exv10w1





Exhibit 10.1





JOINT CAPITAL ENHANCEMENT AGREEMENT



This Joint Capital Enhancement Agreement, as amended, was entered into by each of the undersigned
Federal Home Loan Banks (each a “Federal Home Loan Bank” and collectively the “Federal Home Loan
Banks”) as of the Effective Date, and has been amended as of the Amendment Effective Date.



WHEREAS, the Federal Home Loan Banks are federal instrumentalities chartered pursuant to an Act of
Congress and established to perform the important federal function of providing a stable source of
low cost funds for their member financial institutions;



WHEREAS, the ability of the Federal Home Loan Banks to provide significant sources of liquidity to
their members during the recent economic crisis was an important factor in stabilizing the
financial markets of the United States;



WHEREAS, the continued ability of the Federal Home Loan Banks to perform their important federal
mission depends in part upon the capital strength of the Federal Home Loan Banks and their ability
to access low cost funds in the debt markets;



WHEREAS, the Federal Home Loan Banks desire to increase the amount of their retained earnings for
safety and soundness reasons and to protect against the potential impairment of the par value of
their capital stock;



WHEREAS, the Federal Home Loan Banks are federally-chartered corporations with an interest in each
other’s operations because they are jointly and severally liable for the payment of consolidated
obligations issued by, or for the benefit of, the Federal Home Loan Banks, and have an interest in
each Federal Home Loan Bank having sufficient capital to ensure the timely payment of the
consolidated obligations issued on its behalf;



WHEREAS, before the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of
1989 (“FIRREA”), each Federal Home Loan Bank was required to carry a reserve account equal to 20
percent of its net income until said reserve account showed a credit balance equal to 100 percent
of the paid-in capital of such Federal Home Loan Bank;



WHEREAS, the Competitive Equality Banking Act of 1987 and FIRREA required the FHLBanks to pay more
than $3.1 billion from these retained earnings to capitalize the Financing Corporation and the
Resolution Funding Corporation (“REFCORP”);



WHEREAS, FIRREA repealed the 20 percent reserve requirement and replaced it with the requirement
that the Federal Home Loan Banks pay for a portion of the interest payments on debt issued by
REFCORP equal to $300 million per year until 2030;



WHEREAS, the Gramm-Leach-Bliley Act amended the Federal Home Loan Banks’ REFCORP obligation to
require each Federal Home Loan Bank to pay 20 percent of its net income per year after AHP
contribution and to allow for the Federal Home Loan Banks’ total REFCORP obligation to end earlier
than 2030 if such variable payments exceeded $300 million per year;





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WHEREAS, the Federal Home Loan Banks have paid $8.6 billion ($5.9 billion paid from 2000 through 4Q
2010 and $2.7 billion paid from 1991 to 1999) of the interest payments on the REFCORP obligations;
and



WHEREAS, satisfaction of the REFCORP obligation will provide the Federal Home Loan Banks an
opportunity to increase their retained earnings in furtherance of their safety and soundness.



NOW, THEREFORE, in consideration of the promises and mutual consideration contained in this
Agreement, it is agreed as follows:



I. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the
following meaning:



“Act” means the Federal Home Loan Bank Act of 1932, as amended as of the Effective Date.



“Adjustment to Prior Net Income” means either an increase, or a decrease, to a prior calendar
quarter’s reported Quarterly Net Income subsequent to the date on which any allocation to
Restricted Retained Earnings for such calendar quarter was made.



“Agreement” means this Joint Capital Enhancement Agreement adopted by the FHLBanks on the Effective
Date and amended on the date on which the FHFA has approved the Retained Earnings Capital Plan
Amendments for all of the FHLBanks that have issued capital stock pursuant to a capital plan as of
the Effective Date.



“Agreement Implementation Date” means the date that is the later of the REFCORP Termination Date or
the Effective Date.



“Allocation Termination Date” means the date an FHLBank’s obligation to make allocations to the
Restricted Retained Earnings account is terminated permanently. That date is determined pursuant
to section IV of this Agreement.



“Amendment Effective Date” means the date by which the FHFA has approved the Retained Earnings
Capital Plan Amendments for all of the FHLBanks that have issued capital stock pursuant to a
capital plan as of the Effective Date.



“Automatic Termination Event” means (i) a change in the Act, or another applicable statute,
occurring subsequent to the Effective Date, that will have the effect of creating a new, or higher,
assessment or taxation on net income or capital of the FHLBanks, or (ii) a change in the Act,
another applicable statute, or the Regulations, occurring subsequent to the Effective Date, that
will result in a higher mandatory allocation of an FHLBank’s Quarterly Net Income to any Retained
Earnings account than the annual amount, or total amount, specified in an FHLBank’s capital plan as
in effect immediately prior to the Automatic Termination Event.







