Federal Home Loan Bank of Pittsburgh (Form: 8-K)

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WHEREAS, FIRREA repealed the 20 percent reserve requirement and replaced it with the requirement that the Federal Home Loan Banks pay for a portion of the interest payments on debt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;

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.

“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).

“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.

“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.

“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 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.

“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.

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.

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.

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.

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.

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

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).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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

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.

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.

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.

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.

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

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

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.

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.

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.

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.

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

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.

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.

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.

By: /s/ Edward A. Hjerpe, III
Name: Edward A. Hjerpe, III
Title: President and CEO


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


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

As amended following approval of the Board of Directors on April 28, 2010, and Federal Housing Finance Agency approval on May 12, 2010. As further amended following approval of the Board of Directors on April 29, 2011 and Federal Housing Finance Agency approval of August 5, 2011, with such further amendment effective on September 5, 2011.


	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
VI.		Retained Earnings Enhancement Implementation and Definitions	19

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.

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.

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”):

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.

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.

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.

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.

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


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	)

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

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

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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%).

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.

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

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%).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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

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 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.

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.

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.

The provisions of Section VI shall become effective upon, and only upon, the occurrence of the Interim Capital Plan Amendment Implementation Date. Until the Restriction Termination Date, in the event of any conflict between Section VI and the remainder of this Capital Plan, the applicable terms of Section VI shall govern, and shall be interpreted in a manner such that the restrictions set forth therein are supplementary to, and not in lieu of, the requirements of the remainder of this Capital Plan.

As used in this Section VI., the following capitalized terms shall have the following meanings. Other capitalized terms used but not defined in this Section VI. shall have the meanings set forth in Section V. of this Capital Plan.

‘Act’ means the Federal Home Loan Bank Act, 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 Quarterly Net Income subsequent to the date on which any allocation to Restricted Retained Earnings for such calendar quarter was made.

‘Agreement’ means the 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.

‘Allocation Termination Date’ means the date the Bank’s obligation to make allocations to the Restricted Retained Earnings account is terminated permanently. That date is determined pursuant to Section VI.E. of this Capital Plan.

‘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.

‘Automatic Termination Event Declaration Date’ means the date specified in Section VI.E.1.a or VI.E.1.b of this Capital Plan.

‘Bank’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 Bank’s portion of outstanding System Consolidated Obligations for which it is the primary obligor.

‘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 Stockholder with respect to its holdings of Capital Stock.

‘Dividend Restriction Period’ 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 Bank’s Restricted Retained Earnings is less than the amount of the Bank’s RREM. If the amount of the Bank’s Restricted Retained Earnings is at least equal to the amount of the Bank’s RREM, and subsequently the Bank’s Restricted Retained Earnings becomes less than its RREM, the Bank shall be deemed to be in a Dividend Restriction Period (unless an Allocation Termination Date has occurred).

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

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

‘Net Loss’ means that the Quarterly Net Income of the Bank is negative, or that the annual net income of the Bank calculated on the same basis is negative.

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

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

‘Regular Contribution Amount’ means 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 REFCORP Termination Date, or occurred subsequent to the REFCORP Termination 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 REFCORP Termination Date, or occurred subsequent to the REFCORP Termination 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; (ii) the rules and regulations of the FHFA, as amended from time to time.

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

‘Restricted Retained Earnings Minimum’ (‘RREM’) means a level of Restricted Retained Earnings calculated as of the last day of each calendar quarter equal to one percent of the Bank’s Total Consolidated Obligations.

‘Restriction Termination Date’ means the date the restriction on the Bank 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 VI.E. of this Capital Plan.

‘Retained Earnings’ means the retained earnings of an FHLBank calculated pursuant to GAAP.

‘Retained Earnings Capital Plan Amendment’ means the amendment to this Capital Plan, made a part thereof, adopted effective on the Interim Capital Plan Amendment Implementation Date adding Section VI to this Capital Plan.

‘Special Contribution Amount’ means 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 REFCORP Termination Date, or occurred subsequent to the REFCORP Termination 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 REFCORP Termination Date, or occurred subsequent to the REFCORP Termination Date, to the extent such adjustment has not yet been made by the current calendar quarter.

‘Stockholder’ means: (i) an institution that has been approved for membership in the Bank, and has purchased Capital Stock in accordance with the Regulations; (ii) a former Member of the Bank that continues to own Capital Stock; or (iii) a successor to an entity that was a Member of the Bank that continues to own Capital Stock.

