EX-4.1











CAPITAL PLAN




of the




Federal Home Loan Bank of Pittsburgh





As amended following approval of the Board of Directors
on April 28, 2010, and Federal Housing Finance Agency
approval on May 12, 2010




Effective Date of the Amended Capital Plan: July 1, 2010



1



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
		I.		 	Purpose
	 		2	
	 	 	 	 	A.General
	 		2	
	II.
	 	Stock Investment
	 		5	
	 	 	 	 	A.General
	 		5	
	 	 	 	 	B.Minimum Amount
	 		6	
	 	 	 	 	C.Adjustments to Minimum Amount
	 		10	
	III.
	 	Par Value, Rights, Terms, and Preferences of Capital Stock
	 		11	
	 	 	 	 	A.Par Value
	 		11	
	 	 	 	 	B.Ownership
	 		11	
	 	 	 	 	C.Limitations
	 		11	
	 	 	 	 	D.Dividends
	 		11	
	 	 	 	 	E.Redemption
	 		11	
	 	 	 	 	F.Cancellation of Redemption
	 		11	
	 	 	 	 	G.Limited Transferability
	 		12	
	 	 	 	 	H.Termination of Membership
	 		12	
	 	 	 	 	I.Voting Rights
	 		14	
	 	 	 	 	J.Rights in Bank Merger
	 		14	
	 	 	 	 	K.Rights in Bank Liquidation
	 		14	
	IV.
	 	Process for Amending this Plan
	 		14	
		V.		 	Definitions
	 		15	






Schedule A


Appendix A



2




	I.	 	Purpose






	 	A.	 	General. This Capital Plan, as amended, is implemented to meet the requirements of
the Capital Regulation. All capitalized terms used but not defined elsewhere in the
Capital Plan shall have the meaning ascribed to such terms in Section V.






	 	1.	 	Effective Date. The date that this Capital Plan, as
amended, becomes effective after approval by the Finance Agency and following a
Notice to Members from the Bank.






	 	2.	 	Transition Period. For any Member whose Membership
Asset Value Stock Purchase Requirement on the Effective Date of the Plan
exceeds the sum of: (i) its actual Unused Borrowing Capacity Stock Purchase
Requirement (as the term is defined in the Bank’s Original Capital Plan
implemented on December 16, 2002) calculated as of close of business on the
Business Day immediately preceding the Effective Date plus (ii) the amount of
its Excess Stock as of close of business on the Business Day immediately
preceding the Effective Date, then, such Member shall have until no later than
April 10, 2011 (referred to as the “Transition Period”) to fully comply with
the terms of this Plan with respect to its Membership Asset Value Stock
Purchase Requirement. Each such Member’s Membership Stock Purchase Requirement
shall be equal to its Membership Asset Value Stock Purchase Requirement;
provided that, such Members shall be permitted to fully transition to the
requirement as set forth below. During the Transition Period the following
shall apply to each such Member (referred to as a “Transitioning Member”):






	 	a)	 	Membership Asset Value Stock Purchase
Requirement on the Effective Date. The Initial Membership Asset
Value Stock Purchase Percentage (referred to as the “Transition
Percentage”) shall equal the ratio of (i) to (ii) where (i) is the sum
of the Transitioning Member’s Unused Borrowing Capacity Stock Purchase
Requirement plus its Excess Stock each determined as of the close of
business on the Business Day immediately preceding the Effective Date
and (ii) is its Membership Asset Value. Each Transitioning Member’s
Membership Asset Value Stock Purchase Requirement shall be calculated
using the Transition Percentage and multiplying it by the Transitioning
Member’s Membership Asset Value. At any point in time, the applicable
Transition Percentage shall be the highest value calculated in
accordance with this Section I.A.2.a, as such value may be subsequently
adjusted under Section I.A.2.b.






	 	b)	 	Treatment of Excess Stock Arising from Loan
Repayments. From time to time as a Transitioning Member’s Loans
are reduced and such reductions generate a reduction of the
Transitioning Member’s associated Member Loan Stock Purchase
Requirement, then, such resulting Excess Stock shall automatically be
applied against the Transitioning Member’s Membership Asset Value Stock
Purchase Requirement, calculated in accordance with this Plan.
Notwithstanding the foregoing, in the event that a Transitioning Member
obtains a Renewal of a Loan (on the same business day as a Loan
repayment), then, the Excess Stock generated from the Loan repayment
shall be applied first against the Member Loan Stock Purchase
Requirement for such Renewal with the balance of such Excess Stock (if
any) applied against the Membership Asset Value Stock Purchase
Requirement. Following each such calculation, this amount shall become
the Member’s new Membership Stock Purchase Requirement and the
Transition Percentage shall be re-calculated to reflect the change in
the Membership Stock Purchase Requirement.






	 	c)	 	Completion of Transition Prior to April 10,
2011. In the event that, prior to April 10, 2011, the Bank: (i)
makes payment of a dividend and Repurchases Excess Stock on a pro rata
basis for all members in the same quarter, or (ii) makes payment of a
dividend in an amount exceeding one percent (1%) annualized, then, in
either case, each Transitioning Member shall be required to comply
promptly with the Membership Asset Value Stock Purchase Requirement
upon fifteen (15) calendar days’ notice from the Bank.






	 	d)	 	Finance Agency Classification of the Bank
Under the Prompt Corrective Action Regulation – Adjustment to
Membership Stock Purchase Requirement. In the event that during
the Transition Period (i) the Finance Agency classifies the Bank as
other than “adequately capitalized” under the PCA Regulation, and (ii)
the Bank is required to increase the Membership Stock Purchase
Requirement within the ranges and terms set forth in the amended
Capital Plan, then, the Transition Period shall end and each
Transitioning Member will be required to comply promptly with the
Membership Asset Value Stock Purchase Requirement upon fifteen (15)
calendar days’ notice from the Bank.






