•         Shareholder Ownership Threshold Required to be Met For Shareholders to
          Request That a Special Meeting Be Called. As amended, this Section
          requires that, in order for shareholders to request that a special
          meeting be called, a written request therefor, delivered to Farmer
          Mac's Secretary, must be signed and dated by the holders of record of
          at least a majority of the outstanding shares of Farmer Mac's common
          stock having voting power.


•         Request by a Shareholder for a Record Date to Determine Shareholders
          Entitled to Request that a Special Meeting Be Called. This Section was
          added to require that shareholders seeking to request that a special
          meeting be called first request that the Board set a record date for
          determining shareholders entitled to request that a special meeting be
          called. To be in proper form, such a record date request notice shall
          (i) set forth the purpose or purposes of the special meeting and the
          matters proposed to be acted on at it, the reasons for conducting such
          matters at the special meeting and any material interest in such
          matters of each "Requesting Person" (as defined in the By-Laws), (ii)
          set forth a reasonably detailed description of all agreements,
          arrangements and understandings (A) between or among any of the
          Requesting Persons or (B) between or among any Requesting Person and
          any other person or entity (including their names) in connection with
          the request for the special meeting or the business proposed to be
          conducted at the special meeting, (iii) be signed by one or more
          shareholders of record as of the date of signature who holds one or
          more shares of the Corporation's common stock having voting power, (iv)
          bear the date of signature of each such shareholder, (v) set forth a
          representation that each of the Requesting Persons intends to appear in
          person or by proxy at the special meeting to present the proposal(s) or
          business to be brought before the special meeting, (vi) set forth, to
          the extent that any Requesting Person intends to solicit proxies with
          respect to the shareholder's proposal(s) or business to be presented at
          the special meeting, a representation to that effect, and (vii) set
          forth such other information required by the By-Laws to be disclosed
          for each Requesting Person.


•         Request by a Shareholder for a Special Meeting of Shareholders to be
          Called. This Section was added to prescribe the procedures that must be
          followed by shareholders seeking to request that a special meeting be
          called, including, but not limited to, describing the requirements for
          the notice that must be submitted to the Secretary of

•         Circumstances in which the Board Shall Not be Required to Call a
          Special Meeting. This Section was added to provide, among other things,
          that the Board would not be required to call a special meeting at the
          request of a shareholder, if (i) the request relates to an identical or
          substantially similar item of business (a "Similar Item") for which a
          previous record date was fixed and such request is delivered within one
          year of such previous record date, (ii) if a Similar Item will be
          submitted for shareholder approval at any shareholder meeting to be
          held within one hundred twenty (120) days of receipt of such request,
          (iii) if a Similar Item has been presented at the most recent annual
          meeting or at any special meeting held within one year prior to receipt
          of such request, or (iv) a Similar Item is included in Farmer Mac's
          notice as an item of business to be brought before a shareholder
          meeting that has been called but not yet held. In addition, the Board
          would not be required to call a special meeting if the request for a
          special meeting (i) relates to an item that is not a proper subject for
          shareholder action under applicable law or the By-Laws, (ii) relates to
          the election or removal of directors, or (iii) includes an item of
          business to be transacted at such meeting that did not appear on the
          notice to the Board requesting that a record date be set for
          determining shareholders entitled to request that a special meeting be
          called.


•         Article IV, Section 3 (Action Without a Meeting). This Section was
          added to provide that any action that shareholders may take at a
          meeting of the shareholders may be taken without a meeting, if a
          written consent, setting forth the action so taken, is signed by all of
          the shareholders entitled to vote on the action. This Section also
          provides that no written consent shall be effective to take the
          corporate action referred to therein unless, within thirty (30) days of
          the earliest dated consent delivered to Farmer Mac pursuant to the
          By-Laws, written consents signed by all of the shareholders entitled to
          vote on the action are so recorded.


