006
________________

TO HOLDERS OF FARMER MAC
VOTING COMMON STOCK

April 26, 1999

Dear Farmer Mac Stockholder:

We hope you will be able to attend the meeting and suggest you read the
enclosed Notice of Annual Meeting and Proxy Statement for information about
your Corporation and the Annual Meeting of Stockholders. We have also
enclosed Farmer Mac's 1998 Annual Report. Although the report is not proxy
soliciting material, we suggest you read it for additional information about
your Corporation. Please complete, sign, date and return a proxy card at your
earliest convenience to help us establish a quorum and avoid the cost of
further solicitation. The giving of your proxy will not affect your right to
vote your shares personally if you do attend the meeting. If you plan to
attend the meeting, please so indicate on the enclosed proxy card.

Sincerely,

Eugene Branstool
Chairman of the Board
<PAGE>

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

NOTICE OF ANNUAL MEETING
April 26, 1999

Notice is hereby given that the 1999 Annual Meeting of Stockholders of
the Federal Agricultural Mortgage Corporation ("Farmer Mac" or the
"Corporation") will be held on Thursday, June 3, 1999, at 9:00 a.m. local time
at the Embassy Suites Hotel, 1250 22nd St., N.W., Washington, D.C. 20037.

As described in the attached Proxy Statement, the meeting will be held
for the following purposes:

Item No. 1 to elect ten directors, five of whom will be elected by Class A
Stockholders, and five of whom will be elected by Class B
Stockholders, to serve until the next annual meeting of
stockholders and until their respective successors are elected and
qualified;
Item No. 2 to ratify the selection by the Audit Committee of Arthur Andersen
LLP as the Corporation's independent auditors for fiscal year
1999;

and to consider and act upon any other business that may properly be brought
before the meeting or any adjournment thereof. Please read the attached Proxy
Statement for complete information on the matters to be considered and acted
upon.

Holders of record of the Corporation's Class A Voting Common Stock and
Class B Voting Common Stock at the close of business on April 8, 1999 are
entitled to notice of and to vote at the meeting and any adjournment(s)
thereof.

For at least ten days prior to the meeting, a list of Farmer Mac
stockholders will be available for examination by any stockholder for any
purpose germane to the meeting at the offices of the Corporation at the
address indicated above, between the hours of 9:00 a.m. and 5:00 p.m. local
time.

Whether you intend to be present at the meeting or not, please complete
the enclosed proxy card, date and sign it exactly as your name appears thereon
and return it in the postpaid envelope. This will ensure the voting of your
shares if you do not attend the meeting. Giving your proxy will not affect
your right to vote your shares personally if you do attend the meeting. THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION.

By order of the Board of Directors,

Michael T. Bennett
Corporate Secretary
<PAGE>

Table of Contents

Page
Voting Rights..............................................................1
Proxy Procedure............................................................2
Proxy Statement Proposals..................................................3
Board of Directors Meetings and Committees.................................3
Item No. 1: Election of Directors.........................................4
Information about Nominees for Director....................................5
Class A Nominees.....................................................5
Class B Nominees.....................................................6
Directors Appointed by the President of the United States............7
Stock Ownership of Directors and Executive Officers .......................8
Executive Officers........................................................10
Compensation of Directors and Executive Officers..........................11
Compensation of Directors...............................................11
Compensation of Executive Officers......................................11
General.............................................................11
Compensation Committee Report on Executive Compensation.............12
Compensation Committee Interlocks and Insider Participation.........15
Summary Compensation Table..........................................16
Option Grants During 1998...........................................17
Option Exercises and Year End Value.................................17
Employment Agreements...............................................18
Certain Relationships and Related Transactions......................18
Performance Graph...................................................20
Stock Option Plans........................................................22
Defined Contribution Pension Plan...................................23
401(k) Savings Plan.................................................24
Item No. 2: Selection of Independent Auditors............................24
Compliance with Section 16(a) of the Securities Exchange Act of 1934......25
Principal Stockholders of Voting Common Stock.............................26
Solicitation of Proxies...................................................27
Other Matters.............................................................27

<PAGE>

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

919 18th Street, N.W.
Suite 200
Washington, D.C. 20006

PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held on June 3, 1999

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Federal Agricultural Mortgage Corporation ("Farmer
Mac" or the "Corporation") of proxies from the holders of the Corporation's
Class A Voting Common Stock and Class B Voting Common Stock (together, the
"Voting Common Stock"). The proxies will be voted at the Annual Meeting of
Stockholders of the Corporation (the "Meeting"), to be held on Thursday, June 3,
1999 at 9:00 a.m. local time at the Embassy Suites Hotel, 1250 22nd St., N.W.,
Washington, D.C. 20037 and at any adjournments or postponements thereof. The
Notice of Annual Meeting, this Proxy Statement and the enclosed proxy card are
being mailed to stockholders on or about April 26, 1999.

The Board of Directors will present for a vote at the Meeting the election
of ten members and the ratification of the appointment of Arthur Andersen LLP as
independent auditors for the Corporation for fiscal year 1999. The Board is not
aware of any other matter to be presented for a vote at the Meeting.

Voting Rights

One of the purposes of the Meeting is to elect ten members to the Board of
Directors. Title VIII of the Farm Credit Act of 1971, as amended (the "Act"),
provides that Class A Voting Common Stock may be held only by banks, insurance
companies and other financial entities that are not Farm Credit System
institutions. Class B Voting Common Stock may be held only by Farm Credit System
institutions. Holders of the Class A Voting Common Stock (the "Class A Holders")
and holders of the Class B Voting Common Stock (the "Class B Holders") must each
elect five members to the Board of Directors. The remaining five members of the
Board are appointed by the President of the United States, with the advice and
consent of the United States Senate.

The Board of Directors has fixed April 8, 1999 as the record date for the
determination of stockholders entitled to receive notice of and to vote at the
Meeting. At the close of business on that date, there were issued and
outstanding 1,025,680 shares of Class A Voting Common Stock and 500,301 shares
of Class B Voting Common Stock, which constitute the only outstanding capital
stock of the Corporation entitled to vote at the Meeting. See "Principal
Stockholders of Voting Common Stock."

The holders of Voting Common Stock are entitled to one vote per share,
with cumulative voting at all elections of directors. Under cumulative voting,
each stockholder is entitled to cast the number of votes equal to the number of
shares of the Class of Voting Common Stock owned by that stockholder, multiplied
by the number of directors to be elected by that class. All of a stockholder's
votes may be cast for a single candidate for director, or may be distributed
among any number of candidates. Class A Holders are entitled to vote only for
the five directors to be elected by Class A Holders, and Class B Holders are
entitled to vote only for the five directors to be elected by Class B Holders.
With respect to any matter (other than the election of directors) submitted to a
vote of the holders of Voting Common Stock, the Class A Holders and Class B
Holders vote together as a single class.

The presence, in person or by proxy, of the holders of at least a majority
of the Corporation's outstanding Voting Common Stock is required to constitute a
quorum at the Meeting.

Proxy Procedure

Although many of Farmer Mac's stockholders are unable to attend the
Meeting in person, they are afforded the right to vote by means of the proxy
solicited by the Board of Directors. When a proxy is returned properly completed
and signed, the shares it represents must be voted by the Proxy Committee
(described below) as directed by the stockholder. Stockholders are urged to
specify their choices by marking the appropriate boxes on the enclosed proxy. A
stockholder may withhold a vote from one or more Nominees by writing the names
of those Nominees in the space provided on the proxy card. Under those
circumstances, unless other instructions are given in writing, the stockholder's
votes will then be cast evenly among the remaining Nominees for its class. The
five Nominees from each class who receive the greatest number of votes will be
elected directors. If one or more of the Nominees becomes unavailable for
election, votes will be cast by the Proxy Committee under the authority granted
by the enclosed proxy for such substitute or other Nominee(s) as the Board of
Directors may designate. If no instructions are indicated on the proxies, the
proxies represented by the Class A Voting Common Stock will be voted in favor of
the five Nominees specified herein as Class A Nominees and the proxies
represented by the Class B Voting Common Stock will be voted in favor of the
five Nominees specified herein as Class B Nominees.

Shares of Voting Common Stock represented by proxies marked "Abstain" for
any proposal presented at the Meeting (other than the election of directors)
will be counted for purposes of determining the presence of a quorum but will
not be voted for or against such proposal. If a matter involves a vote for which
a broker (or its nominee) may only vote a customer's shares in accordance with
the customer's instructions, and if the broker (or its nominee) does not vote
such shares due to the lack of such instructions, the votes represented by such
shares and delivered to the Corporation ("broker non-votes") will be counted as
shares present at the Meeting for purposes of determining whether a quorum is
present but will not be voted for or against such proposal. Abstentions and
broker non-votes (if applicable) will have the effect of a vote against such
proposals (except with respect to the election of directors). Because only a
plurality is required for the election of directors, abstentions and broker
non-votes (if applicable) will have no effect on the election of directors.

Execution of a proxy will not prevent a stockholder from attending the
Meeting, revoking a previously submitted proxy and voting in person.

The Proxy Committee, composed of three executive officers of the
Corporation, H.D. Edelman, M.T. Bennett and T.R. Clark, will vote all shares of
Voting Common Stock represented by proxies signed and returned by stockholders.
As authorized by the proxies, the Proxy Committee will also vote the shares
represented thereby on any matters not known at the time this Proxy Statement
was printed that may properly be presented for action at the Meeting.