All other terms and conditions of the Plan shall apply to such Transitioning
Members.



3



The following examples illustrate the calculations of the Membership Stock Purchase Requirement for
Transitioning Members as described above:



Capital Plan Transition Examples




Assumptions (unless otherwise noted):



Member’s Advances Outstanding = $25,000,000



	 	 	 	 	 
	UBC =

	 	$	25,000,000	 
	UBC Requirement =

	 	 	0.75	%
	Loan (Advances) Capital Stock Requirement =

	 	 	4.75	%
	UBC Capital Stock =

	 	$	187,500	 
	Loan (Advances) Capital Stock =

	 	$	1,187,500	 
	Total Capital Stock Held =

	 	$	1,375,000	 






	 	 	 	 	 
	Member’s MAV =
	 	$	100,000,000	 
	MAV Capital Stock Requirement =
	 	 	0.35	%
	MAV Capital Stock Required =
	 	$	350,000	 
	Loan (Advances) Capital Stock Requirement =
	 	 	4.60	%
	Total Capital Stock Held =
	 	$	1,375,000	 
	Loan (Advances) Capital Stock Required
	 	 	($1,150,000	)
	 
	 	 	 	 
	Capital Stock Available for MAV
	 	$	225,000	 
	Transition Percentage
	 	 	0.225	%
	MAV Deficit =
	 	 	($125,000	)






Example #1 (Illustrates: I.A.2.b – Loan Repayment; Excess Stock Created)



Member initially transitions at an MAV Transition Percentage of .225%. Member has a $5,000,000
two-year advance mature.



	 	 	 	 	 
	Excess Capital Stock created =
	 	$	230,000	 
	Total Capital Stock Held =
	 	$	1,375,000	 
	- Loan (Advances) Capital Stock Required
	 	 	($920,000	)
	 
	 	 	 	 
	Capital Stock Available for MAV Requirement
	 	$	455,000	 
	MAV Capital Stock Requirement @ 0.35%
	 	 	($350,000	)
	Transition Percentage (MAV Requirement Met) at
	 	 	0.35	%
	Fully-Transitioned
	 	 	 	 
	Additional Excess Capital Stock =
	 	$	105,000	 






Example #2 (Illustrates: I.A.2.b – Loan Repayment/Different Loan Product; Excess Stock Created)



Member initially transitions at an MAV Transition Percentage of .225%. Member has a $5,000,000
two-year advance mature and rolls it into an overnight advance.



	 	 	 	 	 
	Excess Capital Stock created =
	 	$	230,000	 
	MAV Capital Stock
	 	$	225,000	 
	MAV Requirement @ 0.35%
	 	 	($350,000	)
	MAV Capital Stock Deficit
	 	 	($125,000	)
	Portion of Excess Capital Stock
	 	$	125,000	 
	used to meet MAV Deficit (adjustment to Transition Percentage)
	 	 	 	 
	Transition Percentage (MAV Requirement Met) at
	 	 	0.35	%
	Fully-Transitioned
	 	 	 	 
	Remaining Excess Capital Stock
	 	$	105,000	 
	to meet the Loan (Advances) Requirement
	 	 	 	 
	Loan (Advances) Capital Stock Required =
	 	 	($1,150,000	)
	Loan (Advances) Capital Stock Held =
	 	$	920,000	 
	Additional Excess Capital Stock =
	 	$	105,000	 
	 
	 	 	 	 
	Capital Stock Purchase Required =
	 	$	125,000	 






Example #3 (Illustrates: I.A.2.b – Loan Renewal; No Excess Stock Created)



Member initially transitions at an MAV Transition Percentage of .225%. Member has a $5,000,000
three-month advance maturing and renews the entire amount into another $5,000,000 three-month
advance. No Excess Capital Stock is created.



	 	 	 	 	 
	Total Capital Stock Held =
	 	$	1,375,000	 
	- Loan (Advances) Capital Stock Required
	 	 	($1,150,000	)
	 
	 	 	 	 
	Capital Stock Available for MAV
	 	$	225,000	 
	MAV Capital Stock Requirement
	 	 	($350,000	)
	MAV Deficit =
	 	$	125,000	 
	Transition Percentage (MAV Requirement) =
	 	 	0.225	%
	Still Not Fully-Transitioned
	 	 	 	 







	II.	 	Stock Investment






	 	A.	 	General. Adequate capitalization is required to: (a) provide for the safe and sound
operation of the Bank; (b) permit prudent leveraging into products and services of
benefit to Members and Housing Associates; (c) provide appropriate risk-adjusted Member
dividend returns; (d) protect creditors of the Bank and the Bank System against loss;
(e) generate earnings sufficient to meet the Bank’s various community support and
public purpose obligations; and (f) comply with prevailing Minimum Regulatory Capital
Requirements. Towards these objectives, this Capital Plan requires Members to make
certain Minimum Member Stock Investments in the Bank.






