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Notice of Petition - "Compensation, Retirement Programs and Related Benefits"

Paul Franklin
141 River Rd.
Plainfield, NH 03781-5031

April 18, 2013

Barry F Mardock
Deputy Director, Office of Regulatory Policy, Farm Credit Administration
1501 Farm Credit Drive
McLean, VA 22102-5090

Dear Barry Mardock:

Thank you for requesting comment on the regulatory petition filed by The
Farm Credit Council regarding the Agency's say on pay mandatory
shareholder vote on compensation matters.

As a director of a Farm Credit System institution (Yankee Farm Credit), I
support the request contained in the Council's petition that the agency
withdraw the say on pay vote requirement.  Having members vote on salaries
would undermine the cooperative/director structure of farm credit
associations and would be awkward and unnecessary, especially for small
associations such as YFC.  YFC has around 120 shareholders per director
and holds four annual meetings throughout the association's territory
providing members direct personal access to directors and management.
Further shareholder engagement on compensation matters exists through the
disclosure requirements that are in place and the ability of shareholders
to express their views on these matters to management and boards at any
time.  YFC has historically not had incentive pay as part of its
compensation package, so the 15% threshold is less likely to be triggered
unless there is a need to adjust compensation to meet market adjustments.

Please modify the final rule on compensation and benefit program
disclosure to remove the requirement for say on pay voting.


Paul Franklin