•         Article IV, Section 6 (Record Date). This Section was amended primarily
          to add a provision that provides a procedure by which the Board can set
          the record date for determining shareholders entitled to express
          consent to corporate action in writing without a meeting. As amended,
          this Section provides that any person seeking to have the shareholders
          take action by written consent must submit a written request to Farmer
          Mac requesting that the Board fix a record date for such purpose and
          that the Board shall fix such a record date within ten (10) days after
          the date on which such a request is received and verified and which
          date shall not be more than ten (10) days after the date upon which the
          resolution fixing such a record date is adopted by the Board. This
          Section was also amended to provide that any record date set by the
          Board for determining

•         Article IV, Section 12 (Meeting Protocol). This Section was added to
          provide that the Board and the chairman of any shareholders' meeting
          shall have the authority to adopt such rules, regulations or procedures
          for the conduct of meetings of shareholders as are deemed necessary,
          appropriate or convenient for the proper conduct of the meeting,
          including, but not limited to, rules, regulations or procedures as are
          necessary or appropriate to maintain order, decorum, safety and
          security at the meeting.


•         Article IV, Section 14 (Business of the Meeting). This Section was
          amended to revise the requirements to be met by a shareholder intending
          to bring business before the annual meeting, including, but not limited
          to, those relating to the timely and proper notice required to be
          submitted by such a shareholder.


•         Timely Notice. As amended, this Section requires a shareholder seeking
          to bring business (other than director nominations) before an annual
          meeting of shareholders to deliver a timely and proper advance written
          notice to Farmer Mac. To be timely, such notice must be received by
          Farmer Mac's Secretary not earlier than the one hundred twentieth
          (120th) calendar day, and not later than the ninetieth (90th) calendar
          day prior to the first anniversary of the immediately preceding year's
          annual meeting of shareholders; provided, however, that in the event
          that no annual meeting was held in the previous year or the annual
          meeting is called for a date that is more than thirty (30) calendar
          days earlier or more than sixty (60) calendar days later than such
          anniversary date, notice by the shareholder in order to be timely must
          be received not later than the ninetieth (90th) calendar day prior to
          the date of such annual meeting or, if later, the tenth (10th) calendar
          day following the day on which public disclosure of the date of such
          annual meeting is first made by Farmer Mac.


•         Proper Notice. As amended, this Section also requires that, in addition
          to being provided on a timely basis, such advance notice provided by a
          shareholder seeking to bring a proposal before an annual meeting must
          be in proper written form and must include certain representations from
          the shareholder and provide detailed information with respect to, among

•         Article V, Section 3 (Board of Directors). This Section was added to
          provide a separate advance notice of director nominations provision and
          to provide a process for the delivery of timely and proper notices with
          respect to such shareholder nominations similar to the process
          described above for shareholder proposals that are not director
          nominations. Farmer Mac's prior by-laws, while requiring an advance
          notice of director nominations to be submitted pursuant to a timely and
          proper notice, included such a requirement in the same provision that
          prescribed the timely and proper notice required for a shareholder

•         Timely Notice. This Section amends the timely notice requirements set
          forth in Farmer Mac's prior by-laws. This Section, like the Section
          described above applicable to shareholder proposals that are not
          director nominations, requires that shareholders

