Exhibit 4.02


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE


SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2020, the Federal Home Loan Bank of New York
(“FHLBNY”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): our Class B Stock, putable, par value $100 per share (the “Class B Stock”), which
is registered under Section 12(g) of the Exchange Act.


 


Description of Class B Stock


 


The following description of our Class B Stock is a summary
and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Restated Organization Certificate
(the “Organization Certificate”), our Amended and Restated Bylaws (the “Bylaws”) and our
Amended and Restated Capital Plan (the “Capital Plan”), each of which are incorporated by reference as an exhibit
to the Annual Report on Form 10-K of which this Exhibit 4.02 is a part. We encourage you to read our Organization Certificate,
our Bylaws, our Capital Plan and the applicable provisions of the Federal Home Loan Bank Act, as amended (the “FHLBank
Act”), the Federal Home Loan Bank System Modernization Act, which was enacted as Title VI of the Gramm-Leach-Bliley Act
(the “GLB Act”) and related regulations of the Federal Housing Finance Agency (the “Finance Agency”)
for additional information.


 


General


 


The Federal Home Loan Banks (“FHLBanks”),
including FHLBNY, have a unique cooperative structure. To access FHLBNY’s products and services, a financial institution
must be approved for membership and purchase capital stock in FHLBNY. The members’ stock requirement is based on the amount
of mortgage- related assets on the member’s balance sheet and its use of FHLBNY advances (and certain other FHLBNY products),
as prescribed by the FHLBank Act; this reflects the value of having ready access to FHLBNY as a reliable source of low-cost funds.


 


Under our Capital Plan, our Class B Stock consists of two sub-classes:
membership stock and activity-based stock. The shares of Class B Stock offered to members are only issued at par value and do not
trade in any market. Redemptions and repurchases of such stock by the FHLBNY, and any transfers of such stock, are also only made
at par value.


 


Each FHLBNY member is required to maintain a certain minimum
investment in Class B Stock of the FHLBNY. The minimum investment is determined by a membership requirement (the “Membership
Stock Purchase Requirement”) and an activity-based requirement (the “Activity Stock Purchase Requirement”) (together
with the Membership Stock Purchase Requirement, the “Minimum Stock Investment Requirement”). Each member is required
to maintain a certain minimum investment in membership stock for as long as the institution remains a member of the FHLBNY. In
addition, each member is required to purchase activity-based stock in proportion to the volume of certain transactions between
the member and the FHLBNY. The FHLBNY may adjust these investment requirements from time to time within the limits established
in the Capital Plan.


 






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Voting Rights


 


Voting rights in regard to the election of directors are established
by regulation. Specifically, holders of Class B Stock that are members of the FHLBNY as of the record date (i.e., December 31 of
the year immediately preceding an election) are entitled to participate in the election process. Eligible shareholders may nominate
representatives from members in their states to serve four-year terms on the Board of Directors of the FHLBNY. After the slate
of nominees is finalized, each member is eligible to vote for each open Member Director seat in the state in which its principal
place of business is located, as well as for each open districtwide Independent Director seat. Each member is entitled to cast
one vote for each share of Class B Stock that the member was required to hold as of the record date; however, the number of votes
that each member may cast for each open directorship cannot exceed the average number of shares of Class B Stock that were required
to be held by all members located in that state on the record date.


 


Redemption Rights


 


From time to time, the FHLBNY may issue or repurchase Class
B Stock to new members, current members, or former members or their successors in accordance with the Capital Plan, and as necessary
to allow the FHLBNY to satisfy the minimum capital requirements established by the GLB Act. The Class B Stock issued or repurchased
may be membership stock, activity-based stock, or both.


 


Under the GLB Act and related Finance Agency regulations, Class
B Stock is in general subject to redemption upon the expiration of a five-year redemption period (the “Stock Redemption
Period”). Only Class B Stock in excess of the Minimum Stock Investment Requirement of a member or former member (including
successors) may be redeemed at the end of the Stock Redemption Period. (Further, the FHLBNY shall automatically repurchase excess
activity-based stock from time to time but not less than on a monthly basis and may repurchase excess membership stock in the FHLBNY’s
sole discretion.) However, there is no guarantee that a member will be able to redeem its investment even at the end of a Stock
Redemption Period. If the redemption of Class B Stock, or the repurchase of such stock by the FHLBNY, would cause the FHLBNY to
fail to meet its minimum regulatory capital requirements, then such redemption or repurchase would be prohibited. Likewise, the
FHLBNY would not honor a redemption request if such redemption would cause the member to fail to maintain its required Minimum
Stock Investment Requirement.


 


The FHLBNY may also decide to suspend the redemption of Class
B Stock if it reasonably believes that such redemptions would cause the FHLBNY to fail to meet its minimum regulatory capital requirements,
would prevent the FHLBNY from maintaining adequate capital against a potential risk or would otherwise prevent the FHLBNY from
operating in a safe and sound manner. In addition, approval from the Finance Agency for redemptions or repurchases would be required
if the Finance Agency or the Board of Directors of the FHLBNY were to determine that the FHLBNY has incurred, or is likely to incur,
losses that result in, or are likely to result in, charges against the capital of the FHLBNY. Under such circumstances, there can
be no assurance that the Finance Agency would grant such approval or, if it did, upon what terms it might do so.


