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

Rebecca Lenz
53428 US HWy 385
Holyoke, CO 80734-8719

April 22, 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, I support the request
contained in the Council's petition that the agency withdraw the say on
pay vote requirement.  Asking shareholders to vote on matters that are the
purview of the board of directors is inconsistent with the Farm Credit
Act, with cooperative principles, undermines the role and responsibility
of directors to represent the interests of shareholders and increases
litigation exposure for directors and institutions.  Shareholder
engagement on compensation matters already 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.
As directors we are elected in a  representative fashion being selected
from specific regions within our associations.  I feel I truely represent
the veiwpoint of my fellow stockholders in a fair and thoughtful manner.
Part of my duties as a board member is to provide oversight and insight
into the compensation packages.  If Idon't not only am I hurting my fellow
stockholders I am hurting myself if I don't fullfill this duty.  Farm
Credit cooperatives differ from from publically held companies in that I
have a personal relationship with many of my fellow stockholders and am
very aware of their veiwpoints.  The "Say on Pay"  is not only unecessary
for FCA cooperative but will be burdensome and ineffective. Thank you for
reconsidering this ruling.


Rebecca Lenz