	 	B.	 	Minimum Amount






	 	1.	 	General. The need for capital is in great part a
function of the volumes of and risks inherent in the products and services
provided by the Bank to its Members, including the potential for Members to
borrow from the Bank. Therefore, the Capital Stock of the Bank should be
contributed in general proportion to the distribution of such products and
services to its Members, including their potential borrowing activities. Each
Member must purchase and maintain a minimum investment in the Capital Stock of
the Bank in an amount determined in accordance with the requirements of this
Capital Plan.






	 	2.	 	Minimum Member Stock Investment. Each Member is
required to maintain a Minimum Member Stock Investment, both as a condition to
becoming and remaining a Member and as a condition to obtaining Loans and
Letters of Credit from the Bank, access to the Bank’s credit products through
its Membership Asset Value, and to support Acquired Member Assets with the
Bank. The total amount of the required minimum investment of all Members shall
be sufficient to ensure that the Bank stays in compliance with the Minimum
Regulatory Capital Requirements under the Capital Regulation. The Board of
Directors will monitor and, as necessary, adjust the minimum investment to
provide for Capital Stock purchases and maintenance by all Members sufficient
to allow the Bank to remain in compliance with its Minimum Regulatory Capital
Requirements.






	 	a)	 	Member Loan Stock Purchase Requirement.
Each Member is required to purchase and hold Capital Stock in an
amount equal to the Bank’s Member Loan Stock Purchase Percentage
multiplied by all the Loans extended from the Bank to that Member. The
Member Loan Stock Purchase Requirement will be calculated at the time
each Loan is Transacted. The current Member Loan Stock Purchase
Percentage is set forth on Schedule A. From time to time, upon
approval by the Board of Directors, the Member Loan Stock Purchase
Percentage may be adjusted to as high as six percent (6.0%) or to as
low as three percent (3.0%). Changes outside this range would
constitute an amendment to this Capital Plan that would require Finance
Agency approval. An adjustment in the Member Loan Stock Purchase
Percentage may be applied in either of the following manners:






	 	(1)	 	A change in the Member Loan Stock
Purchase Percentage may be applied prospectively, affecting only
Loans Transacted subsequent to the change in the Member Loan
Stock Purchase Percentage, or






	 	(2)	 	A change in the Member Loan Stock
Purchase Percentage may be applied retrospectively, in which
case the new Member Loan Stock Purchase Percentage would be
applied both to the Member Loans outstanding at the time of such
change and to any Loans Transacted and issued subsequent to such
change. If a change in the Member Loan Stock Purchase
Requirement is made retrospectively, the Board of Directors may
choose to either:






	 	(i)	 	apply the new Member Loan Stock Purchase
Percentage to all Member Loans outstanding at
the time of such change, or






	 	 	 	(ii)
apply the new Member Loan Stock Purchase
Percentage only to Member Loans which do not
include a Principal Prepayment Fee.






	 	b)	 	Letter of Credit Stock Purchase Requirement. Each Member is
required to purchase and hold Capital Stock in an amount equal to the
Bank’s Letter of Credit Stock Purchase Percentage multiplied by all the
Letters of Credit issued and outstanding from the Bank to that Member
as account party. The Letter of Credit Stock Purchase Requirement will
be calculated at the time each Letter of Credit is Transacted. The
current Letter of Credit Stock Purchase Percentage is set forth on
Schedule A. From time to time, upon approval by the Board of
Directors, the Letter of Credit Stock Purchase Percentage may be
adjusted to as high as three percent (3.0%) or to as low as zero
percent (0.0%). Changes outside this range would constitute an
amendment to this Capital Plan that would require Finance Agency
approval. The initial implementation of the Letter of Credit Stock
Purchase Requirement will be applied on a prospective basis only,
affecting only Letters of Credit issued or renewed on and after the
Effective Date. Any subsequent adjustment in the Letter of Credit
Stock Purchase Percentage may be applied in either of the following
manners:






	 	(1)	 	A change in the Letter of Credit
Stock Purchase Percentage may be applied prospectively,
affecting only Letters of Credit Transacted subsequent to the
change in the Letter of Credit Stock Purchase Percentage, or






	 	(2)	 	A change in the Letter of Credit
Stock Purchase Percentage may be applied retrospectively, in
which case the new Letter of Credit Stock Purchase Percentage
would be applied both to the Letters of Credit outstanding at
the time of such change and to any Letter of Credit subsequent
to the change.






	 	c)	 	Acquired Member Asset Purchase
Requirement. Each Member is required to purchase and hold Capital
Stock in an amount equal to the Bank’s Acquired Member Asset Purchase
Percentage multiplied by the amount of Acquired Member Assets delivered
by that Member and held by the Bank at the time the transaction occurs
(in the Bank’s discretion, it may recalculate the Member’s Acquired
Member Asset Purchase Requirement from time to time to capture any
reductions in the amount of Acquired Member Assets then being held by
the Bank). The Acquired Member Asset Purchase Percentage is set forth
on Schedule A. From time to time, upon approval by the Board of
Directors, the Acquired Member Asset Purchase Percentage may be
adjusted to as high as six percent (6.0%) or to as low as zero percent
(0.0%). Changes outside this range would constitute an amendment to
this Capital Plan that would require Finance Agency approval.
Adjustments made to the Bank’s Acquired Member Asset Purchase
Percentage, if any, shall be applied in accordance with the following:






	 	(1)	 	Any increase in the Acquired
Member Asset Purchase Percentage shall be applied only on a
prospective basis, i.e., affecting only master commitments
entered into between a Member and the Bank subsequent to such
increase in the Acquired Member Asset Purchase Percentage.