Any stockholder who gives a proxy may revoke it at any time before it is
voted by notifying the Secretary of the Corporation in writing on a date later
than the date of the proxy, by submitting a later dated proxy, or by voting in
person at the Meeting. Mere attendance at the Meeting, however, will not
constitute revocation of a proxy. Written notices revoking a proxy should be
sent to Michael T. Bennett, Secretary, Federal Agricultural Mortgage
Corporation, 919 18th Street, N.W., Suite 200, Washington, D.C. 20006.

Proxy Statement Proposals

Each year, at the annual meeting, the Board of Directors submits to the
stockholders its nominees for election as Class A and Class B directors. In
addition, the Audit Committee's selection of independent auditors for the year
is submitted for stockholder ratification at each annual meeting, pursuant to
the Corporation's By-Laws. The Board of Directors may, in its discretion and
upon proper notice, also present other matters to the stockholders for action at
the annual meeting. In addition to those matters presented by the Board of
Directors, the stockholders may be asked to act at the annual meeting upon
proposals timely submitted by stockholders.

Proposals of stockholders to be presented at the 1999 Annual Meeting of
Stockholders were required to be received by the Secretary of the Corporation
prior to December 31, 1998 for inclusion in this Proxy Statement and the
accompanying proxy. No such proposals have been received and the Board of
Directors knows of no other matters to be presented for action at the Meeting.
If any other matters should properly be brought before the Meeting or any
adjournment thereof, the Proxy Committee intends to vote such proxy in accord
with its members' best judgment.

If any stockholder intends to present a proposal for consideration at the
Corporation's 2000 Annual Meeting of Stockholders, the proposal must be received
by the Secretary of the Corporation prior to December 31, 1999 to be eligible
for inclusion in the 2000 Proxy Statement. In addition, if any stockholder
notifies the Corporation after March 12, 2000 of an intent to present a proposal
at the Corporation's 2000 Annual Meeting of Stockholders, the Corporation's
proxy holders will have the right to exercise discretionary voting authority
with respect to that proposal, if presented at the meeting, without the
Corporation including information regarding the proposal in its proxy materials.

Board of Directors Meetings and Committees

The Board of Directors conducted a total of six regular meetings since the
last annual meeting in June 1998. Each of the members of the Board of Directors
attended 75% or more of the aggregate number of meetings of the Board of
Directors and of the committees of which they were members since the last annual
meeting.

The Board has used a number of committees to assist it in the performance
of its duties. The committees currently consist of the following: Audit
Committee, Compensation Committee, Executive Committee, Finance Committee,
Nominating Committee, Program Development Committee and Public Policy Committee.
Each director serves on at least one committee. See "Class A Nominees," "Class B
Nominees" and "Directors Appointed by the President of the United States" for
information regarding the committees on which directors serve. See "Item No. 1:
Election of Directors," "Compensation of Directors and Executive Officers" and
"Item No. 2: Selection of Independent Auditors" for information concerning the
Nominating Committee, the Compensation Committee and the Audit Committee,
respectively.

Item No. 1: Election of Directors

At the Meeting, ten directors will be elected. The Act provides that five
of the directors will be elected by a plurality of the votes of the Class A
Holders, and five of the directors will be elected by a plurality of the votes
of the Class B Holders. All of the Class A Nominees and four of the Class B
Nominees currently are members of the Board of Directors. The directors elected
by the Class A Holders and the Class B Holders will hold office until the next
annual meeting of the stockholders of the Corporation, or until their respective
successors have been duly elected and qualified.

The Act further provides that the President of the United States will
appoint five members to the Board of Directors with the advice and consent of
the United States Senate (the "Appointed Members"). The Board of Directors,
after the election at the Meeting, will consist of the Appointed Members named
under "Directors Appointed by the President of the United States" below and the
ten members who are elected by the holders of Voting Common Stock. The Appointed
Members serve at the pleasure of the President of the United States.

In order to facilitate the selection of director nominees, the Board of
Directors utilizes a nominating committee consisting of two directors from each
of the Board's three constituent groups. The members of the Nominating Committee
are: Appointed Members Messrs. Branstool and Southern; Class A directors Messrs.
Hemingway and Nolan; and Class B directors Messrs. Graff and McCarthy. The
Nominating Committee met five times since the last annual meeting. The
Nominating Committee recommended five individuals to be considered for election
as Class A Nominees and five individuals to be considered for election as Class
B Nominees and the Board of Directors has approved these recommendations. The
individuals recommended by the Nominating Committee are referred to collectively
as the "Nominees." The Nominees will stand for election to serve for terms of
one year each, or until their respective successors are duly elected and
qualified.

For the 2000 Annual Meeting of Stockholders, the Nominating Committee will
consider nominees recommended by holders of Class A or Class B Voting Common
Stock, who may submit such recommendations by letter to the Secretary of Farmer
Mac.

If any of the ten Nominees named below is unable or unwilling to stand as
a candidate for the office of director at the date of the Meeting or at any
adjournment(s) thereof, the proxies received on behalf of such Nominee will be
voted for such substitute or other Nominee(s) as the Board of Directors may
designate. The Board of Directors has no reason to believe that any of the
Nominees will be unable or unwilling to serve if elected.

Information about Nominees for Director

Each of the Nominees has been principally employed in his current position for
the past five years unless otherwise noted.

Class A Nominees

W. David Hemingway, 51, has been a member of the Board of Directors of the
Corporation since June 13, 1996, and is a member of the Compensation Committee
and the Nominating Committee. He has been Executive Vice President and Senior
Investment Officer of the Investment Division of Zions First National Bank, Salt
Lake City, Utah, since 1984, having previously held various positions within the
investment division, which he assisted in organizing in 1975. In early 1998, he
was also elected Executive Vice President of Zions Bancorporation, the holding
company for Zions First National Bank. Mr. Hemingway has held numerous positions
within the State of Utah, having served as a member of the Great Salt Lake
Development Authority and the Utah State Money Management Council, of which he
served as chairman in 1991. He also served as chairman of the Utah Bankers
Association in 1995.

Mitchell A. Johnson, 57, has been a member of the Board of Directors of the
Corporation since June 12, 1997, and serves as chairman of the Finance
Committee. He is President of MAJ Capital Management, Inc., an investment
management firm which he founded in 1994 following his retirement from the
Student Loan Marketing Association (Sallie Mae), the nation's largest provider
of college education financing. During his 21 years with Sallie Mae, Mr. Johnson
held numerous positions within that organization including, for the seven years
preceding his retirement, Senior Vice President, Corporate Finance. Mr. Johnson
is a director of Whitestone Capital Group, Inc., the holding company for
Whitestone Capital Markets, a consulting firm. He also serves as a director of
Eldorado Bankshares, Inc., Laguna Hills, California, the holding company for
Eldorado and Antelope Valley Banks, and is a trustee of Citizens Funds Trust, a
mutual fund company based in Portsmouth, New Hampshire. He was the first
President and one of the founding members of the Washington Association of Money
Managers and was a trustee of the District of Columbia Retirement Board, among
other community activities.

Robert J. Mulder, 55, has been a member of the Board of Directors of the
Corporation since June 13, 1996, and is a member of the Audit Committee. He is
President and Chief Executive Officer of Feather River State Bank, Yuba City,
California, where he has held various positions within the Bank since 1980, and
is President and Chief Executive Officer of California Independent Bancorp, the
bank's holding company. Mr. Mulder is president-elect of the California Bankers
Council of the Independent Bankers Association of America (IBAA).

David J. Nolan, 74, has been a member of the Board of Directors of the
Corporation since June 13, 1996, and serves as chairman of the Program
Development Committee and is a member of the Executive Committee and the
Nominating Committee. He had been President, Chief Executive Officer and
Chairman of the Board of Directors of Central National Bank, Canajoharie, New
York, from 1981 until his retirement in 1994, and currently serves as a member
of the Bank's Board of Directors and as a member of the Bank's Loan Committee
and its Trust and Investment Committee. Mr. Nolan is a former New York State
Director of the U.S. Department of Agriculture's Farmers Home Administration. He
served as a member of the Executive Committee of the Agricultural Bankers
Division of the American Bankers Association from 1988 to 1992. Mr. Nolan was a
member of the Farmer Mac Credit Underwriting Standards Task Force in 1989.

Peter T. Paul, 55, has been a member of the Board of Directors of the
Corporation since June 4, 1998 and is a member of the Finance Committee. He is
the President and Chief Executive Officer of Headlands Mortgage Company, a
former publicly held mortgage banking company based in Larkspur, California,
which recently became a wholly owned subsidiary of GreenPoint Financial Corp., a
national specialty home finance company. Headlands, which was founded by Mr.
Paul in 1986, is a nationwide mortgage banking company specializing in
originating, selling, securitizing and servicing residential mortgage loan
products for primarily high credit quality borrowers. Following the acquisition
of Headlands by GreenPoint, Mr. Paul was appointed Vice Chairman of the Board of
Directors of GreenPoint. Prior to founding Headlands, Mr. Paul was Vice
President of United Century Mortgage in California and was responsible for
wholesale mortgage lending in several western states. Mr. Paul has worked in the
mortgage banking industry for over 25 years and has substantial secondary
mortgage market experience, having held positions in the Secondary Mortgage
Marketing Departments of Ticor and IMI, mortgage insurance companies, and as a
Ginnie Mae salesman. Mr. Paul is a Director of the California Mortgage Bankers
Association.

