National Rural Utilities Cooperative Finance Corp /DC/ ▼

BYLAWS

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

(As amended March 25, 1970; February 29, 1972; February 27, 1973; February 1, 1983; February 3, 1987; February 9, 1988; February 11, 1992; February 28, 1995; March 21, 2000; and February 17, 2004)

ARTICLE I � Purposes and Powers

Section l. Purposes.

The purposes of National Rural Utilities Cooperative Finance Corporation (hereinafter called the Association) shall be as stated in its Articles of Incorporation.

Section 2. Powers.

(a) For the accomplishment of  . . .

AMENDMENT AND WAIVER NO.1 TO THE REVOLVING

CREDIT AGREEMENT

AMENDMENT AND WAIVER NO. 1 dated as of August 13, 2003 ("Amendment No. 1") to the Revolving Credit Agreement dated as of June 30, 2003 (as amended from time to time, the "Credit Agreement") among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia (with its successors, the "Borrower"), the BANKS listed on the signature pages thereto (together with their successors, the "Banks"), THE BANK OF TOKYO MITSUBISHI, LTD, NEW YORK BRANCH,  . . .

EMPLOYMENT AGREEMENT

     This Agreement is made and entered into, effective as of March 1, 2004, by and between National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative corporation (�CFC�) and Sheldon C. Petersen (the �Executive�).

     WHEREAS, CFC desires to retain the Executive as its Governor and Chief Executive Officer under this Agreement for the period provided for in this Agreement, and the Executive is willing to serve in the employ of CFC on a full-time basis for such period, upon such  . . .

EMPLOYMENT AGREEMENT

             This Agreement is made and entered into, effective as of March 1, 2001, by and between National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative corporation (?CFC?) and Sheldon C. Petersen (?the Executive?).

             WHEREAS, CFC desires to retain the Executive as its Governor and Chief Executive Officer under this Agreement for the period  . . .

FIRST SUPPLEMENTAL INDENTURE

THE UNITED STATES OF AMERICA
acting through the Rural Utilities Service

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION

U.S. BANK TRUST NATIONAL ASSOCIATION

_______________________________

PLEDGE AGREEMENT

_______________________________

Dated as of June 14, 2005

REVOLVING CREDIT AGREEMENT

dated as of

March 22, 2006

among

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION,

THE BANKS LISTED HEREIN,

ABN AMRO BANK N.V.,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

and

THE ROYAL BANK OF SCOTLAND PLC
as Co-Documentation Agents,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

and

THE BANK OF NOVA SCOTIA,
as Syndication Agent

THE BANK OF NOVA SCOTIA

and

J.P. MORGAN SECURITIES, INC.,

as Co-Lead Arrangers and Joint Bookrunners

REVOLVING CREDIT AGREEMENT

dated as of

March 30, 2004

among

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION,

THE BANKS LISTED HEREIN,

THE BANK OF NOVA SCOTIA,

ABN AMRO BANK N.V.,

and

THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH

as Co-Documentation Agents,

and

JPMORGAN CHASE BANK,
as Administrative Agent

BANK OF AMERICA, N.A.,
as Syndication Agent

J.P. MORGAN SECURITIES INC.

and

BANC OF AMERICA SECURITIES LLC,
as Co-Lead Arrangers and Joint Bookrunners

REVOLVING CREDIT AGREEMENT
 

dated as of
 

March 30, 2004
 

among
 

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION,
 

THE BANKS LISTED HEREIN,
 

JPMORGAN CHASE BANK,
 

BANK OF AMERICA, N.A.,
 

and

THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH
as Co-Documentation Agents,
 

THE BANK OF NOVA SCOTIA,
as Administrative Agent
 

and
 

ABN AMRO BANK N.V.,
as Syndication Agent
 

Arranged by
THE  . . .