	 	(a)	 	Any Acquired Member Assets delivered to the Bank
under a master commitment made prior to an increase in
Acquired Member Asset Purchase Percentage shall be
subject to the lower Acquired Member Asset Purchase
Percentage, if any, that had been in effect at the time
that master commitment was originally accepted by the
Bank.






	 	(2)	 	Any decrease in the Acquired Member Asset Purchase
Percentage may, in the sole discretion of the Bank, be applied
either retrospectively, affecting all Acquired Member Assets
previously delivered and held by the Bank or to be delivered
under existing master commitments, or prospectively, affecting
only master commitments entered into subsequent to such decrease
in the Acquired Member Asset Purchase Percentage.






	 	d)	 	Membership Asset Value Stock Purchase
Requirement. Each Member is required to purchase and hold Capital
Stock in an amount equal to the Membership Asset Value Percentage
multiplied by the principal amount of its Membership Asset Value, with
each Member’s Membership Asset Value Stock Purchase Requirement subject
to any dollar cap set by the Bank’s Board from time to time within the
range of $5 to $100 million inclusive. The amount of the Membership
Asset Value Stock Purchase Requirement shall be calculated and
recalculated annually (no later than April 10 of each year) using
financial data from the prior calendar year-end; provided that the
initial calculation shall be completed on the later of April 30, 2010
or the Effective Date. In its discretion, the Bank may recalculate any
Member’s Membership Asset Value Stock Purchase Requirement more
frequently for a bona fide business purpose, using the most recently
available financial data. The Bank shall also recalculate each
Member’s Membership Asset Value Stock Purchase Requirement for any
adjustment to the Membership Asset Value Percentage within the
authorized ranges described below. The current Membership Asset Value
Percentage is set forth on Schedule A. From time to time, upon
approval by the Board of Directors, the Membership Asset Value
Percentage may be adjusted to as high as one percent (1.00%) or to as
low as one twentieth percent (.05%). Changes outside this range would
constitute an amendment to this Capital Plan, which would require
Finance Agency approval. An adjustment in the Membership Asset Value
Percentage will be applied to the principal amount of the Member’s
Membership Asset Value for all future calculations.






	 	3.	 	Excess Stock Investment. A Member may hold Excess
Stock to the extent it has the legal authority under applicable statutes and
regulations, subject to the following:






	 	a)	 	Repurchase. With Notice to Members of
at least one (1) Business Day, the Bank, in its sole discretion, may
elect to Repurchase Excess Stock shares at any time. The Bank will
Repurchase Excess Stock from all Members on a pro rata basis (provided,
however, in the event a Member has given Written Notice of its intent
to redeem Excess Stock, the Bank may, in its sole discretion,
Repurchase the Excess Stock of that Member as set forth below). The
effect of Repurchasing Capital Stock by the Bank is to retire such
            shares.






	 	b)	 	Redemption. A Member may, at its
discretion, request a Redemption of Capital Stock by providing Written
Notice. A Member may request a Redemption of some or all of its
Capital Stock in accordance with the Redemption terms of this Capital
Plan. The five- (5) year Redemption period commences upon the receipt
of the Written Notice that specifies the number of shares to be
redeemed or, if applicable, when the Redemption period is deemed to
commence pursuant to Section III.H.1.c below. Following Written Notice
of a Member’s intent to redeem shares, but prior to actual Redemption,
the Bank may, in its sole discretion, elect to Repurchase those Excess
Stock shares for which it has already received a Redemption request.
In the event that multiple Redemption requests are pending, the Bank
may, in its sole discretion, elect to Repurchase Excess Stock on a pro
rata basis or according to the order in which the Redemption requests
were received by the Bank, or according to another allocation method as
necessary to maintain ongoing compliance with the Capital Regulation.
The effect of Redeeming Excess Stock shares by the Bank is to retire
such shares. A request by a Member (whose Membership has not been
terminated) to redeem Capital Stock shall automatically be cancelled if
the Bank is prevented from redeeming the Member’s Capital Stock because
such redemption would cause the Member to fail to meet its Minimum
Member Stock Investment. The effective date of the automatic
cancellation shall be five (5) business days after the expiration of
the applicable Redemption notice period.






If at any time more than one Member has outstanding one or more
Redemption requests for which the respective request periods have
expired, and if the Redemption by the Bank of all shares of Capital
Stock subject to such Redemption requests would cause the Bank to
fail to be in compliance with the Capital Regulation or the Bank is
subject to the limitations referenced in subsection 3.c. below, then,
the Bank shall fulfill such Redemption requests as the Bank is able
to do so from time to time beginning with such Redemption requests as
to which the Redemption period expired on the earliest date and
fulfilling such Redemption requests relating to that date on a pro
rata basis until fully satisfied, and then, fulfilling such
Redemption requests as to which the Redemption request period has
expired on the next earliest date in the same pro rata manner, and
continuing in that order until all such Redemption requests as to
which the Redemption request period has expired have been fulfilled.




	 	c)	 	Limitation on Repurchase and
Redemption. The Repurchase and Redemption of Capital Stock will be
subject to the applicable restrictions set forth in 12 C.F.R. sections
931.7, 931.8 and 12 C.F.R. Part 1229. The Bank’s discretion to
Repurchase Excess Stock and a Member’s right to the Redemption of its
Excess Stock may be impaired by these regulatory requirements.






