FEDERAL AGRICULTURAL MORTGAGE CORP
EMP CONTRACT MMORRIS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit_10-15.txt
<DESCRIPTION>EMP CONTRACT MMORRIS
<TEXT>

                                                                   Exhibit 10.15

                               EMPLOYMENT CONTRACT


     AGREED,  as  of  the  31st  day  of  October  2003,   between  the  Federal
Agricultural   Mortgage   Corporation  ("Farmer  Mac")  and  Michael  P.  Morris
("Employee" or "you"),  that the following  terms and conditions  shall apply to
the employment relationship between the parties:

     1. Term. The term of your employment  shall continue until October 31, 2005
or any earlier effective date of termination pursuant to Paragraph 7 hereof (the
"Term").

     2. Scope of  Authority  and  Employment.  You shall be an officer of Farmer
Mac,  with  the  title  of Vice  President  -  Mortgage  Servicing,  subject  to
appointment   by  the  Board  of   Directors   of  Farmer  Mac.  You  will  have
responsibility  for the program portfolio  management affairs of the corporation
under business  plans  submitted by management to, and approved by, the Board of
Directors of Farmer Mac.

     You will  devote  your best  efforts  and  substantially  all your time and
endeavor to your duties hereunder,  and you will not engage in any other gainful
occupation without the prior written consent of Farmer Mac;  provided,  however,
that this  provision will not be construed to prevent you from  personally,  and
for your own account or that of members of your immediate  family,  investing or
trading in real estate, stocks, bonds, securities,  commodities,  or other forms
of investment,  so long as such investing or trading is not in conflict with the
best interests of Farmer Mac. You will be employed to perform your duties at the
principal  office of Farmer Mac.  Notwithstanding  this, it is expected that you
will be required to travel a  reasonable  amount of time in the  performance  of
your duties under this Agreement.

     3.  Compensation.  Farmer  Mac  will  pay to you  the  following  aggregate
compensation for all services rendered by you under this Agreement:

          (a) Base  Salary.  You will be paid a base salary (the "Base  Salary")
     during the Term of One Hundred Eighty-Five  Thousand Dollars ($185,000) per
     year, payable in arrears on a bi-weekly basis;

          (b) Incentive Compensation.  In addition to your Base Salary, you will
     be paid additional payments during the term of this Agreement in respect of
     the work  performed  by you during the  preceding  "Planning  Year" (June 1
     through  May 31),  or portion  thereof as  follows:  on June 1 of each year
     through and  including  the effective  date of  termination,  an additional
     payment in an amount at the sole discretion of the Board of Directors if it
     determines that you have performed in an extraordinary  manner your duties,
     pursuant to business plans proposed by management and approved by the Board
     of Directors, during the preceding Planning Year.

     4.  Expenses.  Farmer  Mac  will  reimburse  you for  your  reasonable  and
necessary  expenses  incurred in carrying out your duties under this  Agreement,
including, without limitation, expenses for: travel; attending approved business
meetings,  continuing legal education,  conventions and similar gatherings;  and
business  entertainment.  Reimbursement will be made to you within ten (10) days
after presentation to Farmer Mac of an itemized  accounting and documentation of
such  expenses.  You will notify the  President of Farmer Mac prior to incurring
any such expenses of an extraordinary or unusual nature.

     5. Vacation and Sick Leave.  You will be entitled to four (4) weeks of paid
vacation for each full  Planning Year during the Term of this  Agreement,  to be
taken in spans  not  exceeding  two (2)  weeks  each.  Vacation  rights  must be
exercised within two months after the end of the Planning Year or forfeited. You
will be entitled to reasonable and customary amounts of sick leave.