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“Automatic Termination Event Declaration Date” means the date specified in subsection IV.A.1 or
IV.A.2 of this Agreement.



“Capital Plan” means a capital plan adopted by a board of directors of an FHLBank, and approved
pursuant to Section 6 of the Act.



“Class A Stock” means capital stock in an FHLBank, including subclasses, that has the
characteristics of class A stock as set forth in the Act and Regulations.



“Class B Stock” means capital stock in an FHLBank, including subclasses, that has the
characteristics of class B stock set forth in the Act and Regulations.



“Declaration of Automatic Termination” means a signed statement, executed by officers authorized to
sign on behalf of each FHLBank that is a signatory to the statement, in which at least 2/3 of the
then existing FHLBanks declare their concurrence that a specific statutory or regulatory change
meets the definition of an Automatic Termination Event.



“Dividend” means a distribution of cash, other property, or stock to a Member with respect to its
holdings of Class A Stock, Class B Stock or Other FHLBank Stock, and includes any distribution with
respect to mandatorily redeemable stock regardless of the characterization of such distribution.



“Dividend Restriction Period” for an FHLBank means any calendar quarter: (i) that includes the
REFCORP Termination Date, or occurs subsequent to the REFCORP Termination Date; (ii) that occurs
prior to an Allocation Termination Date; and (iii) during which the amount of the FHLBank’s
Restricted Retained Earnings is less than the amount of that FHLBank’s RREM. If the amount of an
FHLBank’s Restricted Retained Earnings is at least equal to the amount of that FHLBank’s RREM, and
subsequently the FHLBank’s Restricted Retained Earnings becomes less than its RREM, the FHLBank
shall be deemed to be in a Dividend Restriction Period (unless an Allocation Termination Date has
occurred).



“Effective Date” means February 28, 2011



“Excess Stock” means any Class A Stock or Class B Stock owned by a Member that the Member is not
required to hold either as a condition of retaining its membership in its FHLBank or as a condition
of obtaining advances or transacting other business with its FHLBank.



“FHFA” means the Federal Housing Finance Agency, or any successor thereto.



“FHLBank” means a Federal Home Loan Bank chartered under the Act.



“FHLBank’s Total Consolidated Obligations” means the daily average carrying value for the calendar
quarter, excluding the impact of fair value adjustments (i.e., fair value option and hedging
adjustments), of the FHLBank’s portion of outstanding FHLBank System Consolidated Obligations for
which it is the primary obligor.







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“FHLBank System Consolidated Obligation” means any bond, debenture, or note authorized under the
Regulations to be issued jointly by the FHLBanks pursuant to Section 11(a) of the Act, as amended,
or any bond or note previously issued by the Federal Housing Finance Board on behalf of all
FHLBanks pursuant to Section 11(c) of the Act, on which the FHLBanks are jointly and severally
liable, or any other instrument issued through the Office of Finance, or any successor thereto,
under the Act that is a joint and several liability of all the FHLBanks.



“Final Capital Plan Amendment Implementation Date” means the earliest date on which all approvals
required by the FHFA with respect to the Capital Plan amendments required by this Agreement for all
FHLBanks have been given, and such amendments are in full force and effect.



“GAAP” means accounting principles generally accepted in the United States as in effect from time
to time.




“HERA” means the Housing and Economic Recovery Act of 2008, as amended on the Effective Date.


“Interim Capital Plan Amendment Implementation Date” means 31 days after the date by which the FHFA
has approved the Retained Earnings Capital Plan Amendments for all of the FHLBanks that have issued
capital stock pursuant to a capital plan as of the Effective Date.



“Member” means: (i) an institution that has been approved for membership in an FHLBank, and has
purchased Class A Stock, Class B Stock, or Other FHLBank Stock in accordance with the Regulations;
(ii) a former member of an FHLBank that continues to own Class A Stock, Class B Stock or Other
FHLBank Stock; or (iii) a successor to an entity that was a member of an FHLBank that continues to
own Class A Stock, Class B Stock or Other FHLBank Stock.



“Net Loss” means that the Quarterly Net Income of an FHLBank is negative, or that the annual net
income of an FHLBank calculated on the same basis is negative.



“Other FHLBank Stock” means stock issued by an FHLBank prior to the adoption and implementation of
a Capital Plan.



“Quarterly Net Income” means the amount of net income of an FHLBank for the most recent calendar
quarter calculated in accordance with GAAP, after deducting the required contribution for the
Affordable Housing Program under Section 10(j) of the Act, as reported in that FHLBank’s quarterly
and annual financial statements filed with the Securities and Exchange Commission.