C. Adjustments to Minimum Amount




	 	1.	 	Member Acceptance. Each Member is required to comply
with any changes adopted in the Bank’s Capital Plan, including any adjustments
made by the Board of Directors that may lead to an increase in a Member’s
Minimum Member Stock Investment. In order to effectuate the sale of additional
Capital Stock required due to such changes in terms, the Bank is authorized to
issue Capital Stock in the name of a Member and to withdraw appropriate payment
from the Member’s Demand Deposit Account.






	 	2.	 	Prior Notice. The Bank shall provide at least fifteen
(15) days’ Notice to Members prior to implementing any adjustment to the Member
Loan Stock Purchase Percentage, Letter of Credit Stock Purchase Percentage,
Membership Asset Value Percentage, or Acquired Member Asset Purchase Percentage
if doing so affects the total Minimum Member Stock Investment of the Member.
The Bank shall implement the adjustments on the date stated in the Notice to
Members.






	III.	 	Par Value, Rights, Terms, and Preferences of Capital Stock






	 	A.	 	Par Value. The par value of Capital Stock shall be $100. The Capital Stock shall
be issued, redeemed and repurchased at par value.






	 	B.	 	Ownership. The retained earnings, surplus, undivided profits and equity
reserves, if any, of the Bank are owned by the holders of Capital Stock proportionate
to their ownership of all outstanding shares of Capital Stock. The holders of Capital
Stock shall have no right to receive any portion of these items, however, except
through the declaration of a dividend or capital distribution approved by the Board of
Directors or through liquidation of the Bank.






	 	C.	 	Limitations. The Bank may only issue Capital Stock in accordance with this
Capital Plan and the Capital Regulation. The Bank may only issue Capital Stock to
Members and only Members, former Members that are required to hold Capital Stock after
their membership has terminated in order to support outstanding Loans from the Bank and
other transactions with the Bank, and entities that acquire Members such as through
mergers or consolidations, but which themselves are not Members, may hold Capital
Stock.






	 	D.	 	Dividends. Dividends are to be declared and paid on Capital Stock from time to
time as determined by the Bank’s Board of Directors, and are non-cumulative with
respect to payment obligation and are not to exceed the sum of current net earnings
plus net earnings previously retained by the Bank. The Board of Directors may declare
and pay dividends on Capital Stock provided the Bank’s capital position is not below
its Minimum Regulatory Capital Requirement nor will it be below its Minimum Regulatory
Capital Requirement subsequent to the payment of the dividend and provided that such
payment is not subject to restriction or prohibition pursuant to 12 C.F.R. 932 and 12
C.F.R. Part 1229.






	 	E.	 	Redemption. Capital Stock shares are redeemable for cash at par value
following five (5) years’ prior Written Notice; however, a Member may not have pending
at any one time more than one Redemption request for the same share of Capital Stock.






	 	F.	 	Cancellation of Redemption. In the event a Member, having previously notified
the Bank in writing of its intent to redeem some or all of its Capital Stock, wishes to
cancel its Redemption request before the completion of the five- (5) year notification
period, it may elect to do so by providing Written Notice to the Bank of its intent to
cancel its Redemption request. The Bank will impose a Redemption Cancellation Fee on
the Member that either voluntarily or involuntarily cancels its Redemption request;
provided, however, the Bank may waive the fee for a bona fide business purpose
consistent with section 7(j) of the Bank Act. The Redemption Cancellation Fee is the
fee in effect at the time the Member provides Written Notice of cancellation. The
Member has ten (10) business days from the date the Bank sends the Notice to Member of
the amount of the Cancellation Fee to provide Written Notice of its intent to revoke
the cancellation and to proceed with the Redemption of the Capital Stock it previously
sought to redeem according to the original Redemption timetable, thereby avoiding the
Redemption Cancellation Fee. The Redemption Cancellation Fee is calculated by taking
the percentage set forth on Schedule A and multiplying it against the par value of the
Capital Stock subject to the notice of Redemption. The Redemption Cancellation Fee
percentage may be adjusted at the discretion of the Board of Directors to as high as
five percent (5.0%) and to as low as zero percent (0.0%).






	 	G.	 	Limited Transferability. A Member may only transfer any Excess Stock of the
Bank it holds to another Member of the Bank or to an institution that has been approved
for Membership in the Bank and that has satisfied all conditions for becoming a Member,
other than the purchase of the minimum amount of Capital Stock that it is required to
hold as a condition of Membership. Any such Capital Stock transfers shall be at par
value and shall be effective upon being recorded on the appropriate books and records
of the Bank. Capital Stock may only be traded between the Bank and its Members.