 


Accordingly, notwithstanding the expiration of the Stock Redemption
Period, there are a variety of circumstances that would preclude the FHLBNY from redeeming or repurchasing the Class B Stock of
a member. Since there is no public market for the Class B Stock and transfers of Class B Stock between members are generally prohibited
under the Capital Plan, there can be no assurance that a member’s purchase of Class B Stock would not effectively become
an illiquid investment in the FHLBNY.


 






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Minimum Stock Investment Requirement for Members


 


Each member is required to maintain a certain minimum investment
in the Class B Stock of the FHLBNY. This Minimum Stock Investment Requirement is comprised of a Membership Stock Purchase
Requirement and an Activity-Based Stock Purchase Requirement. Stock held by a member in excess of its required investment is known
as Excess Stock. A member may obtain Excess Stock by a variety of means, including reducing its Mortgage-related Assets, or by
reducing its level of transactions with the FHLBNY.


 


Although the FHLBNY does not currently expect to do so, the
FHLBNY may rely from time to time upon the Excess Stock of members — in addition to the amounts of stock members are required
to own — in order to satisfy its Minimum Regulatory Capital Requirements. In such case, a member that owns Excess Stock in
the FHLBNY would not be unable to redeem such stock for cash — nor could the FHLBNY repurchase such stock — as long
as the FHLBNY needs such Excess Stock to satisfy its Minimum Capital Regulatory Requirements. Under such circumstances, which may
occur particularly in periods of growth in the FHLBNY’s assets that do not directly require matching stock investments by
members, a member’s investment in Excess Stock effectively would become permanent capital in the FHLBNY and would remain
so unless and until the FHLBNY were able to find another source of capital (which could occur, for example, through an increase
in either the Membership Stock Purchase Requirement or the Activity-Based Stock Purchase Requirement applicable to members).


 


Moreover, if a member holds Excess Stock and if the FHLBNY is
relying upon such Excess Stock in order to satisfy its Minimum Regulatory Capital Requirements, the member may be unable to utilize
its Excess Stock to support new transactions with the FHLBNY but may be required by the FHLBNY to purchase additional Class B
Stock to ensure that the FHLBNY remains adequately capitalized. Thus, under this scenario, a member’s Excess Stock position
in the FHLBNY would increase with each new transaction it enters into with the FHLBNY.


 


Increases in the Minimum Amount of Class B Stock Required
to be Purchased 


 


Under the Capital Plan, the Board of Directors of the FHLBNY
may increase the Minimum Stock Investment Requirement of members within certain ranges specified in the Capital Plan. The Minimum
Stock Investment Requirement may also be increased pursuant to an amendment to the Capital Plan, which must be approved by the
Finance Agency. The FHLBNY shall provide members with notice prior to the effective date of any increase in their Minimum Stock
Investment Requirement. Under the Capital Plan, members are required to purchase additional stock in the FHLBNY as necessary to
comply with such new requirements or, alternatively, may reduce the volume of their activity with the FHLBNY on or prior to the
effective date of any increase in the Activity-Based Stock Requirement. To facilitate the purchase of additional stock to satisfy
an increase in a Member’s Minimum Stock Investment Requirement, the FHLBNY may, pursuant to the terms of its Correspondent
Services Agreement with the member, issue stock in the name of the member and correspondingly debit the member’s DDA Account
at the FHLBNY.


 


Limitations on Payment of Dividends


 


Under the Bank Act and Finance Agency regulations, the FHLBanks
may pay dividends on their stock only out of previously retained earnings or current net earnings. However, an FHLBank that is
not in compliance with its Minimum Regulatory Capital Requirements may not pay dividends to members nor may an FHLBank pay dividends
if, after doing so, it would fail to meet any of such minimum requirements. Moreover, an FHLBank may not pay dividends to members
if any principal and interest due on consolidated obligations issued through the Office of Finance has not been paid in full or,
under certain circumstances, if the FHLBank becomes a noncomplying FHLBank under Finance Agency regulations as a result of its
inability to comply with regulatory liquidity requirements or to satisfy its current obligations.


 






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Capital Plan Amendments Subject to Finance Agency Approval


 


The Finance Agency must approve all amendments to the Capital
Plan before they may become effective. However, such amendments to the Capital Plan are not subject to member consent or approval.
While amendments must be consistent with the FHLB Act and Finance Agency regulations, it is possible that they would result in
changes to the Capital Plan that could adversely affect the rights and obligations of members.


 


Vote on Voluntary Merger


 


In the event of a voluntary merger between FHLBNY and another
FHLBank, applicable regulatory rules require that the merger agreement be ratified a majority of votes cast in favor of ratification
by the members of the FHLBNY.


 


Each member of FHLBNY that is entitled to participate in the
voting will be able to vote the shares representing the member’s Minimum Stock Investment Requirement held by the member
on the record date, subject to the limitation that no member may cast a number of votes that exceeds the average number of shares
representing the Minimum Stock Investment Requirement of all members of the FHLBNY entitled to vote, calculated on a district-wide
basis, as of the record date.


 






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