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

George Kitchens
2012 Katie Drive, SW
Decatur, AL 35603-3354

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, I support the request
contained in the Council's petition that the agency withdraw the say on
pay vote requirement.  Senior executives of Farm Credit Institutions are
not members of the board of directors of the institution. Therefore, the
potential for conflict of interest does not exist. System executives
unlike the executives of publicaly treaded companies do not receive
compensation packages that include awards of stock or stock options.

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.

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


George B. Kitchens