Class B Nominees

Kenneth E. Graff, 52, has been a member of the Board of Directors of the
Corporation since June 12, 1997, and is a member of the Program Development
Committee and the Nominating Committee. He has served in the dual capacity as
President of the Central Coast Federal Land Bank Association, FLCA and the
Central Coast Production Credit Association (both located in Arroyo Grande,
California) since late 1987. Mr. Graff was previously employed by the Farm
Credit Banks of Sacramento in various capacities from 1976 to 1987, most
recently as Senior Vice President. From March 1989 until June 1991, Mr. Graff
served as a Class B member of the Farmer Mac Board of Directors.

James A. McCarthy, 69, has been a member of the Board of Directors of the
Corporation since June 9, 1994, and is a member of the Executive Committee, the
Compensation Committee and the Nominating Committee. He is a cotton, grain and
sugarcane farmer in Rio Hondo, Texas. Mr. McCarthy is a member of the Board of
Directors of the Farm Credit Bank of Texas and was recently elected to his
second annual term as Chairman. He is a member of Agriculture Co-Op Development
International and has served as a member of the National Commission on
Agricultural Finance, the Advisory Board of the Federal Intermediate Credit Bank
of Texas and the Board of Directors of the Production Credit Association of
South Texas. Mr. McCarthy also serves as an officer and director of several
closely held companies engaged in construction, farming, shipping and land
acquisition and development.

John G. Nelson III, 49, has been a member of the Board of Directors of the
Corporation since June 13, 1996, and is a member of the Finance Committee. He is
the owner and manager of a grain farm in Reardan, Washington. Mr. Nelson is a
member of the Farm Bureau, the Washington Wheat Growers and Northwest Farm
Credit Services, ACA, as well as several other agricultural organizations. Since
1994, Mr. Nelson has served as a director of AgAmerica, FCB, Spokane, Washington
and was recently elected its Chairman. He also has served as a director of
Northwest Farm Credit Services, ACA, and its predecessor PCA.

John Dan Raines, 55, has been a member of the Board of Directors of the
Corporation since June 18, 1992, and is a member of the Program Development
Committee. He is the owner and operator of Georgia Produce Exchange, Inc., a
fresh vegetable sales firm, and Raines Insurance Agency, Inc., a general
insurance agency. From 1986 to 1990, Mr. Raines was a member of the Board of
Directors of South Atlantic Production Credit Association, and served as its
Chairman in 1989 and 1990. Since 1990, Mr. Raines has served as a member of the
Board of Directors of AgFirst Farm Credit Bank, Columbia, South Carolina. He
also has served since 1981 as a member of the Board of Directors of South
Central Farm Credit, ACA, and its predecessor Farm Credit System institution.

Donald W. Winters, 49, has served as President and Chief Executive Officer of
Farm Credit Services of Mid-America, Louisville, Kentucky, since 1989. From 1986
to 1989, he was Senior Vice President - Corporate Services of Farm Credit
Services of Mid-America. Mr. Winters was previously employed by the Farm Credit
Banks of Louisville, Kentucky, in various capacities from 1972 to 1986, most
recently as Director of Property Management.

Directors Appointed by the President of the United States

Charles Eugene Branstool, 62, has been a member of the Board of Directors of the
Corporation and has served as its Chairman since May 26, 1995. He also serves as
Chairman of the Executive Committee, the Compensation Committee and the
Nominating Committee and is a member of the Public Policy Committee. His
appointment to the Board was confirmed by the United States Senate on May 23,
1995. Mr. Branstool has been a self-employed farmer in Utica, Ohio since 1962.
During the period from April 1993 through December 1993, Mr. Branstool served as
the Assistant Secretary for Marketing and Inspection Services of the U.S.
Department of Agriculture (USDA). Prior to serving with USDA, Mr. Branstool was
State Chairman of the Ohio Democratic Party from January 1991 through April
1993. He also served in the Ohio House of Representatives from January 1975
through December 1982, and as a State Senator from January 1983 through December
1990. Mr. Branstool currently serves as Chairman of the Board of Trustees of the
Ohio State University, Newark, Ohio campus.

Lowell L. Junkins, 54, has been a member of the Board of Directors of the
Corporation since June 13, 1996, and serves as chairman of the Public Policy
Committee and is a member of the Audit Committee. He was appointed to the Board
of Directors by President Clinton in April 1996 while the Senate was in recess
and was confirmed by the Senate on May 23, 1997. From 1974 through 1986, Mr.
Junkins served as an Iowa State Senator, including as majority leader from 1981
to 1986. He owns and operates Hillcrest Farms in Montrose, Iowa, where he served
as Mayor from 1971 to 1972. Mr. Junkins works as a public affairs consultant for
Lowell Junkins & Associates in Des Moines, Iowa.

Marilyn Peters, 69, has been a member of the Board of Directors of the
Corporation since October 12, 1994, and is a member of the Program Development
Committee and the Public Policy Committee. Her appointment to the Board was
confirmed by the United States Senate on October 4, 1994. Mrs. Peters and her
husband own farm and ranch land in Marshall County, South Dakota, used for the
production of grain crops and cattle. Mrs. Peters is a former teacher and a past
member of the Britton Public School Board. She formerly served on the South
Dakota Council on Vocational Education, the South Dakota Private Industry
Council and the South Dakota Professional Administrators Practices and Standards
Commission, positions to which she was appointed by the Governor of South
Dakota. She also served as a member of the National Association of State
Councils on Vocational Education, representing the interest of the agricultural
community in the work of the association. Mrs. Peters currently serves on the
board of directors of South Dakota Rural Enterprise, Inc., a statewide private,
not-for-profit corporation serving as a financial intermediary for rural
economic development.

Gordon Clyde Southern, 72, has been a member of the Board of Directors of the
Corporation since March 2, 1989, and has served as its Vice Chairman since
August 1994. He also is a member of the Public Policy Committee, the
Compensation Committee, the Finance Committee and the Nominating Committee. His
appointment to the Board was confirmed by the United States Senate on September
30, 1988. Mr. Southern has been a farmer and President of the Southern Farm Co.,
Inc. in Steele, Missouri since 1954. He serves as Chairman of the Bootheel
Resources Conservation and Development Council and as a member of the Executive
Council of the University of Missouri Delta Experiment Station, and is a member
of the Lower Mississippi River Valley Flood Control Association. He has served
as Presiding Commissioner of Pemiscot County and as Chairman of the Pemiscot
County Port Authority. He is currently serving as President of the Pemiscot
County Farm Bureau Federation.

Clyde A. Wheeler, Jr., 78, has been a member of the Board of Directors of the
Corporation since October 12, 1994, and is a member of the Public Policy
Committee and the Compensation Committee. His appointment to the Board was
confirmed by the United States Senate on October 4, 1994. Mr. Wheeler, a
self-employed farmer and rancher, owns and operates with his son the Clear Creek
Ranch, a cattle and hay operation in Laverne, Oklahoma. He served as an
administrative assistant to an Oklahoma Congressman in 1951, then as a special
assistant to former Secretary of Agriculture Ezra Taft Benson and then as a
staff assistant to President Eisenhower. In 1960, Mr. Wheeler was declared the
victor in Oklahoma's Sixth District Congressional race, but in December of that
year was counted out by 76 votes in a special recount. Following his public
service career, he spent the next 24 years with Sun Company, Inc. (and its
predecessor companies), most recently as corporate Vice President upon his
retirement in 1984.

In addition to the affiliations set forth above, the Nominees and
Appointed Members are active in many local and national trade, commodity,
charitable, educational and religious organizations.

Stock Ownership of Directors and Executive Officers

As of the record date, April 8, 1999, the following members of the Board
of Directors, Nominees for election as directors and executive officers of the
Corporation might be deemed to be "beneficial owners" of equity securities of
the Corporation, as defined by the rules of the Securities and Exchange
Commission; those members, Nominees and executive officers not listed below
would not be deemed to be beneficial owners, since they do not own any equity
securities of the Corporation. The Corporation's Voting Common Stock may be held
only by financial institutions and Farm Credit System institutions, and may not
be held by individuals. Thus, no executive officer owns, directly or indirectly,
any shares of any class of the Corporation's Voting Common Stock. Furthermore,
Appointed Members may not be officers or directors of financial institutions or
Farm Credit System institutions; consequently, they may not own Voting Common
Stock of the Corporation directly or indirectly. There are no ownership
restrictions on the Class C Non-Voting Common Stock. For information about the
beneficial owners of 5% or more of the Voting Common Stock of the Corporation,
see "Principal Stockholders of Voting Common Stock."