	 	H.	 	Termination of Membership. The following terms pertain to the termination of a
Member’s Membership in the Bank.






	 	1.	 	Voluntary Withdrawal.






	 	a)	 	A Member may withdraw from Membership by
providing the Bank Written Notice of its intent to withdraw. A Member
may cancel its notice of withdrawal at any time prior to its effective
date by providing the Bank Written Notice of such cancellation. The
Bank will impose a fee on a Member that cancels a notice of withdrawal;
provided, however, the Bank may waive the fee for a bona fide business
purpose consistent with section 7(j) of the Bank Act. The Membership
Withdrawal Cancellation Fee is the fee in effect at the time the Member
provides Written Notice of cancellation. The Member has ten (10)
business days from the date the Bank sends the Notice to Member of the
amount of the Membership Withdrawal Cancellation Fee to provide Written
Notice of its intent to revoke the cancellation, thereby avoiding the
Membership Withdrawal Cancellation Fee. The Membership Withdrawal
Cancellation Fee is calculated by taking the percentage set forth on
Schedule A and multiplying it against the par value of the Capital
Stock held by the Member. The Membership Withdrawal Cancellation Fee
percentage may be adjusted at the discretion of the Board of Directors
to as high as five percent (5.0%) and to as low as zero percent (0.0%).






	 	b)	 	The Membership of a Member that has submitted a
Written Notice of withdrawal shall terminate as of the date on which
the last of the applicable Capital Stock Redemption periods ends for
the Capital Stock comprising the Member’s Membership Stock Purchase
Requirement, as of the date the Written Notice of withdrawal is
submitted, unless the Member has cancelled its notice of withdrawal
prior to that date.






	 	c)	 	The receipt by the Bank of Written Notice of
withdrawal shall commence the five- (5) year Redemption period for the
Capital Stock held by the Member that is not already subject to a
pending request for Redemption. With respect to any additional shares
of Capital Stock that such Member is required to purchase to meet its
Membership Stock Purchase Requirement (the Membership Asset Value Stock
Purchase Requirement) during the five- (5) year withdrawal period, the
Redemption period for such additional shares of Capital Stock shall be
deemed to commence on the date of each such purchase of additional
            shares, as to the specific shares so purchased. This provision shall
apply retrospectively and prospectively. In the case of a Member whose
Membership has been terminated as a result of a merger or other
consolidation into a non-member or a member of another Federal Home
Loan Bank, the Redemption period for any Capital Stock that is not
already subject to a pending request for Redemption shall be deemed to
commence on the date on which the charter of the former Member is
cancelled.






	 	d)	 	No Member may withdraw from Membership unless,
on the date the Membership is terminated, there is in effect a
certification from the Finance Agency that the withdrawal of a Member
will not cause the Bank System to fail to satisfy its REFCORP
Obligations.






	 	2.	 	Involuntary Terminations. The Board of Directors of
the Bank has the right to terminate the Membership of any Member that: 1) fails
to comply with any requirement of the Bank Act, Finance Agency Regulations, or
the Capital Plan; 2) becomes insolvent or otherwise subject to the appointment
of a conservator, receiver, or other legal custodian under federal or state law
or 3) would jeopardize the safety and soundness of the Bank if it were to
remain a Member.






	 	a)	 	The five- (5) year Redemption period for all
the Capital Stock owned by the Member and not already subject to a
pending request for Redemption shall commence on the date the Bank
terminates the Member’s Membership.






	 	b)	 	Notwithstanding any other provision of this
Capital Plan, in the event that (1) a conservator or a receiver has
been appointed for a Member, and (2) the Bank has terminated the
Member’s Membership, then that Member’s Membership Asset Value Stock
Purchase Requirement shall be zero.






	 	3.	 	Liquidation of Capital Stock. If an institution ceases
to be a Member of the Bank for any reason, the Bank shall require the
institution to continue to hold the Capital Stock necessary to support the
Loans outstanding, Letters of Credit outstanding and/or Acquired Member Assets
under the terms of the Capital Plan in effect at that time. Upon the repayment
of outstanding indebtedness to the Bank, including, without limitation, any
Principal Prepayment Fees and settlement of the Member’s risk sharing
obligations under any Acquired Member Asset program, the Capital Stock that was
necessary to support the Loans, Letters of Credit and/or Acquired Member Asset
program shall become Excess Stock subject to Repurchase by the Bank in its
discretion and the five- (5) year Redemption period for such shares shall be
deemed to commence on that date as well.






	 	4.	 	Liquidation of Indebtedness. The Bank will liquidate
the indebtedness of any institution that ceases to be a Member in an orderly
manner according to a schedule established by the Bank in its sole discretion.
The Bank may require the immediate repayment of all indebtedness, in which case
the Member shall be subject to any applicable Principal Prepayment Fees. In
the alternative, and in the Bank’s sole discretion, the Bank may allow the
institution to continue to hold on to any indebtedness for any length of period
up to and including maturity.






	 	I.	 	Voting Rights. The voting rights associated with Capital Stock are defined
herein. The voting rights associated with the election of directors are governed by
Part 1261 of the Finance Agency Regulations. There shall be no voting preferences for
any share of Capital Stock.






	 	J.	 	Rights in Bank Merger. In the event the Bank merges with or consolidates into
another Home Loan Bank, the Member will be entitled to the rights and benefits set
forth in the agreement of merger approved by the Board of Directors of each Home Loan
Bank and the Finance Agency.






	 	K.	 	Rights in Bank Liquidation. In the event the Bank is liquidated, the Member
will be entitled to the rights and benefits granted to it by the Finance Agency and/or
the United States Congress.