“Redeem” or “Redemption” means: (i) for an FHLBank that has issued stock pursuant to a Capital
Plan, the acquisition by an FHLBank of its outstanding Class A Stock or Class B Stock following the
expiration of the six-month or five-year statutory redemption period, respectively, for the stock;
and (ii) for an FHLBank that has not issued stock pursuant to a Capital Plan, any acquisition of
any Other FHLBank Stock subsequent to a termination of membership (whether that termination occurs
as a result of withdrawal from membership, a relocation to another






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district, a merger into a non-member institution, or otherwise), but does not include the exchange
of Other FHLBank Stock for Class A Stock or Class B Stock.



“REFCORP Termination Date” means the last day of the calendar quarter in which the FHLBanks’ final
regular payments are made on the obligations to REFCORP in accordance with Section 997.5 of the
Regulations and Section 21B(f) of the Act.



“Regular Contribution Amount” means, for any FHLBank for any calendar quarter that includes the
REFCORP Termination Date, or occurs subsequent to the REFCORP Termination Date, the result of: (i)
20 percent of Quarterly Net Income; plus (ii) 20 percent of a positive Adjustment to Prior Net
Income for any prior calendar quarter that includes the Agreement Implementation Date, or occurred
subsequent to the Agreement Implementation Date, to the extent such adjustment has not yet been
made in the current calendar quarter; minus (iii) 20 percent of the absolute value of a negative
Adjustment to Prior Net Income for any prior calendar quarter that includes the Agreement
Implementation Date, or occurred subsequent to the Agreement Implementation Date, to the extent
such adjustment has not yet been made in the current calendar quarter.



“Regulations” mean (i) the rules and regulations of the Federal Housing Finance Board (except to
the extent that they may be modified, terminated, set aside or superseded by the Director of the
FHFA) in effect on the Effective Date; and (ii) the rules and regulations of the FHFA, as amended
from time to time.



“Repurchase” means: (i) for an FHLBank that has issued stock pursuant to a Capital Plan, the
acquisition by an FHLBank of Excess Stock prior to the expiration of the six-month redemption
period for Class A Stock or five-year statutory redemption period for Class B stock; and (ii) for
an FHLBank that has not issued stock pursuant to a Capital Plan, the discretionary exercise of an
FHLBank’s power to acquire Other FHLBank Stock in excess of the Member’s stock purchase
requirements under applicable law, but does not include the exchange of Other FHLBank Stock for
Class A Stock or Class B Stock.



“Restricted Retained Earnings” means the cumulative amount of Quarterly Net Income and Adjustments
to Prior Net Income allocated to an FHLBank’s Retained Earnings account restricted pursuant to this
Agreement and does not include amounts retained in: (i) any accounts in existence at any FHLBank on
the Effective Date; or (ii) any other Retained Earnings accounts subject to restrictions that are
not part of the terms of this Agreement.



“Restricted Retained Earnings Minimum” (“RREM”) means an amount of Restricted Retained Earnings
calculated as of the last day of each calendar quarter equal to one percent of an FHLBank’s Total
Consolidated Obligations.



“Restriction Termination Date” means the date the restriction on the FHLBanks paying Dividends out
of the Restricted Retained Earnings account, or otherwise reallocating funds from the Restricted
Retained Earnings account, is terminated permanently. That date is determined pursuant to section
IV of this Agreement.







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“Retained Earnings” means the retained earnings of an FHLBank calculated pursuant to GAAP.



“Retained Earnings Capital Plan Amendment” means the amendment to an FHLBank’s Capital Plan adopted
effective on the Interim Capital Plan Amendment Implementation Date adding the substantive
provisions of this Agreement to the Capital Plan.



“Special Contribution Amount” means, for any FHLBank for any calendar quarter that includes the
REFCORP Termination Date, or occurs subsequent to the REFCORP Termination Date, the result of: (i)
50 percent of Quarterly Net Income; plus (ii) 50 percent of a positive Adjustment to Prior Net
Income for any prior calendar quarter that includes the Agreement Implementation Date, or occurred
subsequent to the Agreement Implementation Date, to the extent such adjustment has not yet been
made in the current calendar quarter; minus (iii) 50 percent of the absolute value of a negative
Adjustment to Prior Net Income for any prior calendar quarter that includes the Agreement
Implementation Date, or occurred subsequent to the Agreement Implementation Date, to the extent
such adjustment has not yet been made in the current calendar quarter.



“Termination Date” means the date of termination of this Agreement pursuant to Section IV of this
Agreement.



“Total Capital” means Retained Earnings, the amount paid-in for stock, the amount of any general
allowance for losses, and the amount of other instruments that the FHFA has determined to be
available to absorb losses incurred by that FHLBank.



II. Establishment of Restricted Retained Earnings




     A. Segregation of Account



     No later than the REFCORP Termination Date, each FHLBank shall establish an account in its
official books and records in which to allocate its Restricted Retained Earnings, with such account
being segregated on its books and records from the FHLBank’s other Retained Earnings for purposes
of tracking the accumulation of Restricted Retained Earnings and enforcing the restrictions on the
use of the Restricted Retained Earnings imposed in this Agreement and such FHLBank’s Capital Plan,
if applicable.