Voting Common Stock Non-Voting Common Stock1
Class A Percent Class C Percent
<S> <C> <C> <C> <C>

Michael T. Bennett ------ ------ 35,949 1.2%
Charles Eugene Branstool ------ ------ 3,479 *
Thomas R. Clark ------ ------ 43,537 1.4%
Nancy E. Corsiglia ------ ------ 44,917 1.5%
Christopher A. Dunn ------ ------ 34,349 1.1%
Henry D. Edelman ------ ------ 109,925 3.6%
Kenneth E. Graff ------ ------ 3,333 *
W. David Hemingway2 322,100 31.4% 504,664 16.3%
Mitchell A. Johnson ------ ------ 6,105 *
Lowell L. Junkins ------ ------ 3,333 *
James A. McCarthy ------ ------ 3,387 *
Robert J. Mulder ------ ------ 3,396 *
John G. Nelson, III ------ ------ 3,370 *
David J. Nolan ------ ------ 3,450 *
Peter T. Paul ------ ------ 1,333 *
Marilyn Peters ------ ------ 3,370 *
John Dan Raines ------ ------ 3,333 *
Darryl W. Rhodes3 ------ ------ 3,387 *
Tom D. Stenson ------ ------ 4,610 *
Gordon Clyde Southern ------ ------ 3,634 *
Clyde A. Wheeler ------ ------ 3,460 *
All directors and executive officers
as a group 322,100 31.4% 826,321 26.7%
</TABLE>

* Less than 1%

1 Includes shares of Class C Non-Voting Common Stock that may be acquired
within 60 days through the exercise of stock options as follows: Mr. Edelman,
103,521 shares; Mr. Bennett, 35,377 shares; Mr. Clark, 41,877 shares; Ms.
Corsiglia, 42,854 shares; Mr. Dunn, 32,378 shares; Mr. Stenson, 3,966 shares;
each of the members of the Board of Directors other than Mr. Paul, 3,333 shares;
Mr. Paul, 1,333 shares; and all directors and executive officers as a group,
307,968 shares. See "Stock Option Plans" below.

2 As Senior Investment Officer of Zions First National Bank, Mr. Hemingway
may be deemed to be the beneficial owner of the 322,100 shares of Class A Voting
Common Stock owned by Zions First National Bank. As Executive Vice President of
Zions Bancorporation, the holding company for Zions First National Bank, Mr.
Hemingway may be deemed to be the beneficial of the 500,100 shares of Class C
Non-Voting Common Stock owned by the holding company. Mr. Hemingway disclaims
beneficial ownership of the 322,100 shares of Class A Stock and the 500,100
shares of Class C Stock owned by the Bank and the holding company, respectively.
Of the 4,564 shares of Class C Non-Voting Common Stock attributed to Mr.
Hemingway, 273 shares are owned by his two sons.

3 Not a nominee for re-election.

Executive Officers

The following table sets forth the names and ages of the current
executive officers of Farmer Mac and the principal positions held with the
Corporation by such executive officers.

Name Age Capacity in which Served and Five-Year History

Henry D. Edelman 50 President and Chief Executive Officer of the
Corporation since June 1, 1989. From November
1986 until he joined Farmer Mac, Mr. Edelman
was First Vice President for Federal Government
Finance of PaineWebber Incorporated, New York,
New York. Previously, Mr. Edelman was Vice
President for Government Finance at Citibank
N.A., New York, New York and Director of
Financing, Investments and Capital Planning
at General Motors Corporation in New York,
New York, where he served in various capacities
on the Legal Staff and Financial Staff for ten
years.

Michael T. Bennett 41 Vice President - General Counsel and Secretary
of the Corporation since November 1, 1991. From
1983 until he joined Farmer Mac, Mr. Bennett
was an associate in the Washington, D.C. office
of the New York-based law firm of Brown & Wood.

Thomas R. Clark 51 Vice President - Corporate Relations of the
Corporation since June 26, 1989. From 1987
until joining Farmer Mac, Mr. Clark was Minority
Counsel to the U.S. Senate Committee on
Agriculture, Nutrition and Forestry. From 1984
until 1987, he was Deputy Director of the Fruit
and Vegetable Division, Agricultural
Marketing Service, U.S. Department of
Agriculture.

Nancy E. Corsiglia 43 Vice President - Business Development of the
Corporation since June 1, 1989, Treasurer since
December 8, 1989 and Chief Financial Officer
since May 13, 1993. From 1988 until she joined
Farmer Mac, Ms. Corsiglia was Vice President for
Federal Government Finance at PaineWebber
Incorporated, New York, New York. From 1984 to
1988, she served as a Senior Financial Analyst and
a Manager on the Financial Staff of General Motors
Corporation, New York, New York.

Christopher A. Dunn 41 Vice President - Mortgage-Backed Securities of
the Corporation since April 5, 1993. From 1991
until he joined Farmer Mac, Mr. Dunn was a
Senior Manager in the Asset Securitization
Group at KPMG Peat Marwick LLP, Washington, D.C.
From 1988 to 1991, he was a Manager--Structured
Finance of the Federal Home Loan Mortgage
Corporation (Freddie Mac).

Tom D. Stenson 48 Vice President - Agricultural Finance of the
Corporation since August-7, 1997. From November
1996 until August 7, 1997, Mr.Stenson was Director
Agricultural Finance of the Corporation. From
1993 until joining Farmer Mac in 1996, he was Vice
President - Agribusiness for ValliWide Bank, a
"super-community" bank in the San Joaquin Valley
of California.

Compensation of Directors and Executive Officers

The Compensation Committee determines, subject to ratification by the Board
of Directors, the salaries, benefit plans and other compensation of directors
and officers of the Corporation. The current members of that committee are
Messrs. Branstool (Chairman), Southern, Hemingway, McCarthy and Wheeler. No
member of the Committee is an officer or employee of the Corporation. Since the
last annual meeting, the Compensation Committee has met four times.

Compensation of Directors

The directors are required to spend a considerable amount of time preparing
for, as well as participating in, Board and Committee meetings. In addition,
they are often called upon for their counsel between meeting dates. For those
services, they receive the following compensation: (a) all members of the Board
of Directors receive an annual retainer of $10,000, except the Chairman who
receives a $15,000 annual retainer; (b) each director receives $500 per day,
plus expenses, for each meeting of the Board and each Committee meeting (if on a
day other than that of the Board meeting) attended; and (c) with the prior
approval of the President, members of the Board are compensated at the same
daily rate for certain other meetings and conferences of borrowers, lenders or
other groups interested in the Farmer Mac program in which they participate. The
total compensation received by all members of the Board of Directors in 1998 was
approximately $218,000. Under the 1997 incentive plan, each director is granted
options annually to purchase 2,000 shares of Class C Non-Voting Common Stock,
with each such grant to occur on the date of each Annual Meeting of Stockholders
and with the option price to be determined as of such date. See "Compensation of
Executive Officers-Stock Option Plans - 1997 Plan."

Compensation of Executive Officers

General

This section includes: (i) a report from the Compensation Committee of the
Board of Directors on executive compensation; (ii) a discussion of compensation
committee interlocks and insider participation in Farmer Mac transactions; (iii)
a summary description in tabular form of executive compensation; (iv) a summary
of aggregate option holdings; (v) a description of the executive officers'
employment agreements; (vi) a discussion of certain relationships and related
transactions with directors; (vii) a comparison of stock performance to market
indices; and (viii) a description of the Corporation's benefit plans, including
the pension and stock option plans.

Notwithstanding anything to the contrary set forth in any of Farmer Mac's
documents with respect to the offer or sale of securities ("Offering Circular")
or any previous corporate filings under the Securities Act of 1933 or Securities
Exchange Act of 1934, neither the Compensation Committee Report on Executive
Compensation nor the Performance Graph shall be deemed to be incorporated by
reference into any Offering Circular or any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent Farmer Mac
specifically incorporates such information by reference, and shall not otherwise
be deemed tohave been or to be filed under such Acts.

Compensation Committee Report on Executive Compensation

Farmer Mac's Compensation Policies. Farmer Mac was created by Congress to
establish a secondary market for agricultural and rural housing mortgages that
would increase the availability of credit for agricultural producers, provide
greater liquidity and lending capacity for agricultural lenders and facilitate
intermediate- and long-term agricultural funding. Farmer Mac's charter,
particularly as revised in 1996, casts it in the mold of the Federal National
Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage
Corporation ("Freddie Mac"), which, over the past 20 years, have established a
mature secondary market for housing mortgages. From the outset, Farmer Mac's
Board of Directors and its Compensation Committee recognized that the
accomplishment of Farmer Mac's mission would require that it attract, retain and
motivate highly qualified personnel capable of addressing the formidable tasks
necessary to develop and operate a secondary market where none had previously
existed, and to persevere in their efforts through what would likely be a number
of difficult and uncertain years. The Board and the Committee believe that
approach continues to be sound, inasmuch as the Corporation must compete in the
general market for the services of individuals with the education, experience
and prior achievements necessary to enhance the financial results and safety and
soundness of Farmer Mac's expanding and increasingly complex operations.
Accordingly, the Board and the Committee have undertaken to compensate those
employees in a reasonable manner consistent with compensation for executives in
other comparable businesses that involve similar duties and responsibilities,
while recognizing that the Corporation would have to set special objectives as
it progressed through developmental stages, whereby management would focus on
long-term structural, pricing and capital objectives, balanced with near-term
operating results.