REVOLVING CREDIT AGREEMENT

dated as of

June 30, 2003

among

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION,

THE BANKS LISTED HEREIN,

THE BANK OF NOVA SCOTIA,

ABN AMRO BANK N.V.,

and

BANK ONE, NA,

as Co-Documentation Agents,

and

JPMORGAN CHASE BANK,

as Administrative Agent

BANC OF AMERICA SECURITIES LLC,

as Syndication Agent

J.P. MORGAN SECURITIES INC.

and

BANC OF AMERICA SECURITIES LLC,

as Co-Lead Arrangers and Joint  . . .

REVOLVING CREDIT AGREEMENT

dated as of

June 30, 2003

among

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION,

THE BANKS LISTED HEREIN,

THE BANK OF TOKYO MITSUBISHI, LTD., NEW YORK BRANCH

and

JPMORGAN CHASE BANK,

and

BANC OF AMERICA SECURITIES LLC
as Co-Documentation Agents,

ABN AMRO BANK N.V.,
as Syndication Agent,

and

THE BANK OF NOVA SCOTIA,
as Administrative Agent

Arranged by
THE BANK OF NOVA SCOTIA

TABLE OF CONTENTS

Page

ARTICLE 1

Definitions

Section 1.01. Definitions

1

Section 1.02. Accounting Terms and  . . .

REVOLVING CREDIT AGREEMENT

dated as of

August 8, 2001

among

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION,

THE BANKS LISTED HEREIN,

TORONTO DOMINION (TEXAS), INC.,

THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,

and

BANK ONE, N.A.,

as CO-DOCUMENTATION AGENTS,

BNP PARIBAS,

as SYNDICATION AGENT

and

THE BANK OF NOVA SCOTIA

as ADMINISTRATIVE AGENT

Arranged by

THE BANK OF NOVA SCOTIA

ARTICLE 1

Definitions

REVOLVING CREDIT AGREEMENT

dated as of

August 8, 2001

among

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION,

THE BANKS LISTED HEREIN,

THE BANK OF NOVA SCOTIA

BANK ONE, N.A.,

and

ABN AMRO BANK N.V.

as CO-DOCUMENTATION AGENTS,

BANC OF AMERICA SECURITIES LLC,

as SYNDICATION AGENT,

and

THE CHASE MANHATTAN BANK,

as ADMINISTRATIVE AGENT

Arranged by

J.P. MORGAN SECURITIES INC.

and

BANC OF AMERICA SECURITIES  . . .

SUPPLEMENTAL BENEFIT AGREEMENT

     This Agreement is made and entered into effective as of July 22, 2004, by and between Rural Telephone Finance Cooperative, a South Dakota cooperative corporation (�RTFC�) and Sheldon C. Petersen (the �Executive�).

     WHEREAS, RTFC desires to retain the executive as its Chief Executive Officer under this Agreement for the period provided for in this Agreement, and the Executive is willing to serve in the employ of RTFC for such period, upon such terms and conditions as are provided herein;

  . . .

                            NATIONAL RURAL UTILITIES
                         COOPERATIVE FINANCE CORPORATION

                        5.95% Subordinated Notes due 2045
                (Subordinated Deferrable Interest Notes Due 2045)

                             Underwriting Agreement

                                                                February 9, 2005

UBS SECURITIES LLC
As Representative of the several
Underwriters named on Schedule I hereto
In care of UBS Securities LLC
677 Washington Boulevard
Stamford, CT 06901

Dear Sirs:

            National Rural  . . .

                            NATIONAL RURAL UTILITIES

                         COOPERATIVE FINANCE CORPORATION

               $600,000,000 4.75% Collateral Trust Bonds due 2014


                             Underwriting Agreement

                                                               February 18, 2004


Banc of America Securities LLC
9 West 57th Street
New York, New York 10019

J.P. Morgan Securities Inc.
270 Park Avenue, 8th Floor
New York, NY 10017

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, New York 10017
   . . .

