EX-10.10



 








Exhibit 10.10




Federal Home Loan Banks P&I Funding and Contingency Plan Agreement



This Federal Home Loan Banks P&I Funding and Contingency Plan Agreement (“Agreement”) is
entered into as of this 20th day of July, 2006 (the “Effective Date”) by and
among the Office of Finance (the “OF”) and each of
the Federal Home Loan Banks (“Banks”).
The OF and the Banks are sometimes referred to herein individually as a “party” and collectively as
the “parties.” All references in this Agreement to any of the parties to this Agreement include
such party or any successor entity.



WHEREAS, the Banks are jointly and severally liable for the payment of consolidated obligations
issued pursuant to Section 11 of the Federal Home Loan Bank Act, as amended (12 U.S.C. §1431)
(“COs”);



WHEREAS, the OF has the authority under 12 CFR § 985.6(a) to issue and service (including making
timely payments on principal and interest due, subject to 12 CFR §§ 966.8 and 966.9) consolidated
obligations issued on behalf of the Banks pursuant to, and in accordance with, the policies and
procedures established by the OF Board of Directors; and



WHEREAS, the Federal Reserve Board has announced a change in its Policy Statement on Payments
System Risk (as the same may be amended, modified or supplemented, the “PSR Policy”) that
will cause the PSR Policy to be applied to the FHLBanks beginning July 20, 2006; and



WHEREAS, the OF and a task force of the Debt Management Sub-Committee of the Financial Officers’
Conference of the Banks have developed P&I Funding and Contingency Plan Procedures (as the same may
be amended, modified, or supplemented, the “Procedures”) to deal with the possibility that
a Bank may not make a payment of debt service on COs to the OF on a timely basis following the
application of the PSR Policy to the Banks; and



WHEREAS, the OF Board of Directors has approved the Procedures and determined that the OF should
obtain the written agreement of the Banks on several matters relating to the Procedures, which
matters are included in this Agreement; and



WHEREAS, the Federal Housing Finance Board (the “Finance Board”) has supported the adoption
of the Procedures by issuing the waiver attached hereto as Exhibit A (as the same may be
amended, modified or supplemented, the “Waiver”) of its prohibition of the direct placement of COs
with FHLBanks contained in 12 CFR § 966.8(c), to accommodate the implementation of the Procedures,
based in part on its view that timely payment of all principal and interest to investors in COs is
essential to maintain the confidence of investors and potential investors in COs; and



WHEREAS, the Waiver provides that the interest rate paid by the Bank that has not remitted all the
funds to the OF by the agreed upon deadline on the CO issued pursuant to the Waiver shall be at
least 500 basis points above the federal funds rate.




 









 




NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which the parties acknowledge, the parties hereby
agree as follows:




     1. Authorization of Issuance of COs


Each Bank agrees that if it is a “Delinquent Bank” (as defined below), the OF may cause one or more
overnight “Plan COs” (as defined below) to be issued on behalf of the Delinquent Bank for the
benefit of one or more “Contingency Banks” (as defined below), each such Plan CO to be issued to a
Contingency Bank in the principal amount equal to the amount of funds provided by that Contingency
Bank on behalf of that Delinquent Bank, to mature on the following Business Day (as defined below),
and to bear interest on such principal amount from the date of issuance to but not including that
maturity date, due and payable on that maturity date, at the rate per annum (the “Base
Cost”) equal to (a) the overnight fed funds quote obtained by the OF from a recognized funds
broker to be paid for any available funds delivered to the OF by a Contingency Bank or withheld
from its “positive net position” as described in Section 2 of this Agreement or (b) the actual cost
if funds are purchased by that Contingency Bank in the open market and delivered to the OF. All
such interest shall be calculated on an actual/360 basis based on the number of days the Plan CO is
outstanding, including non-Business Days. The Delinquent Bank shall also be obligated to pay
“Additional Interest” as set forth in Section 3 of this Agreement, all or a portion of which will
satisfy the obligation of the Delinquent Bank under the Waiver to pay an interest rate on the Plan
CO that is at least 500 basis points above the federal funds rate.