Method of Determining Management Compensation Historically. The solution
initially devised by Farmer Mac's Board of Directors and Compensation Committee
in connection with the hiring of the Chief Executive Officer ("CEO") and other
senior members of management beginning in June 1989, was to adopt an approach to
executive compensation that relied upon both subjective (qualitative) and
objective (quantitative) evaluation criteria. That approach measured performance
primarily on the basis of management's accomplishments in implementing business
strategies designed to achieve the annual and long-term objectives defined in
the Corporation's annual business plan, as approved each year by the Board of
Directors. Historically, those criteria had related to efficient pricing of
Farmer Mac guaranteed securities and expansion of the pooler and seller
networks. In 1995, recognizing the urgent need for legislative changes to Farmer
Mac's charter and for business volume under a revised charter, the Board and
management established objectives for the 1995-96 business planning year (June
1, 1995 to May 31, 1996) that included important legislative revisions to its
charter, to improve the Corporation's viability. Those legislative objectives
were accomplished in early 1996, and the Corporation's criteria for measurement
of the performance of management in subsequent business planning years have
focused more on profitability, volume and quality control, consistent with
Farmer Mac's business potential under its revised charter.

Since 1995, as part of its ongoing efforts to evaluate its approach and
further refine the Corporation's compensation practices, the Compensation
Committee has employed the services of a nationally recognized independent
compensation consulting firm. With significant input and assistance from its
independent consultant, the Committee has worked to refine the Corporation's
policies relating to executive compensation. Those efforts culminated in the
adoption of: (i) a new system for comparative and competitive evaluation of base
salaries; (ii) a new approach to incentive compensation, including annual cash
and long-term non-cash components; and (iii) a management performance evaluation
form that has resulted in more quantitative measurement of management's
performance against the achievement of business plan objectives.

Each year, the Corporation's independent compensation consultant reviews
the Corporation's compensation practices and establishes an estimated range of
competitive compensation opportunities for the Corporation's senior management
to ensure that the Corporation's compensation structure is sufficiently
competitive to attract and retain highly qualified executives. The independent
consultant's competitive review and analysis of executive pay practices has
historically been based on a compilation of competitive compensation information
from published surveys in the banking and financial services industry, adjusted
to reflect the Corporation's size and other attributes (the "Competitive Data").
On the basis of that comparative review and other related analyses, the
Committee selects the range of, and target amounts for, total compensation as
well as for each of the three components of compensation - salary, annual cash
and long-term non-cash incentive - and then makes recommendations to the full
Board as to the actual levels of compensation to be awarded. The incentive
portions of the compensation package vary to reflect corporate performance,
which is measured against business plan objectives and results. In measuring the
achievement of those objectives and results, the Committee applies both
objective and subjective criteria, as established by the Board and management in
the business plan. For the 1997-98 business planning year (June 1, 1997 to May
31, 1998), three critical objectives were established, focusing on
profitability, volume and quality control: continue to improve operating
results; optimize internal operations with the evolution of the Corporation's
business; and maintain effective government, public and investor relations.

Method of Determining Management Compensation for the 1997-98 Business
Planning Year. The Corporation's procedures for determining management
compensation have been consistent from year to year. In April and May of each
year, towards the end of the Corporation's 12-month business plan cycle
("business planning year"), the Compensation Committee, composed entirely of
outside directors (as is the entire Board) and including the Chairman of the
Board, reviews management's performance against business plan objectives, taking
into account the business conditions that prevailed during the preceding
business planning year.

Detailed written performance evaluations are made of the members of senior
management other than the CEO, distributed to the Compensation Committee members
in advance, and discussed among the members in executive session. The CEO
participates in the evaluation of each other senior member of management, but
not in his own. As a benchmark for compensation decisions, the Compensation
Committee compares the salary and annual and long-term incentive compensation of
the Corporation's CEO and other members of senior management with the
corresponding range of compensation in the Competitive Data. This comparison is
made on both an annual and a multi-year basis, in order to take into account pay
levels and rates of increase at Farmer Mac and similar companies.

The Compensation Committee considers the performance and total compensation
of the CEO in executive session without the CEO present, prepares a detailed
written performance evaluation of the CEO and then includes the CEO in its
consideration of the performance and total compensation of each of the other
members of senior management. Based on those deliberations and input provided by
the independent compensation consultant, the Compensation Committee makes
recommendations consistent with the Corporation's compensation policies, the
terms of the contracts under which the CEO and other senior management are
employed, and its ability to attract and retain a management team with the
skills and talent necessary to achieve the Corporation's mission.

The Compensation Committee evaluated the performance of senior management
for the 1997-98 business planning year by reviewing the contribution of each
individual to the accomplishment of the strategies and objectives under the
1997-98 business plan. The Committee also evaluated the Corporation's
non-financial achievements during the business planning year, recognizing that a
significant aspect of the continuing development of Farmer Mac involved the
establishment of programs and products that facilitate participation by sellers
and provide effective access to the secondary market for stockholders who are
originators or purchasers of qualified loans. In that regard, the Compensation
Committee considered the significant business accomplishments and financial
results achieved during the 1997-98 business planning year, including the
six-fold increase in fiscal year net income for 1997 compared to 1996. The
Committee also recognized other important business accomplishments during the
planning year, including: expanding the number and diversity of participants in
the Farmer Mac cash window for the purchase of agricultural mortgages;
increasing the profitability of its loan securitizations; limiting expenses
through cost control measures; maximizing revenue through sophisticated
investment techniques; and broadening and diversifying the Corporation's
stockholder base through an additional equity offering in late 1997. All of
these factors were weighed carefully, with particular weight accorded to
profitability and the stock offering. On that basis, the Compensation Committee
recommended, and the Board approved, the compensation to senior management
disclosed herein.

The proportion of the total compensation package representing incentive
compensation (annual cash and long-term non cash incentive compensation) for the
1997-98 business planning year was 77% for the CEO and ranged between 53% and
67% for other members of senior management. In accordance with the
recommendation of the Compensation Committee with the concurrence of Towers
Perrin, the Corporation's independent compensation consultant for the 1997-98
business planning year, annual incentive compensation awards otherwise payable
in cash to members of senior management were instead paid in a 50%-50%
combination of restricted stock and stock options; accordingly, long-term
incentive compensation represented 100% of the total incentive compensation
package for the 1997-98 business planning year. The basis for determining
incentive compensation was the Compensation Committee's evaluation of each
individual's contribution to the achievement of the business and financial
accomplishments of the 1997-98 planning year, as well as an evaluation of each
individual's performance, based on subjective standards including professional
competence, motivation and effectiveness in implementing the strategies that led
to the achievement of the business plan objectives.

Basis for Determining Chief Executive Officer's Compensation. For the
1997-98 business planning year, Mr. Edelman received a base salary of $327,600
and was awarded incentive compensation with a total estimated value of
approximately $1.1 million. With respect to the incentive compensation component
of Mr. Edelman's total compensation, he received options to purchase 19,652
shares of Farmer Mac Class C Non-Voting Common Stock (one-third of the options,
valued at $308,143 as of the grant date, vested immediately upon grant;
one-third vest on May 31, 1999; and one-third vest on May 31, 2000) and 2,747
shares of restricted stock, vesting on May 31, 1999.

The Compensation Committee members believe that both the design of Farmer
Mac's compensation structure, as maintained with the assistance of its outside
compensation consultant, and the actual total compensation levels, as described
herein, reflect careful consideration of what was reasonable and fair, in light
of the Corporation's performance, from both management and stockholder
perspectives.

Compensation Committee

C. Eugene Branstool, Chairman
W. David Hemingway
James A. McCarthy
G. Clyde Southern
Clyde A. Wheeler

Compensation Committee Interlocks and Insider Participation

Directors Branstool, Hemingway, McCarthy, Southern and Wheeler comprise the
Corporation's Compensation Committee. None of these directors is or has been an
officer or employee of the Corporation.

Director Hemingway, a Class A director, is Executive Vice President of the
Investment Division of Zions First National Bank ("Zions"), the owner of 322,100
shares (or 31.4%) of Farmer Mac's Class A Voting Common Stock. He also is
Executive Vice President of Zions Bancorporation, the holding company for Zions
and the owner of 500,100 shares (or 16.3%) of Farmer Mac's Class C Non-Voting
Common Stock. Zions is an active participant in both the Farmer Mac I and II
programs. Zions has entered into contracts with Farmer Mac pursuant to which
Zions provides central servicing and loan review and underwriting services to
Farmer Mac with respect to certain Qualified Loans, including (with respect to
central servicing) those sold by Zions to Farmer Mac under the Farmer Mac I
program. During 1998, Zions received approximately $172,275 in servicing fees
and approximately $240,431 in loan review and underwriting fees under those
contracts. In addition, in 1998, Zions acted as agent with respect to the sale
of $15,000,000 of Farmer Mac's medium-term notes, in connection with which it
received fees of $30,000; acted as dealer with respect to the sale of
$1,261,100,000 of Farmer Mac's discount notes, in connection with which it
received commissions of $630,550; entered into interest rate swap agreements
with Farmer Mac having a principal amount of $116,583,503 with respect to
certain Qualified Loans it sells to Farmer Mac under the Farmer Mac I program;
and is an active participant in the Farmer Mac II program. See "Certain
Relationships and Related Transactions" for additional quantitative information
about Zions' participation in the Farmer Mac I and II programs.

Summary Compensation Table

The following table sets forth certain information for each of the last
three fiscal years with respect to the compensation awarded to, earned by, or
paid to Farmer Mac's Chief Executive Officer and each of Farmer Mac's four other
most highly compensated executive officers for the fiscal year ended December
31, 1998.

