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

David Vanni
8340 Verbena Drive
Gilroy, CA 95020-3106

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 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
responsiblities 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.

I am asking you to, Please modify the final rule on compensation and
benefit program disclosure to remove the requirement for say on pay voting.


David Vanni
(408) 847-2800