The OF shall issue a Plan CO in physical form under those circumstances and apply the proceeds
therefrom on behalf of that Delinquent Bank as provided for in the Procedures. Each Bank hereby
authorizes the OF, and the OF hereby agrees, to hold any Plan COs issued as agent for each such
Bank when it acts as a Contingency Bank.



For purposes of this Agreement,





a “Delinquent Bank” means a Bank that misses any funding time specified in the
Procedures, including a funding time for the repayment of Plan COs; and




a “Plan CO” means a CO issued on behalf of a Delinquent Bank to one or more
Contingency Banks. For the avoidance of doubt, although a Delinquent Bank is primarily
responsible for repayment of a Plan CO issued on its behalf, each Plan CO is the joint and
several obligation of all 12 Banks; and




a “Contingency Bank” means any Bank that provides funds for a Delinquent Bank
under the Procedures; and




“Business Day” means any day other than (i) a Saturday, (ii) a Sunday or (iii) any day on
which banking institutions in New York City are authorized or required by law or executive
order to close.



2









 







     2. Use of Proceeds to Purchase COs


Each Bank shall be obligated to provide and authorizes the OF to apply any “positive net position”
(i.e., the amount by which end-of-day proceeds received by a Bank from sale of COs on one day
exceed payments by that Bank on COs on the same day) of that Bank to the purchase of a Plan CO
issued on behalf of a Delinquent Bank, thereby causing such Bank to become a Contingency Bank,
based on the priority established in the matrix attached hereto as Exhibit B (“Contingency Funding Matrix”) and otherwise in accordance with the Procedures.




     3. Additional Interest


Each Bank
agrees that if it is a Delinquent Bank, then it will pay an amount
(“Additional
Interest”) in accordance with the following schedule in addition to interest equal to the Base
Cost:



1st offense — 500 basis points per annum of the delinquent amount

2nd offense — 750 basis points per annum of the delinquent amount

3rd and

subsequent offense  — 1,000 basis points per annum of the delinquent amount



The Additional Interest will be calculated on an actual/360 basis based on the actual number of
days the related Plan CO is outstanding, including non-Business Days, from the date of issuance to
but excluding the stated maturity date. For purposes of this calculation, Additional Interest
attributable to a delinquent amount that is not related to the principal amount of a Plan CO (i.e.,
because the Delinquent Bank pays all or a portion of its delinquent amount after a deadline but
before a Contingency Bank is entitled to have a Plan CO issued for its benefit on behalf of the
Delinquent Bank with respect to such amount) will be assessed on that delinquent amount assuming
that a Plan CO was issued with a principal amount equal to that delinquent amount and that the Plan
CO would mature on the next Business Day.



For purposes of calculating Additional Interest, each different time deadline established under the
Procedures will accrue its own separate count of the number of offenses, so that a Delinquent Bank
will pay a separate amount for each such time deadline missed, and the step-up in Additional
Interest for the occurrence of a particular offense will only be measured with regard to offenses
that have occurred within the 36-month period ending on the date of that particular offense (the
“Delinquency Measurement Period”). For example, if a Delinquent Bank twice misses a morning
deadline and once misses an afternoon deadline, all as established under the Procedures, within a
Delinquency Measurement Period, then the Delinquent Bank shall have been subject to Additional
Interest of 500 basis points with respect to the first morning deadline missed, Additional Interest
of 750 basis points with respect to the second morning deadline missed, and Additional Interest of
500 basis points with respect to the afternoon deadline missed.



Each Bank agrees that (i) for each Plan CO issued, the first 100 basis points of the Additional
Interest shall be assessed against the Delinquent Bank for the benefit of the Contingency Bank that
purchased the Plan CO as provided in Section 1 of this






3









 







Agreement, and the balance of the Additional Interest assessed against the Delinquent Bank
(i.e., 400 basis points, 650 basis points, or 900 basis points) will be divided equally among the
Banks (including the Contingency Banks) that are not Delinquent Banks with respect to the same
funding time specified in the Procedures and (ii) for Additional Interest attributable to a
delinquent amount that is not related to a Plan CO, the Additional Interest will be divided equally
among the Banks that are not Delinquent Banks with respect to the same funding time specified in
the Procedures. Each of the Banks and the OF agree that any Additional Interest will be allocated
and paid through the monthly assessment from the OF, and that the Additional Interest is not the
joint and several obligation of the Banks.