Long -Term
Compensation
Awards
-------------------
<S> <C> <C> <C> <C> <C> <C>
Restricted Securities
Fiscal Annual Compensation($) Stock Underlying All Other
Name and Principal Position Year Salary Bonus Awards($) Options Compensation($)4

------------------------- ------- ---------- -------- --------- --------- -------------
Henry D. Edelman, 1998 358,435 --- 164,820 19,652 36,298
President and 1997 344,530 108,535 10,639 36,548
Chief Executive 1996 309,019 48,000 39,780 33,193
Officer

Michael T. Bennett, 1998 198,876 --- 34,320 3,872 30,633
Vice President, 1997 197,946 25,200 2,879 30,541
General Counsel and 1996 181,843 9,000 14,916 28,630
Secretary

Thomas R. Clark, 1998 198,555 --- 45,900 5,040 31,811
Vice President, 1997 197,644 34,244 2,938 31,490
Corporate Relations 1996 181,451 14,100 15,579 29,370

Nancy E. Corsiglia, 1998 198,555 --- 60,720 6,210 29,913
Vice President, 1997 197,644 43,245 3,465 30,084
Business
Development, 1996 181,451 13,800 15,249 28,106
Treas. and CFO

Christopher A. Dunn, 1998 192,581 --- 58,500 5,967 30,304
Vice President, 1997 191,677 44,444 3,387 30,133
Mortgage-Backed 1996 175,861 12,075 20,013 28,222
Securities
</TABLE>

4 Includes contributions to the defined contribution plan in the amount of
$26,341 for 1998 on behalf of each of the officers named in the table, as well
as disability and life insurance premium payments paid on behalf of the
officers. See "Defined Contribution Pension Plan" and "Employment Agreements."

Option Grants During 1998

The table below sets forth, as to each of the named executive officers,
the following information with respect to option grants during 1998 and the
potential realizable value of such option grants: (i) the number of shares of
Class C Non-Voting Common Stock underlying options granted during 1998; (ii) the
percentage that such options represent of all options granted to employees
during that year; (iii) the exercise price; (iv) the expiration date; and (v)
the present value, as of the grant date, of the options under the option pricing
model discussed below.

% of Total
Options
Number of Granted to Hypothetical
Options Employees Exercise Price Expiration Value at
Name Granted5 in Year ($/Share) Date Grant Date6
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------
Henry D. Edelman 19,652 37.40 60.00 6/4/08 $924,430
Michael T. Bennett 3,872 7.37 60.00 6/4/08 182,139
Thomas R. Clark 5,040 9.59 60.00 6/4/08 237,082
Nancy E. Corsiglia 6,210 11.82 60.00 6/4/08 292,118
Christopher A.Dunn 5,967 11.36 60.00 6/4/08 280,688

</TABLE>

Option Exercises and Year End Value

The following table sets forth certain information relating to stock
options exercised during 1998 by, and the number and value of unexercised stock
options previously granted to, the individuals named in the Summary Compensation
Table.

Number of
Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at Year-End at Year-End7
SharesAcquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable

<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------
Henry D. Edelman -- -- 93,423 / 16,648 $2,397,690 / $5,764
Michael T. Bennett 5,000 $250,950 33,126 / 3,541 897,886 / 1,560
Thomas R. Clark -- -- 39,217 / 4,340 1,070,168 / 1,593
Nancy E. Corsiglia -- -- 39,629 / 5,295 1,061,087 / 1,877
Christopher A. Dunn -- -- 29,260 / 5,107 741,875 / 1,835

</TABLE>

5 Options granted in 1998 became exercisable in stages, with one-third having
vested on June 4, 1998, and one-third of the remainder vesting on each of May
31, 1999 and May 31, 2000.

6 The hypothetical value at grant date of options granted during 1998 has been
estimated on the date of the grant using the Black Scholes option pricing model
with the following assumptions: a dividend yield of 0.0%; an expected volatility
of 66.9%; a risk free interest rate of 5.6%; and an expected life of 5 years.

7 For purposes of this calculation, the value of the unexercised options is
determined by multiplying the number of options by the difference between the
exercise price and the closing price for the Class C Non-Voting Common Stock on
December 31, 1998.

Employment Agreements

The Corporation has entered into employment agreements (the "Agreements")
with the members of senior management ("officers") in order to provide them with
a reasonable level of job security, while limiting the Corporation's ultimate
financial exposure. Significant terms of the Agreements address each officer's
scope of authority and employment, base salary and incentive compensation (shown
as "bonus" in the Summary Compensation Table), benefits, conditions of
employment, termination of employment and the term of employment. Although the
Agreements expire on dates approximately one to three years from the present,8
the Corporation's exposure to severance pay and other costs of termination are
capped on the basis of the lesser of two years (eighteen months in the case of
dissolution) or the remaining term of the Agreement.

Under the Agreements, executive compensation includes base salary and
incentive compensation. Base compensation for all officers is paid bi-weekly
over the course of each year. Possible awards of incentive compensation are
considered annually at the end of the "business planning year" (June 1 to May
31) and are determined and payable under the circumstances discussed above in
"Compensation Committee Report on Executive Compensation."

The Agreements provide that each officer is entitled to certain benefits,
such as disability insurance, health, dental and vision insurance and life
insurance which are, in some cases, above the levels provided to employees
generally. See the "Summary Compensation Table" for information on other
benefits extended to the officers.

The Agreements also provide that an officer's employment may be terminated
"without cause" upon payment of severance pay consisting of all base salary
scheduled to be paid over the lesser of the remaining term of the Agreement or
two years. If the Board of Directors adopts a resolution authorizing a
dissolution of the Corporation, the Agreements also may be terminated upon
payment of severance pay consisting of all base salary scheduled to be paid
until the later of final dissolution or one and one-half years. An officer's
death or disability would permit termination on the same basis as "without
cause," but the Corporation's obligations in such instances are substantially
covered by insurance. The Agreements may be terminated by Farmer Mac for
"cause," as defined in the Agreements, in which event the officer will be paid
only accrued compensation to the date of termination.

Certain Relationships and Related Transactions

John Dan Raines is a member of the Board of Directors of AgFirst Farm
Credit Bank ("AgFirst"), a Farm Credit System institution with which Farmer Mac
and Fannie Mae have entered into a joint arrangement for the pooling of Rural
Housing Qualified Loans. Under the arrangement, AgFirst purchases eligible Rural
Housing Qualified Loans for pooling through the Farmer Mac I program and Farmer
Mac-guaranteed securities issued in connection therewith are to be purchased by
Fannie Mae with a guarantee fee payable by AgFirst to Farmer Mac and Fannie Mae.
To date, no such Farmer Mac-guaranteed securities have been issued thereunder.
AgFirst also acts as a central servicer and contract underwriter for Farmer Mac
in the Farmer Mac I program.

8 The Agreements with each of the executive officers expire June 1 of the
following years: H.D. Edelman, 2002; M.T. Bennett, T.R. Clark and N.E.
Corsiglia, 2001; and C.A. Dunn and T.D. Stenson, 2000.

From time to time, Farmer Mac purchases Qualified Loans under the Farmer
Mac I program and Guaranteed Portions under the Farmer Mac II program from
institutions which own five percent or more of a class of Voting Common Stock or
which have an officer or director who is a director on the Farmer Mac Board.
These transactions are conducted in the ordinary course of business, with terms
and conditions comparable to those applicable to lenders unaffiliated with
Farmer Mac. In 1998, Farmer Mac purchased 276 loans having an aggregate
principal amount of approximately $110 million from Zions First National Bank,
Salt Lake City, Utah ("Zions"). Zions is the holder of approximately 32% of
Farmer Mac's Class A Voting Common Stock and W. David Hemingway, a Class A
director of Farmer Mac, is Executive Vice President of Zions and its holding
company. In 1998, Farmer Mac also purchased: 33 loans having an aggregate
principal amount of approximately $18 million from Feather River State Bank
("FRSB"), Yuba City, California (Robert J. Mulder, a Class A director of Farmer
Mac, is President and Chief Executive Officer of FRSB); three loans having a
principal amount of approximately $1 million from Headlands Mortgage Company
(Peter T. Paul, a Class A director of Farmer Mac, is the founder, President and
CEO of Headlands Mortgage Company); and 40 loans having a principal amount of
approximately $11 million from AgFirst Farm Credit Bank (John Dan Raines is a
member of the Board of Directors of AgFirst Farm Credit Bank). In 1998, Farmer
Mac also swapped Farmer Mac guaranteed securities having a principal amount of
approximately $84 million with Central Coast Farm Credit for 174 loans having a
like principal balance in two transactions in the Farmer Mac I program. The
principal amount of Guaranteed Portions purchased by Farmer Mac under the Farmer
Mac II program from director-affiliated institutions or five percent or greater
shareholders was approximately 21.5% of that program's volume in 1998. During
1998, Farmer Mac entered into Farmer Mac II transactions with Zions involving
the purchase of Guaranteed Portions by Farmer Mac or the issuance of Farmer Mac
II guaranteed securities backed by Guaranteed Portions in an aggregate principal
amount of approximately $25 million (20.9% of the program's total). In 1998,
Farmer Mac also purchased: approximately $79,000 principal amount of Guaranteed
Portions (0.1% of the program's total) from Central National Bank, Canajoharie,
New York (David J. Nolan, a Class A director of Farmer Mac, is a member of the
Board of Directors and had been President and Chief Executive Officer and
Chairman of the Board of Central National Bank); and $639,000 principal amount
of Guaranteed Portions (0.5% of the program's total) from FRSB.