     6.  Employee  Benefits.  Farmer  Mac will  provide  you  with all  employee
benefits  regularly  provided to employees of Farmer Mac and the following other
(or upgraded)  benefits:  the best level of personal and family health insurance
obtainable by Farmer Mac on reasonable  terms;  an annual  medical  examination;
business travel and personal accident insurance; life insurance in the amount of
Two Hundred Fifty  Thousand  Dollars  ($250,000);  disability  benefits at least
equal to statutory  benefits in the District of Columbia;  participation  in the
Farmer Mac Pension Plan; and  participation in a savings plan established  under
Paragraph  401(k) of the Internal  Revenue Code.  The providers of any insurance
will be listed in Best's Insurance Guide. All of the foregoing is subject to the
limitation that the total cost thereof will not exceed twenty five percent (25%)
of your Base Salary, exclusive of administrative expense. In the event that such
cost  limitation  would be exceeded  in any year,  you may be required to select
from among the foregoing a group of benefits within that cost limitation.

     7. Termination.

          (a) Events of  Termination.  This Agreement will be terminated and the
     employment  relationship  between you and Farmer Mac will be severed as set
     forth below:

               (1) Farmer  Mac may  terminate  your  employment  effective  upon
          notice  to you  (or  your  legal  representative)  if  you  die or are
          incapacitated or disabled by accident,  sickness or otherwise so as to
          render you (in the opinion of an independent medical consultant on the
          full-time  faculty  of  Georgetown   University  School  of  Medicine)
          mentally or physically  incapable of performing the services  required
          to be performed by you under the terms of this  Agreement for a period
          of at least  sixty  (60)  consecutive  days,  or for  sixty  (60) days
          (whether consecutive or not) during any six-month period.

               (2) Farmer  Mac may  terminate  your  employment  effective  upon
          notice  to you at any  time  for  "cause."  For the  purposes  of this
          subsection,  "cause"  will mean  only:  (A) your  willful  failure  to
          perform  substantially  your  duties  hereunder,  other  than any such
          failure  resulting  from your  incapacity  due to  physical  or mental
          illness;  or (B) your willful engagement in activities contrary to the
          best interests of Farmer Mac. For purposes of this subsection, no act,
          or failure to act on your part,  shall be considered  "willful" unless
          done,  or  omitted to be done,  by you not in good  faith and  without
          reasonable  belief  that  your  action  or  omission  was in the  best
          interests of Farmer Mac.

               (3) Farmer Mac may terminate your  employment  without "cause" at
          any time. Such termination shall become effective on October 31, 2005.

               (4)  Notwithstanding  the provisions of subsection 7(a)(3) above,
          Farmer Mac may terminate your employment at any time after the passage
          by the Board of Directors  of Farmer Mac of a  resolution  authorizing
          the  dissolution of Farmer Mac. Such  termination  of your  employment
          shall become effective on the later of twelve (12) months after notice
          of termination or the date that such dissolution of Farmer Mac becomes
          final as a matter  of law,  provided,  however,  that  neither  of the
          following shall be deemed to be a dissolution for the purposes of this
          Agreement:  (i)  dissolution  of Farmer Mac which  becomes  final as a
          matter of law more than  twelve  (12)  months  after  adoption  of the
          resolution of  dissolution;  or (ii)  incorporation,  organization  or
          reorganization  of a  corporation  or other  business  entity which is
          substantially  similar to Farmer Mac and which uses  substantially the
          same assets or equity as Farmer Mac,  within  twelve (12) months after
          adoption of the resolution of  dissolution.  As used herein,  the term
          "reorganization"  shall have the same meaning as in Section  368(a) of
          the Internal Revenue Code of 1986.

          (b) Payment of Accrued Compensation.

               (1) Upon  termination  of this  Agreement  pursuant to  preceding
          subsection (a), you (or your estate or heirs, as the case may be) will
          be  entitled  to  receive  all Base  Salary,  Incentive  Compensation,
          expense reimbursements,  vacation pay, and similar amounts accrued and
          unpaid as of the date of such  termination.  The obligations of Farmer
          Mac under this  subsection  (b) will survive any  termination  of this
          Agreement.

               (2) In the  event of your  voluntary  termination  of  employment
          hereunder,  Farmer  Mac will  not be  obligated  to make  any  further
          compensation  payments  to  you  beyond  those  accrued  prior  to the
          effective date of such termination.

