Filed Pursuant to Rule 433
Registration No. 333-146960
September 9, 2009
National Rural Utilities Cooperative Finance Corporation
| Issuer: | National Rural Utilities Cooperative Finance Corporation |
| Ratings: | A1 by Moody’s Investors Service / A+ by Standard & Poor’s Ratings |
| Services / A by Fitch Ratings | |
| Principal Amount: | $250,000,000 |
| Security Type: | Collateral Trust Bonds |
| Legal Format: | SEC Registered |
| Pricing Date: | September 9, 2009 |
| Settlement Date: | T+ 5; September 16, 2009 |
| Maturity Date: | September 16, 2015 |
| Coupon: | 3.875% |
| Price to Public: | 99.587% of face amount |
| Benchmark Treasury: | 2.375% due August 31, 2014 |
| Benchmark Treasury Price and Yield: | 100-1/4 / 2.373 |
| Spread to Benchmark Treasury: | 158 basis points |
| Yield to Maturity: | 3.953% |
| Interest Payment Dates: | Semi-annually on March 16 and September 16, commencing March 16, 2010 |
| Make-Whole Call | At any time at the greater of a price of 100% or at a discount rate of Treasury plus 30 basis points |
| Denominations: | $2,000 x $1,000 |
| CUSIP: | 637432LS2 |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. |
| RBS Securities Inc. | |
| UBS Securities LLC | |
| Mitsubishi UFJ Securities (USA), Inc. | |
| Mizuho Securities USA Inc. | |
| Scotia Capital (USA) Inc. | |
| Senior Co-Managers: | KeyBanc Capital Markets Inc. |
| U.S. Bancorp Investments, Inc. | |
| Junior Co-Managers: | Comerica Securities, Inc. |
| PNC Capital Markets, LLC |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from UBS Securities LLC by calling toll-free at 1-877-827-6444, ext. 561-3884, Deutsche Bank Securities Inc. by calling toll-free at 1-800-503-4611 or RBS Securities Inc. by calling toll-free at 1-866-884-2071.