Item 3.02 Unregistered Sales of Equity Securities.

On August 11, 2009, Farmer Mac sold 17,000 shares of its Series C non-voting cumulative preferred stock ("Series C") to National Rural Utilities Cooperative Finance Corporation ("National Rural"). The terms and conditions of Series C are described in more detail in Farmer Mac's Current Report on Form 8-K filed on December 30, 2008 and Farmer Mac's Annual Report on Form 10-K filed on March 16, 2009. Farmer Mac sold the 17,000 shares of Series C to National Rural without registration under the Securities Act of 1933, as amended, in reliance upon the exemption provided by Section 3(a)(2) for an aggregate purchase price of $17.0 million, or $1,000 per share. The 17,000 shares sold to National Rural resulted in there being 57,000 shares of Series C outstanding as of the date of this report.

In conjunction with the issuance and sale of the 17,000 shares of Series C to National Rural, Farmer Mac guaranteed, and Farmer Mac Mortgage Securities Corporation (Farmer Mac's wholly-owned subsidiary) purchased, an aggregate of $425 million of notes representing general obligations of National Rural and secured by eligible rural utilities loans in an amount at least equal to the total principal amount of notes outstanding. The $425 million of notes were advances under a $1 billion borrowing facility with National Rural entered into in May 2009 that is similar to two previous $500 million facilities initially described in Farmer Mac's Current Report on Form 8-K filed on December 19, 2008 and then subsequent periodic filings with the SEC. As with the two previous facilities, in connection with each advance made under the May 2009 facility National Rural will be required to purchase shares of Series C in an amount sufficient to maintain a balance at all times that is at least equal to 4 percent of the principal amount of the notes outstanding under the new facility ($425 million as of the date of this report). This feature is part of a program Farmer Mac has developed under which a participant utilizing Farmer Mac for guarantee and purchase transactions involving portfolios of qualified loans will be required to purchase an equity interest in Farmer Mac in the form of shares of Series C, thereby enabling Farmer Mac to raise additional capital to support its mission of providing liquidity and lending capacity to agricultural and rural utilities lenders.

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