          (c) Disability Pay. Upon termination of this Agreement pursuant to the
     preceding subsection (a)(1), Farmer Mac, in its discretion, will either:

               (1) continue to pay you (or your estate or heirs, as the case may
          be) for the  lesser  of two (2) years or the  balance  of the Term the
          difference  between  your  current  Base  Salary  and  the  amount  of
          disability insurance payments received by you under insurance policies
          provided by Farmer Mac in accordance with this Agreement; or

               (2) pay you (or your  estate  or  heirs,  as the case may be) the
          present  value  of the  payments  described  in  preceding  subsection
          (c)(1),  discounted  at a rate equal to the yield then  available  for
          two-year U.S. Treasury Notes, plus 50 basis points (0.50%).

          (d) Severance  Pay. Upon  termination  of this  Agreement  pursuant to
     preceding  subsection  7(a)(3) or  7(a)(4),  Farmer Mac will pay you within
     thirty (30) days after such  termination an aggregate  amount in cash equal
     to one hundred  percent (100%) of all Base Salary  scheduled to be paid and
     not yet paid to you under this Agreement for the balance of the Term.

          In the event of Farmer Mac's severance of your employment  pursuant to
     preceding subsection 7(a)(1),  (3), or (4), the amount to be paid by Farmer
     Mac to you hereunder  will not be mitigated by any  subsequent  earnings by
     you from any source.

          (e)  Constructive  Termination.  You may,  at your  option,  deem this
     Agreement to have been terminated by Farmer Mac in the event of its breach,
     including prospective breach, of any term hereof unremedied for thirty (30)
     days after notice  thereof to Farmer Mac. Upon notice to Farmer Mac of your
     exercise  of this  option,  you  will  have the same  rights  under  such a
     constructive  termination as if Farmer Mac had terminated  your  employment
     pursuant to preceding subsection (a)(3).

     8. Agreement Not to Compete with Farmer Mac.

     Notwithstanding anything in this Agreement to the contrary, in the event of
the termination of your employment,  for a period of two years  thereafter,  you
shall  not,  without  the prior  written  consent  of Farmer  Mac,  directly  or
indirectly,  engage in any business or activity,  whether as  principal,  agent,
officer,  director,  partner,  employee,  independent  contractor,   consultant,
stockholder or otherwise,  alone or in association with any other person,  firm,
corporation or other business organization, that directly or indirectly competes
with any of the  businesses  of  Farmer  Mac in any  manner,  including  without
limitation,  the  acquisition  and  securitization  (for capital market sale) of
agricultural mortgage loans or USDA "guaranteed portions"  (hereinafter referred
to as "Farmer Mac Qualified  Loans");  provided,  however,  that such prohibited
activity  shall not include the  ownership of up to 20% of the common stock in a
public company.

     9. Agreement Not to Use Confidential or Proprietary Information.

     Farmer Mac and you both recognize that you have access to and acquire,  and
may assist in developing,  confidential and proprietary  information relating to
the  business and  operations  of Farmer Mac as a result of your  employment  or
association  with Farmer Mac. You hereby covenant and agree that you will retain
all "Confidential  Information" (as defined below) in trust for the sole benefit
of Farmer Mac and its successors and assigns.  You hereby covenant further that,
in addition  to your  fiduciary  responsibilities  as an officer not to disclose
certain  information  of or relating  to Farmer  Mac,  you will not, at any time
during or after the term of this Agreement, without the prior written consent of
Farmer Mac, directly or indirectly  communicate or divulge any such Confidential
Information to any person, firm, corporation or other business organization,  or
use any such Confidential Information for your own account or for the account of
any other person,  except as required in connection with the performance of your
services  hereunder.  The term  "Confidential  Information" shall mean any trade
secret,  data or other  confidential or proprietary  information  related to the
business  and   activities  of  Farmer  Mac.   Notwithstanding   the  foregoing,
Confidential  Information shall not include any information that is or becomes a
part of the public  domain or  generally  available  to the public  (unless such
availability  occurs as a result of any breach by you of this  Section  11),  or
becomes available to you on a  non-confidential  basis from a source (other than
Farmer Mac) that is not bound by a confidentiality agreement and does not breach
his or her fiduciary  responsibilities.  The  provisions of this Section 9 shall
survive the termination of this Agreement and the termination of your employment
hereunder.

