Governance Restructuring At CoBank

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Governance Restructuring At CoBank Everett Dobrinski, Chairman February 11, 2016

CoBank Elected Directors – 2016 NORTHWEST CENTRAL EAST WEST MID PLAINS SOUTH

CoBank Outside & Appointed Directors – 2016 Outside Directors Bill Farrow CEO, Urban Partnership Bank Illinois Barry Sabloff EVP, Bank One (retired) Appointed Directors Catherine Moyer CEO, Pioneer Communications Kansas Stephanie Herseth Sandlin Corporate attorney & former Congresswoman South Dakota

CoBank Restructuring Committee CoBank Board Members Mary Fritz (chair) Less Guthrie Jim Kinsey David Kragnes Jon Marthedal Gary Miller Non-Board Customer Representatives Patricia Anderson Todd Foje Andy Gilbert Alan Hess Julie Shiflett Mark Stubbs

Restructuring Timeline 2012 a Board expands after merger with U.S. AgBank 2013 a Board consolidated to 24 elected seats per merger agreement 2014 a Appointment of board restructuring committee 2015 a Governance bylaw changes approved by shareholders 2016 - 2020 a Gradual implementation of governance changes

CoBank Elected Directors – 2016 NORTHWEST CENTRAL EAST WEST MID PLAINS SOUTH

CoBank Elected Directors – 2020 NORTHWEST CENTRAL EAST WEST MID PLAINS SOUTH

Lessons Learned Importance of input from customer-owners Significant value from outside facilitator Discipline created by periodic governance reviews Focus on the long-term interests of customer-owners!

Governance Restructuring At CoBank Everett Dobrinski, Chairman February 11, 2016