     B. Funding of Account



     1. Date on which Allocation Begins



     Each FHLBank shall allocate to its Restricted Retained Earnings account an amount at least
equal to the Regular Contribution Amount beginning on the REFCORP Termination Date. Each FHLBank
shall allocate amounts to the Restricted Retained Earnings Account only through contributions from
its Quarterly Net Income or Adjustments to Prior Net Income occurring on or after the REFCORP
Termination Date, but nothing in this Agreement shall prevent an FHLBank from allocating a greater
percentage of its Quarterly Net Income or positive Adjustment to Prior Net Income to its Restricted
Retained Earnings account than the percentages set forth in this Agreement.



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     2. Ongoing Allocation



     During any Dividend Restriction Period that occurs before the Allocation Termination Date, an
FHLBank shall continue to allocate its Regular Contribution Amount (or when, and if required under
subsection II.B.4 below, its Special Contribution Amount) to its Restricted Retained Earnings
account.



     3. Treatment of Quarterly Net Losses and Annual Net Losses



     In the event an FHLBank sustains a Net Loss for a calendar quarter, the following shall apply:
(i) to the extent that its cumulative calendar year-to-date net income is positive at the end of
such quarter, the FHLBank may decrease the amount of its Restricted Retained Earnings such that the
cumulative addition to the Restricted Retained Earnings account calendar year-to-date at the end of
such quarter is equal to 20 percent of the amount of such cumulative calendar year-to-date net
income; (ii) to the extent that its cumulative calendar year-to-date net income is negative at the
end of such quarter (a) the FHLBank may decrease the amount of its Restricted Retained Earnings
account such that the cumulative addition calendar year-to-date to the Restricted Retained Earnings
at the end of such quarter is zero, and (b) the FHLBank shall apply any remaining portion of the
Net Loss for the calendar quarter first to reduce Retained Earnings that are not Restricted
Retained Earnings until such Retained Earnings are reduced to zero, and thereafter may apply any
remaining portion of the Net Loss for the calendar quarter to reduce Restricted Retained Earnings;
and (iii) for any subsequent calendar quarter in the same calendar year, the FHLBank may decrease
the amount of its quarterly allocation to its Restricted Retained Earnings account in that
subsequent calendar quarter such that the cumulative addition to the Restricted Retained Earnings
account calendar year-to-date is equal to 20 percent of the amount of such cumulative calendar
year-to-date net income.



     In the event an FHLBank sustains a Net Loss for a calendar year, any such Net Loss first shall
be applied to reduce Retained Earnings that are not Restricted Retained Earnings until such
Retained Earnings are reduced to zero, and thereafter any remaining portion of the Net Loss for the
calendar year may be applied to reduce Restricted Retained Earnings.



     4. Funding at Special Contribution Amount



     If during a Dividend Restriction Period, the amount of an FHLBank’s Restricted Retained
Earnings decreases in any calendar quarter, except as provided in subsections II.B.3(i) and (ii)(a)
above, the FHLBank shall allocate the Special Contribution Amount to its Restricted Retained
Earnings account beginning at the following calendar quarter-end (except as provided in the last
sentence of this subsection). Thereafter, such FHLBank shall continue to allocate the Special
Contribution Amount to its Restricted Retained Earnings account until the cumulative difference
between: (i) the allocations made using the Special Contribution Amount; and (ii) the allocations
that would have been made if the Regular Contribution Amount applied, is equal to the amount of the
prior decrease in the amount of its Restricted Retained Earnings account arising from the
application of subsection II.B.3(ii)(b). If at any calendar quarter-end the Special Contribution
Amount would result in a cumulative allocation in excess of such prior decrease in the amount of
Restricted Retained Earnings: (i) the FHLBank may allocate such percentage of Quarterly Net Income
to the Restricted Retained Earnings account that shall exactly restore the amount of the prior
decrease, plus the amount of the Regular Contribution Amount for that



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quarter; and (ii) the FHLBank in subsequent quarters shall revert to paying at least the
Regular Contribution Amount.




     5. Release of Restricted Retained Earnings



     If an FHLBank’s RREM decreases from time to time due to fluctuations in such FHLBank’s Total
Consolidated Obligations, amounts in such FHLBank’s Restricted Retained Earnings account in excess
of 150 percent of the FHLBank’s RREM may be released by such FHLBank from the restrictions
otherwise imposed on such amounts pursuant to the provisions of this Agreement and the Capital
Plan, and reallocated to its general Retained Earnings account. Until the Restriction Termination
Date, an FHLBank may not otherwise reallocate amounts in its Restricted Retained Earnings account
(provided that a reduction in the Restricted Retained Earnings account following a Net Loss
pursuant to subsection II.B.3 is not a reallocation).