	IV.	 	Process for Amending this Plan






	 	1.	 	General. In order to safeguard the ability to serve its Members and
protect their capital investment, accommodate changes in the Bank’s product or
business mix and maintain compliance with the Capital Regulation, from time to
time this Plan may be amended. Capital Plan amendments may be made as follows:






	 	a)	 	Board of Directors. Upon a simple
majority vote of all of the individual members of the Board of
Directors, not just a simple majority vote of a quorum, a request to
amend this Capital Plan may be submitted to the Finance Agency. The
effective date(s) for any proposed change(s) to the terms of this
Capital Plan shall be contained in any amendment request as submitted
to the Finance Agency.






	 	b)	 	Shareholder Notification. The Bank
will provide Notice to Members of any request submitted to the Finance
Agency to amend this Capital Plan at least thirty (30) days prior to
the effective date of any such requested amendment.






	 	c)	 	Finance Agency. To become effective,
any amendment to this Capital Plan must be approved by the Finance
Agency.






	V.	 	Definitions






Certain terms used within this Capital Plan are defined as follows:




Acquired Member Asset means the outstanding principal balance of assets
purchased or funded by the Bank from a Member or Housing Associate pursuant to Part
955 of the Rules and Regulations of the Finance Agency.




Acquired Member Asset Purchase Percentage means the percentage set by the
Board of Directors from time to time that determines how much Capital Stock a Member
must purchase in relationship to the outstanding principal balance of Acquired
Member Assets delivered by a Member and held by the Bank.




Acquired Member Asset Purchase Requirement means the Activity-Based Stock
Purchase Requirement based upon Acquired Member Assets as specified in this Plan.




Activity-Based Member Stock Purchase Requirement means a stock purchase
requirement under which a Member must acquire a specific amount of Capital Stock as
a function of the volume of a particular product or service provided to that Member
by the Bank.




Bank means the Federal Home Loan Bank of Pittsburgh.




Bank Act means the Federal Home Loan Bank Act, as amended, 12 U.S.C. 1421
through 1449.




Bank System means the 12 Federal Home Loan Banks and the Federal Home Loan
Banks Office of Finance.




Board of Directors means the Board of Directors of the Bank.




Business Day means any day on which the Bank is open to conduct business.




Capital Plan means the amended Capital Plan adopted by the Board of
Directors on August 27, 2009 and approved by the Finance Agency pursuant to the
Capital Regulation.




Capital Regulation means Subchapter E of Chapter IX of Title 12 of the Code
of Federal Regulations.




Capital Stock means “Class B Stock” as defined by the Bank Act and Capital
Regulation.




Excess Stock means that amount of Capital Stock held by a Member in excess
of its Minimum Member Stock Investment as required by this Capital Plan.




Federal Home Loan Bank means one of the 12 Federal Home Loan Banks other
than the Bank.




Finance Agency means the Federal Housing Finance Agency as successor to the
Federal Housing Finance Board, or any successor agency to the Finance Agency.




Finance Agency Regulations mean Chapter IX and Chapter XII of Title 12 of
the Code of Federal Regulations, as may be amended from time to time which may also
be referred to as the Rules and Regulations of the Federal Housing Finance Agency
and includes the Rules and Regulations of the Federal Housing Finance Board, the
predecessor agency to the Finance Agency.




Housing Associate means an entity that has been approved as a nonmember
mortgagee pursuant to Part B of Part 950 of the Code of Federal Regulations.




Letter of Credit means the outstanding amount of a Member’s standby letters
of credit with the Bank as defined in Section 960.1 of the Finance Agency
Regulations.




Letter of Credit Stock Purchase Percentage means the percentage set by the
Board of Directors from time to time that determines how much Capital Stock a Member
must purchase in relationship to the Member’s Letters of Credit from the Bank.




Letter of Credit Stock Purchase Requirement means the Activity-Based Capital
Stock Purchase Requirement based upon Letters of Credit as defined in this Plan.




Loan means the outstanding principal balance of an advance, as defined in
Section 900.2 of the Finance Agency Regulations.




Member means an institution that has been approved for Membership in the
Bank and that has satisfied its Minimum Member Stock Investment requirement.




Member Demand Deposit Account means one or more demand deposit accounts
maintained with the Bank and which are subject to the terms and conditions of the
Bank’s Demand Deposit Account Agreement.




Member Loan Stock Purchase Percentage means the percentage set by the Board
of Directors from time to time that determines how much Capital Stock a Member must
purchase in relationship to its outstanding Loans from the Bank.




Member Loan Stock Purchase Requirement means the Activity-Based Capital
Stock Purchase Requirement based upon Loans as specified in this Plan.




Membership means all of the rights, privileges and obligations associated
with being a Member of the Bank.




Membership Assets means all of the assets of the Member (other than Capital
Stock) of a type that may qualify as collateral security for the Member under the
Bank Act or the Finance Agency Regulations. (Assets deemed to be Membership Assets
for purposes of calculating a Member’s Membership Asset Stock Purchase Requirement
may or may not be accepted by the Bank as collateral security for any particular
transaction.)




Membership Asset Factor means the percentage, from zero to one hundred, that
the Bank has assigned to a category or type of asset that may constitute a
Membership Asset of any Member. The Membership Asset Factor assigned to each
category of Membership Assets is set forth in Appendix A.