     10. Agreement Not to Solicit Farmer Mac Employees.

     For a  period  of two  years  after  the  termination  of  your  employment
hereunder, you shall not, directly or indirectly,  induce any employee of Farmer
Mac who is a "member of management"  (as defined below) or is directly  involved
in the  acquisition and  securitization  (for capital market sale) of Farmer Mac
Qualified  Loans to engage in any  activity  in which  you are  prohibited  from
engaging in under this Agreement,  or to terminate such person's employment with
Farmer Mac.  "Member of  management"  means the President,  any Vice  President,
attorney or  paralegal  in the employ of Farmer Mac.  You shall not  directly or
indirectly,  either  individually or as owner,  agent,  employee,  consultant or
otherwise,  employ,  offer employment to, lure,  entice away or assist others in
recruiting or hiring any person who is or was employed by Farmer Mac unless such
person  shall have  ceased to be employed by Farmer Mac for a period of at least
six months and is not subject to any non-compete covenants substantially similar
in nature to those contained in Section 8 hereof.

     11. Notices. Any notice given under this Agreement will be sufficient if in
writing and either:  (a) mailed postage prepaid by registered or certified mail,
return  receipt  requested;  or (b)  delivered by hand to, in the case of Farmer
Mac,  1133  Twenty-First  Street,  N.W.,  Washington,   D.C.  20036,  Attention:
President or, in the case of the Employee,  18505 Rolling Acres Way,  Olney,  MD
20832 (or to such  other  addresses  as may be from time to time  designated  by
notice from the recipient party to the other). Any such notice will be effective
upon actual receipt or refusal thereof.

     12. Miscellaneous.

          (a) Governing Law. This Agreement will be governed by, and interpreted
     and enforced in accordance with, the laws of the District of Columbia.

          (b) Waiver.  The waiver by any party of a breach of any  provision  of
     this  Agreement  will not  operate  as a waiver of any other  breach of any
     provision of this Agreement by any party.

          (c)  Entire   Agreement.   This   Agreement   sets  forth  the  entire
     understanding of the parties  concerning the subject matter hereof, and may
     not be changed or modified except by a written  instrument duly executed by
     or on behalf of the parties hereto.

          (d) Successors  and Assigns.  This Agreement will inure to the benefit
     of and be binding upon the parties hereto and their respective  successors,
     heirs,  personal  representatives and assigns. This subsection is not to be
     construed to permit you to assign your  obligation to perform the duties of
     your employment hereunder.  This subsection permits Farmer Mac the right to
     assign this Agreement to a successor entity.

          (e)  Severability.  If any  term,  condition,  or  provision  of  this
     Agreement or the application thereof to any party or circumstances will, at
     any time or to any extent be invalid or  unenforceable,  the  remainder  of
     this Agreement,  or the application of such term, condition or provision to
     parties or  circumstances  other than those to which it is held  invalid or
     unenforceable,  will not be affected thereby,  and each term, condition and
     provision of this  Agreement  will be valid and  enforceable to the fullest
     extent permitted by law.

          (f) Action by Farmer Mac.  Except as expressly  provided  otherwise in
     this Agreement, reference to actions, decisions,  determinations or similar
     occurrences  by Farmer Mac (other than the execution of this  Agreement and
     any modifications  hereto or notices given hereunder) will mean the action,
     decision or  determination  of the Board of Directors  or the  President of
     Farmer Mac.


                                     FEDERAL AGRICULTURAL MORTGAGE CORPORATION


                              /s/ Henry D. Edelman
                             ------------------------------------------
                              By: Henry D. Edelman
                                  President and Chief Executive Officer


                           EMPLOYEE


                              /s/ Michael P. Morris
                             --------------------------
                                  Michael P. Morris



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</DOCUMENT>