     6. Contingency for Lack of Approval by the FHFA



     Notwithstanding the other provisions of this Agreement, in the event that prior to the
occurrence of the Interim Capital Plan Amendment Implementation Date, this Agreement is terminated
pursuant to the terms of Section IV.A. or Section IV.B., the obligations under this Agreement
requiring allocation of Quarterly Net Income to Restricted Retained Earnings and restrictions on
the use of amounts in the Restricted Retained Earnings account shall be terminated.



     7. Posting of Account Entries



     The initial accounting entry by an FHLBank for any item in any account specified in this
Agreement shall be made no later than the date following the end of the calendar period in question
required pursuant to the rules of the Securities and Exchange Commission for filing the FHLBank’s
periodic reports. Each FHLBank shall report to the Office of Finance no later than the publication
of its periodic reports the amount of such Restricted Retained Earnings allocated to the Restricted
Retained Earnings account created pursuant to this Agreement for such immediately preceding
calendar quarter as well as the outstanding balance in such Restricted Retained Earnings account as
of the end of such calendar quarter.



     8. Effect of Mergers



     In the event of a merger of FHLBanks, a sale of the assets and assumption of the liabilities
of an FHLBank, a reorganization or other consolidation of two or more FHLBanks (“Merger”), the
proposed treatment of, and the pro forma amount of, the Restricted Retained Earnings account of the
surviving FHLBank(s) shall be set forth in the publicly available portion of the application to the
FHFA regarding such Merger, and provided to the parties of this Agreement that are not involved in
such transaction.



     Notwithstanding the other provisions of this Agreement, in the event of a Merger, the
surviving FHLBank’s RREM shall be lowered permanently by all, or a portion of, the amount, prior to
the Merger, of the Restricted Retained Earnings of the acquired FHLBank (which was deemed the
acquired FHLBank for purposes of GAAP) to the extent, and in the amount, permitted by the FHFA’s
approval of a Capital Plan amendment effective upon the consummation of such Merger.



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     C. No Effect on Rights of Shareholders as Owners of Retained Earnings



     In the event of the liquidation of an FHLBank, or a taking of an FHLBank’s Retained Earnings
by future federal action, nothing in this Agreement shall change the rights of the holders of an
FHLBank’s Class B stock as owners of the Retained Earnings, including Restricted Retained Earnings,
as granted under Section 6(h) of the Act.


III. Limitation on Dividends, Stock Repurchase and Stock Redemption




     A. General Rule on Dividends.


From the REFCORP Termination Date through the Restriction Termination Date, an FHLBank may not pay
Dividends, or otherwise reallocate funds (except as expressly provided in II. B. 5, and further
provided that a reduction in the Restricted Retained Earnings account following a Net Loss pursuant
to subsection II.B.3 is not a reallocation), out of Restricted Retained Earnings. During a
Dividend Restriction Period, an FHLBank may not pay Dividends out of the amount of Quarterly Net
Income required to be allocated to Restricted Retained Earnings.




     B. Limitations on Repurchase and Redemption.



From the REFCORP Termination Date through the Restriction Termination Date, an FHLBank shall
not engage in a Repurchase or Redemption transaction if following such transaction the Bank’s Total
Capital as reported to the FHFA falls below the FHLBank’s aggregate paid-in amount of capital
stock.


IV. Termination of Agreement




     This Agreement shall be binding upon the FHLBanks as of the Effective Date, and shall remain
in full force and effect until the Termination Date. The Termination Date shall be the Restriction
Termination Date.



     A. Termination through an Automatic Termination Event.



     1. Action by FHLBanks




If an FHLBank desires to assert that an Automatic Termination Event has occurred (or will
occur on the effective date of a change in a statute or the Regulations), the FHLBank shall
provide prompt written notice to all of the other FHLBanks (and provide a copy to the FHFA)
identifying the specific statutory or regulatory change that is the basis for the assertion.
For the purposes of this section, ‘prompt written notice’ means notice delivered no later
than 90 calendar days subsequent to: (1) the date the specific statutory change takes
effect; or (2) the date an interim final rule or final rule effecting the specific
regulatory change is published in the Federal Register. Such notice shall include as an
exhibit a draft Declaration of Automatic Termination prepared for the signature of an
officer of each FHLBank.



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Upon receipt of such notice, each FHLBank shall make an analysis of the facts and
circumstances set forth in the notice, and, subject to the standards of good faith and fair
dealing, make a determination whether the specific statutory or regulatory change
constitutes an Automatic Termination Event. If an FHLBank determines that such change
constitutes an Automatic Termination Event, a duly authorized officer of that FHLBank shall
execute the Declaration of Automatic Termination (which may be signed in counterpart). The
standard for approval of the Declaration of Automatic Termination is execution by at least
2/3 of the then existing FHLBanks (including the FHLBank that filed notice).