In addition to its participation as a seller of loans in the Farmer Mac
programs, Zions also acts as a dealer in Farmer Mac's discount and medium-term
note programs; is a counterparty to Farmer Mac on certain interest rate swap
transactions; and acts as a central servicer and contract underwriter for Farmer
Mac in the Farmer Mac I program. See, "Compensation Committee Interlocks and
Insider Participation" for quantitative information concerning Zions'
contractual relationships with Farmer Mac.

Performance Graph

Farmer Mac has three classes of Common Stock: Class A and Class B Voting
Common Stock and Class C Non-Voting Common Stock (collectively, the "Common
Stock"). The Common Stock was issued in Units and, until November 23, 1993,
traded as such. A "Class A Unit" consisted of one share of Class A Voting Common
Stock and one share of Class C Non-Voting Common Stock. A "Class B Unit"
consisted of one share of Class B Voting Common Stock and one share of Class C
Non-Voting Common Stock. In accordance with the terms of the initial public
offering, the Class C Non-Voting Common Stock separated from the Class A and
Class B Units on November 23, 1993 (the "Separation Date"). Since January 1994,
the Class A and Class C Common Stock have traded separately on the Nasdaq Stock
Market,9 although, through January 1996, each Class traded at a level
approximately one-half the price of a Class A Unit prior to the Separation
Date.10 As a result of the limited market for Class B Common Stock and the
infrequency of trades therein, the Class B Common Stock does not trade on any
market or exchange nor is Farmer Mac aware of any publicly available quotations
or prices with respect to Class B Common Stock.

9 The Class A Voting Common Stock is traded on the Nasdaq SmallCap tier of
The Nasdaq Stock Market (trade symbol - FAMCA) and the Class C Non-Voting Common
Stock is traded on the Nasdaq National Market tier of The Nasdaq Stock Market
(trade symbol - FAMCK). Farmer Mac has filed an application to list both the
Class A and Class C Stock on the New York Stock Exchange.

10 Since February 1996, following the passage of the legislation revising
Farmer Mac's statutory charter, per share prices of Class A and Class C Stock
have traded at different levels.

The following graph compares the performance of Farmer Mac's Class A
Voting and Class C Non-Voting Common Stock with the performance of the NASDAQ US
Stock Market Index ("NASDAQ US Index") and the Standard & Poor's Financial Index
("S&P Financial Index") over the period from December 31, 1993 to December 31,
1998. The graph assumes that $100 was invested on December 31, 1993 in each of:
Farmer Mac's Class A Stock; Farmer Mac's Class C Stock; the NASDAQ US Index; and
the S&P Financial Index; the graph also assumes that all dividends were
reinvested.

Comparative Total Return
(Class A and Class C Stock vs. Indices)

Nasdaq US FM-C S&P Fin FM-A
<S> <C> <C> <C> <C>
1993 100 100 100 100
1994 96 100 94 100
1995 138 94 140 83
1996 170 661 185 594
1997 209 1311 268 381
1998 293 825 294 386

</TABLE>

Stock Option Plans

General. The purpose of Farmer Mac's stock option plans is to encourage
stock ownership by directors, officers and other key employees, to provide an
incentive for such individuals to expand and improve the business of Farmer Mac
and to assist Farmer Mac in attracting and retaining key personnel. The use of
stock options is an attempt to align more closely the long-term interests of
employees with those of Farmer Mac's stockholders by providing those individuals
with the opportunity to acquire an equity interest in Farmer Mac. Farmer Mac's
stock option plans are administered by the Compensation Committee of the Board.
Because individuals are prohibited by law from owning shares of Voting Common
Stock, the Corporation uses unrestricted Class C Non-Voting Common Stock for the
purpose of granting options under its stock option plans. Under the plans, the
option price is required to be paid in cash, and no participant has any rights
as a stockholder with respect to shares subject to an option until the option
price has been paid and the shares are issued to the participant.

1992 Plan. In 1992, the Board adopted a Stock Option Plan (the "1992
Plan") for key management employees. The 1992 Plan provided for the issuance of
nonqualified stock options on Class C Non-Voting Common Stock at an original
option price of $15 per share, subject to adjustment pursuant to the plan's
anti-dilution provision, with a term of 10 years from the date of grant. The
Plan was amended in 1993 to increase the maximum number of shares of Class C
Non-Voting Common Stock that may be optioned and sold to 115,000. Options
covering 105,000 shares were granted under the 1992 Plan, are fully vested, and
have an adjusted option price of $6.56 per share, subject to further adjustment
pursuant to the plan's anti-dilution provision.

If a participant leaves Farmer Mac for any reason, including retirement,
all of that participant's rights to exercise any option under the 1992 Plan
terminate on the earlier of the option expiration date or 30 days after
termination of employment, unless termination was for "cause," in which case the
options expire immediately.

1996 Plan. In 1996, the Board adopted a second Stock Option Plan (the
"1996 Plan") for key management employees. The 1996 Plan provided for the
issuance of nonqualified stock options on Class C Non-Voting Common Stock at an
option price of $7.875 per share, subject to adjustment pursuant to the plan's
anti-dilution provision, with a term of 10 years from the date of grant. The
1996 Plan specified that the maximum number of shares of Class C Non-Voting
Common Stock that may be optioned and sold was 112,830. Options covering all
112,830 shares were granted under the 1996 Plan and are fully vested.

If a participant leaves Farmer Mac for any reason, including retirement,
all of that participant's rights to exercise any option under the 1996 Plan
terminate on the earlier of the option expiration date or 30 days after
termination of employment, unless termination was for "cause," in which case the
options expire immediately.

1997 Plan. In 1997, the Board adopted the 1997 Incentive Plan (the "1997
Plan"), which is a broad-based option plan for directors, officers and
non-officer employees. The 1997 Plan, as amended, provides for the issuance of a
maximum of 1,250,000 nonqualified stock options on Class C Non-Voting Common
Stock at an option price determined as of the grant date, with a term of 10
years from such date. The plan provides for the automatic annual grant to
directors of 10-year options to purchase 2,000 shares of Class C Non-Voting
Common Stock, with each grant to occur on the day of the annual meeting
(including the Meeting), with the option price to be determined as of such day.
In 1998, the 1997 Plan was amended to reduce the term of director options to
five years while extending the period for exercising options following
termination of board service to a period of up to two years. Under the 1997
Plan, options also are available for grant to all employees, not just officers,
based on their annual evaluations; the Board and management determined that
granting options to qualified non-officer employees would promote a sense of
corporate ownership in the best interest of the Corporation.

In 1997, options covering 59,878 shares were granted under the 1997 Plan
in stages, with one-third vesting on the date of the grant and, approximately,
the first and second anniversary of the date of the grant. Of the options
granted under the 1997 Plan, options to purchase 30,000 shares of Class C
Non-Voting Common Stock were granted to directors, 26,178 options were granted
to officers, and 3,700 options were granted to non-officer employees.

In 1998, options covering 82,541 shares were granted under the 1997 Plan
in stages, with one-third vesting on the date of the grant and, approximately,
the first and second anniversary of the date of the grant. Of the options
granted under the 1997 Plan, options to purchase 30,000 shares of Class C
Non-Voting Common Stock were granted to directors, 45,341 options were granted
to officers, and 5,800 options were granted to non-officer employees. In
addition, in 1998, options to purchase 1,400 shares of Class C Non-Voting Common
Stock were granted under the 1997 Plan to newly-hired non-officer employees,
with such options vesting on the first anniversary of each such employee's date
of employment.

If a participant leaves Farmer Mac for any reason, including retirement,
all of that participant's rights to exercise any option under the 1997 Plan
terminate on the earlier of the option expiration date or 90 days after
termination of employment (one year in the case of death or disability), unless
termination was for "cause," in which case the options expire immediately,
except in the case of directors, who have until the earlier of the option
expiration date or two years to exercise vested options. In 1999, the Board
amended the 1997 Plan to provide for accelerated vesting of unvested options in
the event of a participant's death or disability.

Defined Contribution Pension Plan

Farmer Mac annually contributes a percentage of each employee's base
salary to the Corporation's Defined Contribution Pension Plan (the "Pension
Plan"). The percentage is equal to the sum of (a) 13.2% of each employee's base
salary (not to exceed $160,000) and (b) 5.7% of the amount equal to the
employee's base salary (not to exceed $160,000) less the Social Security Taxable
Wage Base (which, for 1998, was $68,400).

All persons employed by Farmer Mac are eligible to participate in the
Pension Plan. The vesting period for the Pension Plan is two years; there is no
requirement for a matching contribution by the employee; and there is no defined
annual benefit to the employee upon retirement. The "Summary Compensation Table"
includes amounts contributed by the Corporation pursuant to the Pension Plan on
behalf of the executive officers who are named therein.

401(k) Savings Plan

Pursuant to the Corporation's 401(k) Savings Plan (the "Savings Plan"),
which is intended to be qualified under Section 401(k) of the Internal Revenue
Code of 1986, participants may increase their retirement savings through
tax-deferred contributions. All persons employed by Farmer Mac are eligible to
participate. Participants may defer up to 15% of their annual eligible
compensation up to the maximum deferral permitted under Federal law ($10,000 for
1998). The Corporation does not contribute any amounts to the Savings Plan.