•         Proper Notice. This Section requires that, in order for an advance
          notice by a shareholder of intent to bring director nominations before
          an annual meeting to be proper, it must be in proper written form. The
          content of the advance notice for director nominations is very similar
          to that required to be submitted by a shareholder seeking to bring a
          proposal before an annual meeting and must include certain
          representations from the shareholder and provide detailed information
          with respect to, among other things, (i) each Nominating Person (as
          defined in the By-Laws), including, but not limited to, any information
          relating to each Nominating Person that would be required to be
          disclosed in a proxy statement or other filings required to be made in
          connection with solicitations of proxies for the election of directors
          in a contested election pursuant to Section 14 of the Exchange Act and
          the rules and regulations promulgated thereunder, (ii) the shares of
          Farmer Mac's capital stock held beneficially and of record by each
          Nominating Person, (iii) each proposed nominee, including, but not
          limited to, all information that is required to be disclosed in a proxy
          statement or other filings required to be made in connection with
          solicitations of proxies for election of directors pursuant to Section
          14(a) under the Exchange Act (including such proposed nominee's written
          consent to being named in the proxy statement as a nominee and to
          serving as a director if elected), (iv) a description of all direct and
          indirect compensation and other material monetary agreements,
          arrangements and understandings during the past three years, and any
          other material relationships, between or among any Nominating Person
          and its respective affiliates and associates or others Acting in
          Concert therewith (as defined in the By-Laws), on the one hand, and
          each proposed nominee and his or her respective affiliates and
          associates or others Acting in Concert therewith, on the other hand,
          including, without limitation, all information that would be required
          to be disclosed pursuant to Item 404 under Regulation S-K (or any
          successor regulations) if such Nominating Person, or any affiliate or
          associate thereof or others Acting in Concert therewith, were the
          "registrant" for purposes of such rule and the proposed nominee were a
          director or executive officer of such registrant, (v) a representation
          that each Nominating Person intends to appear in person or by proxy at
          the meeting to propose nominees for election to the Board, (vi) a
          representation that each Nominating Person has complied with all
          applicable provisions of the Exchange Act relating to its ownership of
          shares of any class or series of Farmer Mac's capital stock, including,
          but not limited to, the filing with the SEC of any Schedule 13D or any
          amendment thereto required to be filed pursuant to the Exchange Act,
          and (vii) a reasonably detailed description of all agreements,
          arrangements and understandings (A) between or among any of the
          Nominating Persons or (B) between or among any Nominating Person and
          any other

•         Article VIII (Indemnification). This Section was amended to enhance the
          indemnification that Farmer Mac provides to its directors, officers and
          others serving or who served in an Official Capacity (as defined in the
          By-Laws) at the request of Farmer Mac. Among the revisions to the
          indemnification provisions contained in Article VIII of the By-Laws are
          the following:


•         Article VIII, Section 1(a) (Authorizing Indemnification to the Fullest
          Extent Permitted by Applicable Law). This Section was amended to
          clarify that indemnification of directors, officers and others serving
          or who served in an Official Capacity shall be provided to the fullest
          extent permitted by applicable law, as such applicable law may be
          amended, but only if such amendments provide for broader
          indemnification rights.


•         Article VIII, Section 1(a) (Definition of "Official Capacity"). This
          definition has been added to clarify the scope of individuals for whom
          indemnification shall be provided, including to any directors, officers
          and categories of others serving or who served at the request of Farmer
          Mac in any Official Capacity.


•         Article VIII, Section 1(a) (Definition of an "Other Enterprise"). This
          definition has been added to provide that indemnification shall be
          provided to any directors, officers and others serving or who served in
          any Official Capacity either for Farmer Mac or, at the request of
          Farmer Mac, for an "Other Enterprise" (as defined in the By-Laws).


•         Article VIII, Section 1(a) (Standard of Conduct Required for
          Indemnification). The revised standard of conduct required for an
          indemnified person to qualify for indemnification requires those

•         Article VIII, Section 1(b) (Definition of a "Proceeding"). This
          definition has been added to the By-Laws to ensure that the definition
          is sufficiently broad and encompasses various types of legal
          proceedings, whether formal or informal, for which indemnification may
          be sought.


•         Article VIII, Section 1(c) (Definition of "Expenses"). This definition
          has been added to the By-Laws to ensure that the definition is
          sufficiently broad and encompasses various types of direct and indirect
          losses, liabilities and expenses that a director, officer or other
          person serving or who served in an Official Capacity may incur and with
          respect to which indemnification may be sought.


•         Article VIII, Section 2 (Presumption of Good Faith). A presumption of
          "good faith" has been added to the By-Laws to provide that, for
          purposes of determining whether indemnification is proper under the
          circumstances because the person met the applicable

•         Article VIII, Section 4 (Advancement of Expenses). This Section was
          amended to, among other things, provide that Farmer Mac shall not
          impose on the indemnified party any unusual conditions to the
          advancement of expenses or require from the indemnified person any
          undertakings regarding repayment other than an undertaking by or on
. . .