If within 60 calendar days of transmission of such written notice to all of the other
FHLBanks, at least 2/3 of the then existing FHLBanks execute a Declaration of Automatic
Termination concurring that the specific statutory or regulatory change identified in the
written notice constitutes an Automatic Termination Event, then the Declaration of Automatic
Termination shall be delivered to the FHFA within 10 calendar days of the date that the
Declaration of Automatic Termination is executed. After the expiration of a 60 calendar day
period that begins when the Declaration of Automatic Termination is delivered to the FHFA,
an Automatic Termination Event Declaration Date shall be deemed to occur (except as provided
in subsection IV.A.3).




If a Declaration of Automatic Termination concurring that the specific statutory or
regulatory change identified in the written notice constitutes an Automatic Termination
Event has not been executed by at least the required 2/3 of the then existing FHLBanks
within 60 calendar days of transmission of such notice to all of the other FHLBanks, the
FHLBank that filed the notice may request a determination from the FHFA that the specific
statutory or regulatory change constitutes an Automatic Termination Event. Such request
must be filed with the FHFA within 10 calendar days after the expiration of the 60 calendar
day period that begins upon transmission of the written notice of the basis of the assertion
to all of the other FHLBanks.




2. Action by FHFA




An FHLBank may request a determination from the FHFA that a specific statutory or regulatory
change constitutes an Automatic Termination Event, and may claim that an Automatic
Termination Event has occurred, or will occur, with respect to a specific statutory or
regulatory change only if the FHLBank has complied with the time limitations and procedures
of subsection IV.A.1.




If within 60 calendar days after an FHLBank delivers such request to the FHFA, the FHFA
provides the requesting FHLBank with a written determination that a specific statutory or
regulatory change is an Automatic Termination Event, then an Automatic Termination Event
Declaration Date shall be deemed to occur as of the expiration of such 60 calendar day
period (except as provided in subsection IV.A.3). The date of such Automatic Termination
Event Declaration Date shall be as of the expiration of such 60



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calendar day period (except as provided in subsection IV.A.3), no matter on which day prior
to the expiration of the 60 calendar day period the FHFA has provided its written
determination.




If the FHFA fails to make a determination within 60 calendar days after the requesting
FHLBank delivers such request to the FHFA, then an Automatic Termination Event Declaration
Date shall be deemed to occur as of the date of the expiration of such 60 calendar day
period (except as provided in subsection IV.A.3); provided, however, that if the FHFA makes
a written request for information from the requesting FHLBank, such 60 calendar day period
shall be tolled from the date that the FHFA transmits its request until such FHLBank
delivers to the FHFA information responsive to its request. An FHLB that makes such request
to the FHFA shall notify the other FHLBanks of the failure to receive a determination from
the FHFA after the lapse of the 60 calendar day period (taking into account any tolling of
such period).




If within 60 calendar days after an FHLBank delivers to the FHFA a request for determination
that a specific statutory or regulatory change constitutes an Automatic Termination Event
(or such longer period if the 60 calendar day period is tolled pursuant to the preceding
sentence), the FHFA provides the requesting FHLBank with a written determination that a
specific statutory or regulatory change is not an Automatic Termination Event, then an
Automatic Termination Event shall not have occurred with respect to such change.




3. Proviso as to Occurrence of Automatic Termination Event Declaration Date




In no case under this subsection IV.A may an Automatic Termination Event Declaration Date be
deemed to occur prior to: (1) the date the specific statutory change takes effect; or (2)
the date an interim final rule or final rule effecting the specific regulatory change is
published in the Federal Register.




B. Notice of Voluntary Termination.


The FHLBanks may terminate this Agreement by the affirmative vote of the boards of directors of
at least two-thirds (2/3) of the then existing FHLBanks. The decision by any FHLBank’s board of
directors to vote to terminate this Agreement is committed to the discretion of the board of
directors, and is not subject to the standards of an Automatic Termination Event. If the
FHLBanks terminate the Agreement, then the FHLBanks shall provide written notice to the FHFA
that the FHLBanks have voted to terminate the Agreement.





	 	C.	 	Consequences of an Automatic Termination Event or Vote to Terminate the
Agreement.





     1. Consequences of Voluntary Termination



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In the event the FHLBanks deliver written notice to the FHFA that the FHLBanks have voted to
terminate the Agreement, then without any further action by any FHLBank or the FHFA: (i) the
date of delivery of such notice shall be an Allocation Termination Date; and (ii) one year
from the date of delivery of such notice shall be a Restriction Termination Date.




2. Consequences of an Automatic Termination Event Declaration Date




If an Automatic Termination Event Declaration Date has occurred, then without further action
by any FHLBank or the FHFA: (i) the date of the Automatic Termination Event Declaration Date
shall be an Allocation Termination Date; and (ii) one year from the date of the Automatic
Termination Event Declaration Date shall be a Restriction Termination Date.