Notwithstanding anything in this Section 3 or Section 7(a) or (b) of this Agreement to the
contrary, and subject to Sections 5(a) and (d) below, each Bank agrees that assessment of the
Additional Interest shall be subject to the appellate process contained in the Procedures and that
the OF shall have the authority to waive all or any portion of the Additional Interest or excuse
the occurrence of any offense as provided for in the Procedures. To the extent permitted under the
Waiver, the assessment of Additional Interest shall be suspended pending completion of the
appellate process.




     4. Reallocation of COs


Each Bank agrees that if a Bank is a Delinquent Bank, with respect to each Plan CO issued to
a Contingency Bank on behalf of a Delinquent Bank, each Bank that is a “Reallocation Bank” (as
defined below) shall immediately have the obligation to purchase that Reallocation Bank’s “Pro Rata
Share” (as defined below) of such Plan CO from that Contingency Bank, with such obligation to
purchase being effective immediately upon the issuance of the Plan CO, subject to the proviso in
the following paragraph.



Each Bank agrees that if it is a Reallocation Bank, it will wire to the Contingency Bank that holds
a Plan CO an amount equal to (i) its Pro Rata Share of the principal amount of that Plan CO, plus
(ii) accrued interest thereon from the date of issue of the Plan CO until its stated maturity date
equal to the Base Cost, not later than 1:00 p.m., Eastern Time, on the second Business Day
following the date of issuance of that Plan CO; provided, however, that such Reallocation
Bank shall not be required to wire funds to the extent that it determines in good faith such
purchase will violate any rule, regulation or binding policy of the Finance Board, and under those
circumstances such Reallocation Bank shall be excused from its obligation to make such payment to
the Contingency Bank, but not from its joint and several obligation, with respect to such Plan CO.
The wire shall be sent to the account identified by the Contingency Bank for that purpose, and time
is of the essence with respect to the wire. In the event there are multiple Plan COs issued on a
particular date, Reallocation Banks shall not favor any Contingency Bank over any other Contingency
Bank, and shall purchase its Pro Rata Shares of such Plan COs on a proportional basis. To the
extent that a Plan CO is repaid prior to the settlement of a Reallocation Bank’s obligations to
purchase its Pro Rata Share, that Pro Rata Share shall be reduced proportionally by the amount so repaid.





4









 









Each Contingency Bank shall promptly notify the OF of its receipt of payment of the Pro Rata
Share amounts from the Reallocation Banks. Promptly following receipt of that notice and
confirmation of the payment from the Reallocation Banks, the OF shall cancel such original
outstanding physical Plan CO and shall reissue replacement physical Plan COs with the principal
amounts representing the respective Pro Rata Shares of the Reallocation Banks that have paid for
their purchase of the Plan CO, along with a Plan CO representing the balance of the principal
amount of the original Plan CO that is retained by the Contingency Bank. Each such reissued Plan CO
remains a “Plan CO” for purposes of this Agreement and the Procedures, but a Reallocation Bank will
not be treated as the Contingency Bank with respect thereto. Each Bank hereby authorizes the OF,
and the OF hereby agrees, to hold any such reissued Plan COs payable to such Bank as agent for such
Bank’s benefit, and to pay debt service on such CO to the record owner of such Plan CO as reflected
on the OF’s books following reissuance.