Membership Asset Value means the sum of the amounts of each category of the
Member’s Membership Assets, as determined by the Bank from the Member’s relevant
regulatory reports and also in the case of affiliate pledge or other additional
specific pledge agreements between the Bank and a Member, the assets pledged as
collateral under any such agreement (to the extent not otherwise included in the
Member’s regulatory or financial reports) multiplied in each case by the Membership
Asset Factor applicable to each such asset category.




Membership Asset Value Percentage means the percentage set by the Board of
Directors from time to time in accordance with Section II.B.2.d.




Membership Asset Value Stock Purchase Requirement serves as the Membership
Stock Purchase Requirement based on the Member’s Membership Asset Value as specified
in this Plan.




Membership Stock Purchase Requirement means the Capital Stock purchase
requirement under which a Member must acquire a specific amount of Capital Stock as
a condition of Membership.




Membership Withdrawal Cancellation Fee means the fee the Bank may impose
upon a Member, which having given notice of its intent to withdraw from Membership,
subsequently revokes that withdrawal notice.




Minimum Member Stock Investment means the minimum amount of Capital Stock
that a Member is required to purchase and hold in order to be a Member and in order
to obtain Loans from the Bank and to engage in other business activities with the
Bank in accordance with this Plan. The Minimum Member Stock Investment shall be the
sum of (a) the Member’s Member Loan Stock Purchase Requirement, plus (b) the Letter
of Credit Stock Purchase Requirement, plus (c) the Acquired Member Asset Purchase
Requirement, plus (d) the Membership Asset Value Stock Purchase Requirement;
provided, however, that in the event that the Member has no outstanding Loans,
Letters of Credit or Acquired Member Assets held by the Bank and the calculation of
the Member’s Membership Asset Value Stock Purchase Requirement is less than $10,000,
then, the Member’s Membership Stock Purchase Requirement shall be deemed to be
$10,000.




Minimum Regulatory Capital Requirement means the minimum regulatory capital
requirement established for the Bank under the Capital Regulation, the Prompt
Corrective Action Regulation or by order of the Finance Agency.




Notice to Members means any written notice from the Bank to the Members
regarding any element of the Capital Plan, and also includes any electronic writing
related to the Capital Plan, including electronic mail and posting on the Bank’s
public or private Web site.




Plan means the Capital Plan.




Principal Prepayment Fee means the fee charged by the Bank under the
Advances, Collateral Pledge and Security Agreement when a Member pays off a Loan
before maturity.




Prompt Corrective Action or PCA Regulation means Subpart A of Part 1229 of
Chapter XII of Title 12 of the Code of Federal Regulations.




Redemption Cancellation Fee means the fee the Bank may impose upon a Member
who, having given Written Notice of its intent to redeem Capital Stock shares,
subsequently revokes that Redemption request.




Redemption means the acquisition by the Bank of outstanding Capital Stock
from a Member at par value following the expiration of the statutory Redemption
request period.




REFCORP Obligations means the obligations under 12 U.S.C. 1441b(f)(2)(C) to
contribute interest payments owed on obligations issued by the Resolution Funding
Corporation.




Renewal means the extension of a Loan to a Member on the same Business Day
that a Member repays a Loan in full where the new Loan is in the same amount, has
the same term to maturity, same interest rate type, and other features (with the
exclusion of the actual interest rate) as the repaid Loan.




Repurchase means the acquisition by the Bank of Excess Stock of a Member by
the Bank exercising its discretion to repurchase on the Bank’s own initiative from
time to time or prior to the expiration of the statutory Redemption period all as
set forth in II.B.3.




Transacted means the origination, repayment, termination, or renewal of a
Loan or Letter of Credit.




Written Notice means a letter or other business writing, signed by an
officer of the Member, sent by certified mail, return receipt requested, to the
Bank’s Corporate Secretary at the Bank’s home office, currently 601 Grant Street,
Pittsburgh, Pennsylvania, 15219.



SCHEDULE A




In Effect As Of July 1, 2010




	 	 	 	 	 
	Member Loan Stock Purchase Percentage
	 	 	4.60	%
	Letter of Credit Stock Purchase Percentage
	 	 	1.60	%
	Membership Asset Value Percentage
	 	 	35	%
	Acquired Member Asset Stock Purchase Percentage
	 	 	4	%
	Cap on Membership Asset Value Stock Purchase Requirement
	 	$45 million
	Redemption Cancellation Fee
	 	 	2	%
	Membership Withdrawal Cancellation Fee
	 	 	2	%






4




APPENDIX A




Membership Asset Value Factors




	 	 	 	 	 
	Membership Assets	 	Factors
	US Treasury Securities

	 	 	97	%
	US Agency Securities

	 	 	97	%
	US Agency MBS

	 	 	95	%
	Non-Agency MBS

	 	 	75	%
	1-4 Family Residential First Mortgage Loans

	 	 	75	%
	Multi-family Mortgage Loans

	 	 	60	%
	1-4 Family Residential Second Mortgage Loans

	 	 	50	%
	Home Equity Lines of Credit

	 	 	50	%
	Farmland Loans

	 	 	50	%
	1-4 Family Residential Construction Loans

	 	 	40	%
	Other (nonresidential) Construction Loans

	 	 	35	%
	Small Business Loans

	 	 	40	%
	Small Farm Loans

	 	 	40	%
	Small Agribusiness Loans

	 	 	40	%







5