V. Implementation Process




     A. Execution and Approval of Agreement



     This Agreement became binding on the FHLBanks on the Effective Date, and the amendments made
to the Agreement after the Effective Date reflected herein shall become binding on the Amendment
Effective Date. This Agreement, as amended, shall remain in effect until the Termination Date.
Each FHLBank represents and warrants that this Agreement, and the amendments made on the Amendment
Effective Date, are within such party’s power, have been duly authorized by all necessary corporate
action, and constitute a valid and binding obligation of such party enforceable in accordance with
its terms, subject to principles of public policy, general equitable principles, and any
receivership, insolvency, reorganization, moratorium, fraudulent conveyance or similar law relating
to or affecting the rights of creditors generally, which law may be in effect from time to time.



     B. Application to FHFA



     Upon the Effective Date: (i) each FHLBank that has issued stock pursuant to a Capital Plan
shall be obligated to take all commercially reasonable steps necessary, that its board of directors
believes are in the best interests of the FHLBank, to submit to the FHFA an application for
approval of an amendment to its Capital Plan in compliance with the terms of this Agreement
outlined in subsection V.C.; and (ii) any FHLBank that has not issued stock pursuant to a Capital
Plan shall be obligated to take all commercially reasonable steps necessary, that its board of
directors believes are in the best interests of the FHLBank, to include in a supplement to its
Capital Plan submission to the FHFA the provisions contemplated by the Capital Plan amendments
outlined in subsection V.C. The parties acknowledge that a task force of FHLBanks has been formed
to assist each FHLBank with this process, but that each FHLBank retains primary responsibility for
preparing and submitting the application in a timely manner; provided, however, in the interests of
efficiency, the FHLBanks may agree to undertake this application to the FHFA jointly.



     C. Capital Plan Amendment



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     The amendments to the Capital Plan of each FHLBank that has issued stock pursuant to a Capital
Plan as of the Effective Date shall become effective only if approved by the FHFA for each such
FHLBank, and, if such approval is granted, such amendments shall become effective simultaneously on
the Interim Capital Plan Amendment Implementation Date. The amendments to the Capital Plan for any
FHLBank that has not issued stock pursuant to a Capital Plan as of the Effective Date shall become
effective on the Final Capital Plan Amendment Implementation Date. Each FHLBank’s Capital Plan
amendments shall contain the substantive provisions of this Agreement as amended on the Amendment
Effective Date


VI. No Third Party Rights.




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


VII. Injunctive Relief




     Each FHLBank agrees that any violation or threatened violation of this Agreement may cause
irreparable injury to the other parties to this Agreement, the degree of which may be difficult to
ascertain. Accordingly, each FHLBank agrees that each of the other FHLBanks shall have the right
to seek immediate injunctive relief for any breach of this Agreement (or for the breach of the
obligations that survive termination of this Agreement as set forth in Section IV), as may be
granted by a court of competent jurisdiction, as well as the right to pursue any and all other
rights and remedies available at law or in equity.


VIII. Amendment; Waivers




     This Agreement may be amended only in a writing executed by each of the then-existing
FHLBanks. No waiver of any provision of this Agreement or consent to any departure therefrom shall
be effective unless executed by the party against whom such consent to waiver or departure is
asserted and shall be effective only in the specific instance and for the purpose for which given.
No notice to or demand on any FHLBank in any case shall entitle that FHLBank to any other or
further notice or demand in the same, similar or other circumstances. Any forbearance, failure, or
delay by any FHLBank in exercising any right, power, or remedy hereunder shall not be deemed to be
a waiver thereof, and any single or partial exercise by that FHLBank of any right, power, or remedy
hereunder shall not preclude the further exercise thereof. Every right, power, and remedy of each
FHLBank shall continue in full force and effect until specifically waived by that FHLBank in
writing.


IX. Legal Fees




     Each FHLBank agrees that if any action or proceeding is brought by one or more parties under
this Agreement seeking to obtain any legal or equitable relief against any other party to this
Agreement that arises out of, or is related to, this Agreement or any transaction contemplated
hereby, then, after any and all appeals and the expiration of the time for all appeals, the
nonprevailing party(ies) will pay all reasonable attorneys’ fees and other costs incurred by the
substantially prevailing party(ies) in connection therewith.



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X. Applicable 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 substantive laws of the State of
New York (excluding, however, laws regarding the conflict of laws provisions). Notwithstanding the
foregoing, the Uniform Commercial Code as in effect in the State of New York shall be deemed
applicable to this Agreement. In the event that any portion of this Agreement conflicts with
applicable law, such conflict shall not affect other provisions of this Agreement that can be given
effect without the conflicting provision, and to this end the provisions of this Agreement are
declared to be severable. In the event of any ambiguity, the terms of this Agreement shall be
interpreted to conform to the requirements of the Act, HERA and the Regulations.