For purposes of this Section,




          a “Reallocation Bank” with respect to a Plan CO means each Bank other than (i) any
Delinquent Bank on behalf of which that Plan CO or any other Plan CO was originally issued on the
same date, and (ii) the Contingency Bank that owns that Plan CO;




          “Pro Rata Share” of a Reallocation Bank means a fraction, the numerator of which is the total
amount of outstanding COs for which the Reallocation Bank is primary obligor as of the Most Recent
Measurement Date, and the denominator of which is the total amount of outstanding COs for which all
Reallocation Banks and the Contingency Bank are primary obligor as of the Most Recent Measurement
Date; and




          “Most Recent Measurement Date” means the most recent month-end data calculated by the
OF and available on the OF’s Debt Servicing System, which amount is not adjusted for inter-bank
ownership of COs.



The Banks agree that the provisions of this Section 4 shall not affect the allocation of Additional
Interest pursuant to the fourth paragraph of Section 3 of this Agreement, including without
limitation the allocation of the first 100 basis points of Additional Interest pursuant to such
paragraph to a Contingency Bank that acquired the Plan CO at original issuance.



One or more Contingency Banks and Reallocation Banks may agree among themselves to net their
payments to each other that are due as a result of multiple Plan COs having been issued and
subject to reallocation on the same date.



Each Bank agrees that the formula for determining the Pro Rata Shares has been agreed to by the
Banks solely for the purpose of this Agreement and is not intended to represent an agreed upon
allocation of risk or responsibility for any other purpose.



The provisions of this Section 4 shall survive any termination of this Agreement with respect to
any Plan CO issued prior to such termination.




5









 





     5. Acknowledgements


Each Bank acknowledges and agrees that:





	 	(a)	 	the Base Cost plus the Additional Interest assessed against a Delinquent Bank
may not be lower than the amount required to be paid by the Delinquent
Bank under the Waiver;
	 
	 	(b)	 	the OF shall be required to provide any notice of issuance of a Plan CO
hereunder to the Office of Supervision of the Finance Board, which notice is
presently required by the Waiver to be provided no later than 5:00 P.M.
eastern time on the date of the issuance of the Plan CO;
	 
	 	(c)	 	its agreement in Section 1 of this Agreement with respect to any Plan CO
issued on its behalf as a Delinquent Bank satisfies the regulatory requirement
contained in 12 CFR § 966.8(b) that provides that COs may be offered for sale
only in the event Banks are committed to take the proceeds;
	 
	 	(d)	 	the appellate process referred to in the last paragraph of Section 3 of this
Agreement will be subject to the terms of the Waiver;
	 
	 	(e)	 	no Bank will be entitled to a Plan CO in the amount of any positive net
position except to the extent its end-of-day positive net position is used to
purchase a Plan CO; and
	 
	 	(f)	 	the Additional Interest will be calculated based on the principal amount of a
Plan CO, as well as any other delinquent amount paid late to the OF by the
Delinquent Bank.





     6. Representations and Warranties of the Parties


As of the date of its execution and delivery of this Agreement, each party represents and warrants
to the other parties that:




          (a) This Agreement is within such party’s powers and has been duly
authorized by all necessary corporate action.




          (b) This Agreement has been duly executed and delivered by such party and
constitutes a legal, valid and binding obligation of such party enforceable in accordance
with its terms.




     7. Termination and Amendments



          (a) This Agreement will be deemed to be effective as of the Effective Date and will
continue in full force until such time as (i) at least two-thirds (2/3) of the Banks agree to its
termination, (ii) the Finance Board rescinds the Waiver or (iii) the Finance Board takes any
action, including without limitation modification of the Waiver, that





6










 







makes compliance by the OF or the Banks with this Agreement not commercially reasonable.




     (b) This Agreement may be amended only in a signed writing executed and delivered by all of
the Banks and the OF. Any such amendment shall be effective as of the effective date set forth in
the amendment.



     (c) This Agreement shall also be subject to termination at 11:59 p.m. on December 31, 2008, and
at 11:59 p.m. on each third December 31 thereafter (e.g. December 31, 2011, December 31, 2014, etc.)
(“Expiration Time”) if at least one-third (1/3) of the Banks provide notice of their
respective election to terminate to each other Bank and the OF at least one year prior to the
Expiration Time. Such notice shall identify with reasonable specificity the reason or reasons such
Bank wishes to terminate the Agreement at the next Expiration Time. The Banks and the OF agree to
negotiate in good faith toward the resolution of the issues raised in the notices of termination
with a view of reaching agreement on a new agreement at or prior to the Expiration Time.