Item No. 2: Selection of Independent Auditors

The By-Laws of the Corporation provide that the Audit Committee shall
select the Corporation's independent auditors "annually in advance of the annual
meeting of stockholders and that selection shall be submitted for ratification
or rejection at such meeting." In addition, the Audit Committee reviews the
scope and results of the audits, the accounting principles being applied, and
the effectiveness of internal controls. The Audit Committee also ensures that
management fulfills its responsibilities in the preparation of the Corporation's
financial statements. Since the last annual meeting, the Audit Committee,
composed of Messrs. Rhodes (Chairman), who is not a nominee for re-election,
Junkins and Mulder, met five times.

In accordance with the By-Laws, the Audit Committee has unanimously
recommended Arthur Andersen LLP as the Corporation's independent auditors for
the fiscal year ending December 31, 1999. This proposal is put before the
stockholders in conformity with the current practice of seeking stockholder
approval of the selection of independent auditors. The ratification of the
appointment of Arthur Andersen LLP as the Corporation's independent public
accountants requires the affirmative vote of a majority of the shares present in
person or by proxy at the Meeting and entitled to be voted.

Representatives of Arthur Andersen LLP are expected to attend the Meeting.
They will have the opportunity to make a statement if they desire to do so, and
will be available to answer appropriate questions from stockholders present at
the Meeting.

The Board of Directors recommends a vote FOR the proposal to ratify the
selection of Arthur Andersen LLP as independent auditors for the Federal
Agricultural Mortgage Corporation for 1999. Proxies solicited by the Board of
Directors will be so voted unless holders of the Corporation's Voting Common
Stock specify to the contrary on their proxies, or unless authority to vote is
withheld.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires Farmer Mac's
officers and directors, and persons who beneficially own more than ten percent
of a registered class of Farmer Mac's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish Farmer Mac with copies of
all Forms 3, 4 and 5 filed.

Based solely on Farmer Mac's review of its corporate records, which
include copies of forms it has received, and written representations from
certain reporting persons that they were not required to file a Form 5 for
specified fiscal years, Farmer Mac believes that all of its officers, directors,
and greater than ten percent beneficial owners complied with all filing
requirements applicable to them with respect to transactions during 1998.

Principal Stockholders of Voting Common Stock

It is believed that, as of the date of this Proxy Statement, the
following institutions are the beneficial owners of either 5% or more of the
outstanding shares of the related class of Voting Common Stock or 5% or more of
the total outstanding shares of Voting Common Stock.

Number Percent of Total Percent of Total
of Shares Voting Shares Shares Held
Name and Address Beneficially Owned Outstanding By Class
<S> <C> <C> <C>

AgAmerica, FCB11 85,774 shares of Class B
Spokane, WA 99220 Voting Common Stock 5.62% 17.14%

AgFirst Farm Credit Bank12 84,024 shares of Class B
Columbia, SC 29202 Voting Common Stock 5.51% 16.79%

AgriBank, FCB 148,441 shares of Class B
St. Paul, MN 55101-1849 Voting Common Stock 9.73% 29.67%

CoBank 30,136 shares of Class B
Denver, CO 80217-5110 Voting Common Stock 1.97% 6.02%

Farm Credit Bank of Texas13 38,503 shares of Class B
Austin, TX 78761 Voting Common Stock 2.52% 7.70%

Farm Credit Bank of Wichita14 45,223 shares of Class B
Wichita, KS 67201 Voting Common Stock 2.96% 9.04%

Western Farm Credit Bank 55,250 shares of Class B
Sacramento, CA 95813 Voting Common Stock 3.62% 11.04%

Zions First National Bank15 322,100 shares of Class A
Salt Lake City, UT 84111 Voting Common Stock 21.11% 31.40%

</TABLE>

* The percentage is determined by dividing the number of shares of Voting Common
Stock owned by the total of the number of shares of Voting Common Stock
outstanding.
** The percentage is determined by dividing the number of shares of
the class of Voting Common Stock owned by the number of shares of that class of
Voting Common Stock outstanding.
11 John G. Nelson III, currently a member of
the Board of Directors and a Class B Nominee, is Chairman of the Board of
Directors of AgAmerica, FCB.
12 John Dan Raines, currently a member of the Board
of Directors and a Class B Nominee, is a member of the Board of Directors of
AgFirst Farm Credit Bank.
13 James A. McCarthy, currently a member of the Board
of Directors and a Class B Nominee, is Chairman of the Board of Directors of the
Farm Credit Bank of Texas.
14 Darryl W. Rhodes, currently a member of the Board
of Directors, but not a nominee for re-election, is a Senior Vice President of
the Farm Credit Bank of Wichita.
15 W. David Hemingway, currently a member of
the Board of Directors and a Class A Nominee, is Executive Vice President of
Zions First National Bank.

<PAGE>

Solicitation of Proxies

The Corporation will pay the cost of the Meeting and the costs of
soliciting proxies, including the cost of mailing the proxy material. The
Corporation has retained D.F. King & Co., Inc. to act as the Corporation's proxy
solicitation firm for a fee of approximately $7,500. In addition to solicitation
by mail, employees of D.F. King & Co., Inc. may solicit proxies by telephone,
electronic mail, telegram or personal interview. Brokerage houses, nominees,
fiduciaries and other custodians will be requested to forward solicitation
material to the beneficial owners for shares held of record by them, and will be
reimbursed for their expenses by the Corporation.

Other Matters

The enclosed proxy confers on the Proxy Committee discretionary authority
to vote the shares represented thereby in accordance with the members' best
judgment with respect to all matters that may be brought before the Meeting or
any adjournment thereof, in addition to the scheduled items of business, and
matters incident to the Meeting. The Board of Directors does not know of any
other matter that may properly be presented for action at the Meeting. If any
other matters should properly come before the Meeting or any adjournment
thereof, the persons named in the accompanying proxy intend to vote such proxy
in accord with their best judgment.

Upon written request, Farmer Mac will furnish, without charge, to each
person whose proxy is being solicited a copy of its Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, as filed with the Securities and
Exchange Commission. Written requests should be directed to Michael T. Bennett,
Corporate Secretary, Federal Agricultural Mortgage Corporation, 919 18th Street,
N.W., Suite 200, Washington, D.C. 20006.

The giving of your proxy will not affect your right to vote your shares
personally if you do attend the Meeting. In any event, it is important that you
complete, sign and return the enclosed proxy card promptly to ensure that your
shares are voted.

By order of the
Board of Directors,

Michael T. Bennett
Corporate Secretary

April 26, 1999
Washington, D.C.
<PAGE>

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 3, 1999

The undersigned hereby appoints Henry D. Edelman, Michael T. Bennett, and
Thomas R. Clark, and any of them, as Proxies for the undersigned and to
vote all of the shares of the Class B Voting Common Stock of the FEDERAL
AGRICULTURAL MORTGAGE CORPORATION (the "Corporation") that the undersigned
is entitled to vote at the Annual Meeting of Stockholders of the
Coporation to be held on June 3, 1999, and any and all adjournments
thereof.

The Board of Directors unanimously recommends a vote FOR the
proposals.

In their decision, the Proxies are authorized to vote on such other
matters as may properly come before the meeting. THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS and, when properly executed, will be
voted as instructed herein. If no instructions are given, this proxy will
be voted FOR proposals 1 and 2.

PLEASE COMPLETE, SIGN, DATE AND MAIL IN THE ENCLOSED ENVELOPE.
<PAGE>

PLEASE MARK VOTES AS IN THIS EXAMPLE

1. Election of

Class B Nominees: For With- For All
hold Except
[ ] [ ] [ ]

Kenneth E. Graff, James A. McCarthy, John G. Nelson III
John Dan Raines, and Donald W. Winters

2. Proposal to approve the appointment of Arthur Anderson LLP
as independent auditors for the Corporation for the fiscal
year ending December 31, 1999.

If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line
through the nominee(s) name in the list above. Your shares
will be voted for the remaining nominee(s).

Record Date Shares:

Please be sure to sign and date this Proxy Date

Stockholder sign here__________________ Co-owner sign here________________

<PAGE>

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 3, 1999

The undersigned hereby appoints Henry D. Edelman, Michael T. Bennett, and
Thomas R. Clark, and any of them, as Proxies for the undersigned and to
vote all of the shares of the Class A Voting Common Stock of the FEDERAL
AGRICULTURAL MORTGAGE CORPORATION (the "Corporation") that the undersigned
is entitled to vote at the Annual Meeting of Stockholders of the
Corporation to be held on June 3, 1999, and any and all adjournments
thereof.

The Board of Directors unanimously recommends a vote FOR the
proposals.

PLEASE COMPLETE, SIGN, DATE, AND MAIL IN THE ENCLOSED ENVELOPE.

<PAGE>

PLEASE MARK VOTES AS IN THIS EXAMPLE

1. Election of

Class A Nominees: For With- For All
hold Except
[ ] [ ] [ ]

W. David Hemingway, Mitchell A. Johnson
Robert J. Mulder, David J. Nolan and Peter T. Paul

2. Proposal to approve the appointment of Arthur Anderson LLP
as independent auditors for the Corporation for the fiscal
year ending December 31, 1999.

Record Date Shares:

Please be sure to sign and date this Proxy Date

Stockholder sign here ___________________ Co-owner sign here_________________