XI. Successors




     This Agreement shall be binding upon and inure to the benefit of the successors of each
FHLBank.


XII. Notices




     Any notice, advice, request, consent, or direction given, made, or withdrawn pursuant to this
Agreement shall be in writing or by machine-readable electronic transmission, and shall be deemed
to have been duly given to and received by a party hereto when it shall have been actually received
by such party at its principal office, and shall be directed to the attention of the FHLBank’s
General Counsel or President.


XIII. Entire Agreement




     This Agreement, amended as of the Amendment Effective Date, embodies the entire agreement and
understanding among the parties hereto relating to the subject matter hereof and supersedes all
prior agreements among such parties that relate to such subject matter.



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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its
behalf and in its name by its duly authorized officer(s) as of the date set forth below.




	 	 	 	 

	FEDERAL HOME LOAN BANK OF ATLANTA
	 
	 	 
	By:

	 	/s/ W. Wesley McMullan
	 

	 	 
	Name:

	 	W. Wesley McMullan
	Title:

	 	President and CEO
	Date:

	 	August 5, 2011
	 
	 	 
	FEDERAL HOME LOAN BANK OF BOSTON
	 
	 	 
	By:

	 	/s/ Edward A. Hjerpe, III
	 

	 	 
	Name:

	 	Edward A. Hjerpe, III
	Title:

	 	President and CEO
	Date:

	 	August 5, 2011
	 
	 	 
	FEDERAL HOME LOAN BANK OF CHICAGO
	 
	 	 
	By:

	 	/s/ Matthew R. Feldman
	 

	 	 
	Name:

	 	Matthew R. Feldman
	Title:

	 	President and CEO
	Date:

	 	August 5, 2011






15









 






	 	 	 	 	 	 	 	 

	FEDERAL HOME LOAN BANK OF CINCINNATI	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ David H. Hehman
	 	By:
	 	/s/ Andrew S. Howell
	 

	 	 
	 	 	 	 
	Name:

	 	David H. Hehman
	 	Name:
	 	Andrew S. Howell
	Title:

	 	President
	 	Title:
	 	EVP and COO
	Date:

	 	August 5, 2011
	 	Date:
	 	August 5, 2011
	 
	 	 	 	 	 	 
	FEDERAL HOME LOAN BANK OF DALLAS	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Terry Smith	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Terry Smith	 	 	 	 
	Title:

	 	CEO	 	 	 	 
	Date:

	 	August 5, 2011	 	 	 	 
	 
	 	 	 	 	 	 
	FEDERAL HOME LOAN BANK OF DES MOINES	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Richard S. Swanson	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Richard S. Swanson	 	 	 	 
	Title:

	 	President and CEO	 	 	 	 
	Date:

	 	August 5, 2011	 	 	 	 






16









 






	 	 	 	 	 	 	 	 

	FEDERAL HOME LOAN BANK OF INDIANAPOLIS	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Milton J. Miller
	 	By:
	 	/s/ Cindy L. Konich
	 

	 	 
	 	 	 	 
	Name:

	 	Milton J. Miller
	 	Name:
	 	Cindy L. Konich
	Title:

	 	President and CEO
	 	Title:
	 	EVP, COO and CFO
	Date:

	 	August 5, 2011
	 	Date:
	 	August 5, 2011
	 
	 	 	 	 	 	 
	FEDERAL HOME LOAN BANK OF NEW YORK	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Alfred A. DelliBovi	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Alfred A. DelliBovi	 	 	 	 
	Title:

	 	President and CEO	 	 	 	 
	Date:

	 	August 5, 2011	 	 	 	 
	 
	 	 	 	 	 	 
	FEDERAL HOME LOAN BANK OF PITTSBURGH	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Winthrop Watson	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Winthrop Watson	 	 	 	 
	Title:

	 	President and CEO	 	 	 	 
	Date:

	 	August 5, 2011	 	 	 	 






17









 






	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	FEDERAL HOME LOAN BANK OF SAN FRANCISCO	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Dean Schultz	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Dean Schultz	 	 	 	 
	Title:

	 	President and CEO	 	 	 	 
	Date:

	 	August 5, 2011	 	 	 	 
	 
	 	 	 	 	 	 
	FEDERAL HOME LOAN BANK OF SEATTLE	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Steven R. Horton	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Steven R. Horton	 	 	 	 
	Title:

	 	Acting President and CEO	 	 	 	 
	Date:

	 	August 5, 2011	 	 	 	 
	 
	 	 	 	 	 	 
	FEDERAL HOME LOAN BANK OF TOPEKA	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Andrew J. Jetter	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Andrew J. Jetter	 	 	 	 
	Title:

	 	President and CEO	 	 	 	 
	Date:

	 	August 5, 2011	 	 	 	 







18