     8. Successors and Assigns


This Agreement shall be binding upon and inure to the benefit of the successors and permitted and
authorized assigns of each Bank and the OF.




     9. Governing Law; Severability


This Agreement shall be governed by the statutory and common law of the United States and, to the
extent federal law incorporates or defers to state law, the laws (exclusive of the choice of law
provisions) of the State of New York. Any term or provision of this Agreement that is determined to
be invalid or unenforceable shall be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement.




     10. Notice


Except for any notices of payment delivered pursuant to Section 4 of this Agreement, which shall be
delivered promptly either telephonically or electronically, any notice required or permitted to be
given or made under this Agreement, including a notice to effect a change in a party’s address for
notice, must be in writing and addressed to the other parties at the addresses of such parties set
forth beneath their signatures below, and will be deemed to be properly given or made on the
earliest of (i) actual delivery, (ii) two (2) Business Days after being sent, with delivery charges
paid by the sending party, by a nationally recognized commercial courier service for delivery on
the next Business Day, and (iii) three (3) Business Days after being sent through the United States
Postal Service, certified mail, return receipt requested, postage prepaid.





7









 






     11. Counterparts




This Agreement may be executed in multiple counterparts, each of which shall be deemed to be
an original and all of which together shall constitute one and the same agreement.




     12. Entire Agreement; Conflicts


This Agreement constitutes the entire agreement of the parties and supersedes all prior
understandings or agreements, oral or written, among the parties on the subjects addressed in this
Agreement. Nothing in this Agreement, including without limitation the right of Banks to terminate
it or the right of Banks to withhold approval of an amendment, shall be construed to (i) conflict
with or limit the authority of the OF to carry out its duties pursuant to law, including without
limitation Federal Housing Finance Board regulations; or (ii) alter the Banks’ joint and several
liability on COs, including the Plan COs issued hereunder. This Agreement does not constitute “an
agreement to obtain financial assistance to meet a Bank’s current obligations... due during this
quarter”, a “consolidated obligation payment plan,” an “inter-Bank assistance agreement” or “a
payment on any [CO] on behalf of another Bank” as these terms are used in 12 CFR § 966.9. If any
applicable provision contained in the Procedures irreconcilably conflicts with any express
provision of this Agreement, then such express provision of this Agreement shall control.




     13. No Third Party Rights Created


Nothing in this Agreement shall create or be deemed to create any rights in any third party.




     14. Suspension of Obligations


If the Finance Board issues any order or enters into or amends any written agreement, including
without limitation a written agreement within the meaning of 12 USC § 1422b(a)(5), that prohibits
or prevents a party to this Agreement from either being a party to this Agreement, or from
performing its obligations under this Agreement, after the Effective Date, then that party’s duty
to perform its obligations under this Agreement shall be suspended while such order by or agreement
with the Finance Board is in effect.




[Signature Page to Follow]





8









 









IN WITNESS WHEREOF, this Agreement has been executed, on the date(s) set forth
below, as of the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	Federal Home Loan Bank of Atlanta	 	 	 	Federal Home Loan Bank of Boston
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ W. Wesley McMullan	 	 	 	President:	 	 /s/ Michael A. Jessee
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	W. Wesley McMullan	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Vice President	 	 	 	Date:	 	5-23-06
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ D. Haddon Foster, II	 	 	 	Address for notice:
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	D. Haddon Foster, II	 	 	 	 	 	 
	 

	 	Title:
	 	First Vice President	 	 	 	111 Huntington Avenue
	Date:	 	May 23, 2006	 	 	 	Boston, MA 02199
	Address for notice:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1475 Peachtree Street, NE	 	 	 	 
	Atlanta, GA 30309	 	 	 	 
	Attention: Director Financial Management	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Federal Home Loan Bank of Chicago	 	 	 	Federal Home Loan Bank of Cincinnati
	 
