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

Jerry Layman
12301 Twp. Rd. 135
Kenton, OH 43326-9400

April 21, 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 this opportunity to comment on the recent regulatory
petition filed by The Farm Credit Council in behalf of our Associations
regarding the Agency's proposed implementation of the "say on pay"
mandatory shareholder vote on compensation matters.

As chairman of the Board of Directors, member of Governance Committee and
Chairman of our Board Compensation Committee of the AGCREDIT ACA in
northwest Ohio, I would like to let you know that our Board supports the
request contained in the Council's petition that the agency withdraw the
say on pay vote requirement and we are more than a little frustrated with
the FCA position of attempting to "shove this requirement down our
throats".  Asking our 5100 member-borrowers to vote on matters that are
the expected responsibilities of the elected board of directors is
inconsistent with the Farm Credit Act, with true cooperative principles,
undermines the role of duly elected directors to represent the interests
of our member-borrowers and increases the possibility of litigation
exposure for our directors and institutions.

Our Compensation Committee and our Board members take very seriously our
responsibility to oversee the operation of our Association and understand
our fiscal responsibility to be sure that we have done our due diligence
in each of the many decisions that we make in behalf of each of our
members including but not limited to our executive pay schedule.

We have gone to the point that we have contracted with an outside
organization to provide us with an anonymous internet survey of the entire
board for the purpose of evaluating our CEO annually.  We have reviewed
comparable salaries of other system CEO's of Associations of our size and
have rewarded our CEO for his work and leadership as we have determined to
be both fair and adequate.  Our entire membership would not have access to
all the information that we have and review prior to making salary
adjustment decisions annually and would lack any good method to justify
their uninformed decision.

Our membership already has the opportunity to review the executive pay
with the past several years of data printed in our annual reports as
required by your agency. Members know that they are free to call or
discuss any of the information found in that report with their elected
representative to the Board or to the entire Board if desired. This would
be an unnecessary expense for our Associations and result in very mixed
results I am afraid.

I understand that the funding for the Farm Credit Administration comes
from the assessments of each of the Associations according to our volumes.
Maybe it is time that we as Directors of Associations ask for review of
the FCA expenses and vote on all salary adjustments of the top management
positions.  To me this would be just as counterproductive as the proposed
"say on pay".  We would not be in a position to make a sound, common sense

We are not a privately held bank with major stockholders expecting
dividends on their stock. Instead we are a farmer-owned cooperative whose
members have received a 25% patronage return on their involvement in our
Association over the past several years. Everything we do, we do with the
good of our members in mind.

We ask that you please modify the final rule on compensation and benefit
program disclosure to remove the very unnecessary requirement for say on
pay voting.


Jerry  Layman