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

Peggy Jo Jones
3216 S. Rookery Lane
Boise, ID 83706-5471

April 20, 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 an Outside Appointed Director of Farm Credit East, 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 a member of the board's Compensation Committee, I feel this provision
also undermines the responsibility that FCA has given that Committee. FCA
has strenghten the accountablity of this committer in the past few years
and this provision takes that away.

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


Peggy Jo Jones