	 	 	 	 	 	 	 	 
	President:

	 	/s/ J. Mikesell Thomas
	 	 	 	President:
	 	/s/ David H. Hehman
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	6/16/06
	 	 	 	Date:
	 	June 16, 2006
	 
	 	 	 	 	 	 	 	 
	Address for notice:	 	 	 	Address for notice:
	 
	 	 	 	 	 	 	 	 
	Federal Home Loan Bank of Chicago	 	 	 	Federal Home Loan Bank of Cincinnati
	111 East Wacker Drive	 	 	 	221 East Fourth Street, Suite 1000
	Chicago, Illinois 60601	 	 	 	Cincinnati, OH 45202
	Attention: General Counsel	 	 	 	SVP/Treasurer: /s/
Carole L. Cossé
	 	 	 	 	 	 	 	 	
 




	 
	 	 	 	 	 	 	 	 
	Federal Home Loan Bank of Dallas	 	 	 	Federal Home Loan Bank of Des Moines
	 
	 	 	 	 	 	 	 	 
	President:

	 	/s/ Terry Smith
	 	 	 	President:
	 	/s/ Neil N. Fruechte
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	5/10/06
	 	 	 	Date:
	 	May 11, 2006
	 
	 	 	 	 	 	 	 	 
	Address for notice:	 	 	 	Address for notice:
	 
	 	 	 	 	 	 	 	 
	8500 Freeport Parkway South	 	 	 	907 Walnut Street 
	Suite 100	 	 	 	Des Moines, IA 50309
	Irving, Texas 75063	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Federal Home Loan Bank of Indianapolis	 	 	 	Federal Home Loan Bank of New York
	 
	 	 	 	 	 	 	 	 
	President:

	 	/s/ Martin L. Heger
	 	 	 	President:
	 	/s/ Alfred A. Delli Bovi
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	June 1, 2006
	 	 	 	Date:
	 	May 22, 2006
	 
	 	 	 	 	 	 	 	 
	Address for notice:	 	 	 	Address for notice:
	 
	 	 	 	 	 	 	 	 
	8250 Woodfield Crossing Blvd.	 	 	 	101 Park Avenue, Floor 5
	Indianapolis, IN 46240	 	 	 	New York, NY
	Attention: Milton Miuer, CFO	 	 	 	10178-0599






9









 









	 	 	 	 	 	 	 	 	 
	Federal Home Loan Bank of Pittsburgh

	 	 	 	Federal Home Loan Bank of San Francisco
	President:

	 	/s/ John R. Price
	 	 	 	President:
	 	/s/ Dean Schultz
	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Date: May 24, 2006	 	 	 	Date: April 27, 2006
	 	 	 	 	 	 	 	 	 
	Address for notice:	 	 	 	Address for notice:
	 	 	 	 	 	 	 	 	 
	601 Grant Street	 	 	 	600 California Street, 4th Floor
	Attn: Capital Markets	 	 	 	San Francisco, California 94108
	Pittsburgh, PA 15219	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Federal Home Loan Bank of Seattle	 	 	 	Federal Home Loan Bank of Topeka
	 	 	 	 	 	 	 	 	 
	President:

	 	/s/ James E. Gilleran
	 	 	 	President:
	 	/s/ Andrew J. Jetter
	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Date: May 17, 2006	 	 	 	Date: May 12, 2006
	 	 	 	 	 	 	 	 	 
	Address for notice:	 	 	 	Address for notice:
	 	 	 	 	 	 	 	 	 
	1501 Fourth Ave., Ste. 1800	 	 	 	Federal Home Loan Bank of Topeka
	Seattle, WA 98101-1693	 	 	 	One Security Benefit Place, Suite 100
	 	 	 	 	 	 	Topeka, KS 66606-2444
	 	 	 	 	 	 	Attn: General Counsel






	 	 	 	 	 	 	 	 	 
	Office of Finance	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Managing Director:

	 	/s/ John K. Darr	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Date: 5-22-06	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address for notice:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Two Fountain Square	 	 	 	 	 	 
	11921 Freedom Dr. Suite 1000	 	 	 	 	 	 
	Boston, VA 20190	 	 	 	 	 	 







10















 







EXHIBIT A




WAIVER




A-1









 





	 	 	 
		 	Number:            2005-22

Date:                   December 14, 2005






Federal Housing Finance Board




Waiver Concerning the Direct Placement of Consolidated Obligations



WHEREAS, section 2A of the Federal Home Loan Bank Act (12 U.S.C. § 1422a(a)(3)) requires the
Federal Housing Finance Board (Finance Board) to ensure that the Federal Home Loan Banks (Banks)
remain adequately capitalized and able to raise funds in the capital markets to the extent
consistent with ensuring the safe and sound operation of the Banks;



WHEREAS, timely payment of all principal and interest to investors in consolidated obligations
(COs) is essential to maintain the confidence of investors and potential investors in COs;



WHEREAS, the Federal Reserve Bank of New York will implement procedures that will prevent a Bank
or any other government sponsored enterprise from incurring an overdraft in the accounts at the
Federal Reserve Bank of New York used to pay the principal and interest due on securities;



WHEREAS, the Banks Office of Finance (OF) serves as agent for each Bank in remitting to the
Federal Reserve Bank of New York all funds due for principal and interest payments on COs;



WHEREAS, under 12 C.F.R. §§ 907.2 and 907.6, any party may request a waiver of a provision,
restriction, or requirement of the Finance Board regulations not otherwise required by law if such
waiver is not inconsistent with the law, does not adversely affect any substantial existing rights
and the Finance Board finds that application of the restriction would adversely effect achievement
of the purposes of the Bank Act, or upon a showing of good cause;



WHEREAS, on October 18, 2005, the OF submitted to the Finance Board a request to waive the
prohibition on direct placement of COs in 12 C.F.R. § 966.8(c) when a Bank has not provided to the
OF by the agreed upon deadline all funds for principal and interest payments due that day on COs,
or portions of COs, for which that Bank is the primary obligor; and



WHEREAS, Finance Board staff has reviewed the waiver request and determined that it is consistent
with the Bank Act, for good cause, and raises no legal or safety and soundness concerns if the
waiver is granted pursuant to the terms of this resolution.



NOW, THEREFORE, IT IS RESOLVED that effective July 1, 2006, the Board of Directors hereby waives
12 C.F.R. § 966.8(c) when direct placement of COs is necessary to assure that the Federal Reserve
Bank of New York has sufficient funds to timely pay all principal and interest due that day on COs
or portions of COs;




 









 








Resolution Number 2005-22

Page 2 of 2





IT IS FURTHER RESOLVED that the OF must notify the Office of Supervision no later than 5:00 pm,
eastern time, on any day it directly places a CO pursuant to this waiver; and



IT IS FURTHER RESOLVED that the interest rate paid by the Bank that has not remitted all the funds
to the OF by the agreed upon deadline on the CO issued pursuant to this waiver shall be at least
500 basis points above the federal funds rate.




	 	 	 	 	 
	 

	 	By the Board of Directors


of the Federal Housing Finance Board	 	 
	 
	 	 	 	 
	 

	 	/s/ Ronald A. Rosenfeld


 

 

Ronald A. Rosenfeld
	 	 
	 

	 	 Chairman	 	 






 









 






EXHIBIT B




Contingency Funding Matrix




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Priority
	 	 	1	 	2	 	3	 	4	 	5	 	6	 	7	 	8	 	9	 	10	 	11	 	12
	Jan
	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL
	Feb
	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST
	Mar
	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK
	Apr
	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT
	May
	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA
	Jun
	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC
	Jul
	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP
	Aug
	 	DSMN	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC
	Sep
	 	DALL	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN
	Oct
	 	TPKA	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL
	Nov
	 	SNFR	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA
	Dec
	 	STTL	 	BOST	 	NWYK	 	PITT	 	ATLA	 	CINC	 	INDP	 	CHIC	 	DSMN	 	DALL	 	TPKA	 	SNFR







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