                            NATIONAL RURAL UTILITIES
                         COOPERATIVE FINANCE CORPORATION

                        6.10% Subordinated Notes due 2044
                (Subordinated Deferrable Interest Notes Due 2044)

                             Underwriting Agreement

                                                                February 4, 2004


UBS SECURITIES LLC
As Representative of the several
Underwriters named on Schedule I hereto
In care of UBS Securities LLC
677 Washington Boulevard
Stamford, CT 06901


Dear Sirs:

            National Rural  . . .

                            NATIONAL RURAL UTILITIES

                         COOPERATIVE FINANCE CORPORATION

               $200,000,000 3.25% Collateral Trust Bonds due 2007

               $500,000,000 4.375% Collateral Trust Bonds due 2010

                             Underwriting Agreement

                                                              September 23, 2003

ABN AMRO Incorporated
Park Avenue Plaza
55 East 52nd Street, 6th Floor
New York, New York 10055

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

UBS Securities LLC
677 Washington  . . .

                            NATIONAL RURAL UTILITIES
                         COOPERATIVE FINANCE CORPORATION

                        6.75% Subordinated Notes due 2043
                (Subordinated Deferrable Interest Notes Due 2043)

                             Underwriting Agreement

                                                               February 21, 2003


UBS WARBURG LLC
As Representative of the several
Underwriters named on Schedule I hereto
In care of UBS Warburg LLC
677 Washington Boulevard
Stamford, CT 06901


Dear Sirs:

            National Rural  . . .

                            NATIONAL RURAL UTILITIES

                         COOPERATIVE FINANCE CORPORATION

           $400,000,000 Floating Rate Collateral Trust Bonds due 2005
               $600,000,000 3.00% Collateral Trust Bonds due 2006
               $500,000,000 3.875% Collateral Trust Bonds due 2008

                             Underwriting Agreement

                                                                January 31, 2003

J.P. Morgan Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017

Lehman Brothers Inc.
745 Seventh Avenue
New York,  . . .

                                                                  CONFORMED COPY
                            NATIONAL RURAL UTILITIES
                         COOPERATIVE FINANCE CORPORATION

                      $1,250,000,000 5.75% Notes, due 2009


                             Underwriting Agreement


                                 August 23, 2002


Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019


        As Representatives of  . . .

                           NATIONAL RURAL UTILITIES
                       COOPERATIVE FINANCE CORPORATION

                       $500,000,000 6.50% Notes, due 2007
                     $1,500,000,000 7.25% Notes, due 2012
                     $1,000,000,000 8.00% Notes, due 2032


                            Underwriting Agreement


                                                             February 28, 2002


Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

J.P. Morgan Securities Inc.
270 Park Avenue, 9th floor
New York, New York 10017

        As  . . .

                            NATIONAL RURAL UTILITIES
                         COOPERATIVE FINANCE CORPORATION

                     6.00% Collateral Trust Bonds, due 2006



                             Underwriting Agreement


                                                                   July 12, 2001


Lehman Brothers Inc.
J.P. Morgan Securities Inc.
     As Representatives of the several Underwriters
In care of Lehman Brothers Inc.
3 World Financial Center
New York, NY 10285


Ladies and Gentlemen:

         National Rural Utilities Cooperative Finance  . . .

                            NATIONAL RURAL UTILITIES

                         COOPERATIVE FINANCE CORPORATION

                     5.25% Collateral Trust Bonds, due 2004

                             Underwriting Agreement

                                                                   July 12, 2001


Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
     As Representatives of the several Underwriters
In care of Lehman Brothers Inc.
3 World Financial Center
New York, NY 10285


Ladies and Gentlemen:

                  National Rural Utilities  . . .

                            NATIONAL RURAL UTILITIES
                         COOPERATIVE FINANCE CORPORATION

                     6.00% Collateral Trust Bonds, due 2006



                             Underwriting Agreement


                                                                    May 16, 2001


Lehman Brothers Inc.
J.P. Morgan Securities Inc.
     As Representatives of the several Underwriters
In care of Lehman Brothers Inc.
3 World Financial Center
New York, NY 10285


Ladies and Gentlemen:

                  National Rural Utilities Cooperative Finance  . . .