‘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.

‘Total Capital’ means Retained Earnings, the amount paid-in for Capital 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 the Bank.

No later than the REFCORP Termination Date, the Bank 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 Bank’s Retained Earnings that are not Restricted 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 the Retained Earnings Capital Plan Amendment.

The Bank shall allocate to its Restricted Retained Earnings account an amount at least equal to the Regular Contribution Amount beginning on the REFCORP Termination Date. The Bank 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 the Retained Earnings Capital Plan Amendment shall prevent the Bank 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 the Retained Earnings Capital Plan Amendment.

During any Dividend Restriction Period that occurs before the Allocation Termination Date, the Bank shall continue to allocate its Regular Contribution Amount (or when and if required under Subsection VI.C.2.d below, its Special Contribution Amount) to its Restricted Retained Earnings account.

In the event the Bank 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 Bank 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 Bank 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 Bank 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 Bank 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 the Bank 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.

If during a Dividend Restriction Period, the amount of the Bank’s Restricted Retained Earnings decreases in any calendar quarter, except as provided in Subsections VI.C.2.c(i) and (ii)(a) above, the Bank 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, the Bank 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 VI.C.2.c(ii)(b). If at any calendar quarter-end the allocation of 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 Bank 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 quarter; and (ii) the Bank in subsequent quarters shall revert to paying at least the Regular Contribution Amount.

If the Bank’s RREM decreases from time to time due to fluctuations in the Bank’s Total Consolidated Obligations, amounts in the Restricted Retained Earnings account in excess of 150 percent of the RREM may be released by the Bank from the restrictions otherwise imposed on such amounts pursuant to the provisions of the Retained Earnings Capital Plan Amendment, and reallocated to its Retained Earnings that are not Restricted Retained Earnings. Until the Restriction Termination Date, the Bank 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 VI.C.2.c is not a reallocation).

In the event of the liquidation of the Bank, or a taking of the Bank’s Retained Earnings by any future federal action, nothing in the Retained Earnings Capital Plan Amendment shall change the rights of the holders of the Bank’s Class B stock that confer ownership of Retained Earnings, including Restricted Retained Earnings, as granted under Section 6(h) of the Act.

From the REFCORP Termination Date through the Restriction Termination Date, the Bank may not pay Dividends, or otherwise reallocate funds, (except as expressly provided in Subsection VI.C.2.e, and further provided that a reduction in the Restricted Retained Earnings account following a Net Loss pursuant to Subsection VI.C.2.c is not a reallocation) out of Restricted Retained Earnings. During a Dividend Restriction Period, the Bank may not pay Dividends out of the amount of Quarterly Net Income required to be allocated to Restricted Retained Earnings.

From the REFCORP Termination Date through the Restriction Termination Date, the Bank 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 Bank’s aggregate paid-in amount of Capital Stock.

If the Bank 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 Bank 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.

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 (including the Bank) 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 by the Bank 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, or is delivered to the FHFA by another FHLBank pursuant to the terms of its capital plan, an Automatic Termination Event Declaration Date shall be deemed to occur (except as provided in Subsection VI.E.1.c).

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 Bank 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.

The Bank 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 Bank has complied with the time limitations and procedures of Subsection VI.E.1.a.

If within 60 calendar days after the Bank delivers such request to the FHFA, or another FHLBank delivers such a request pursuant to its capital plan, 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 VI.E.1.c). The date of the Automatic Termination Event Declaration Date shall be as of the expiration of such 60 calendar day period (except as provided in Subsection VI.E.1.c 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 an FHLBank delivers such a 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 VI.E.1.c); provided, however, that the FHFA may make a written request for information from the requesting FHLBank, and toll such 60 calendar day period from the date that the FHFA transmits its request until that FHLBank delivers to the FHFA information responsive to its request.

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 that 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.

In no case under this Subsection VI.E.1. 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.

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.

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

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 the Bank 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.

If an Automatic Termination Event Declaration Date has occurred, then without further action by the Bank 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.

Without any further action by the Bank or the FHFA, on the Restriction Termination Date, Section VI of this Capital Plan shall be deleted.


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	%


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	%
Commercial Real Estate Loans		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	%

On March 1, 2011, I sent you a letter announcing that the Federal Home Loan Bank of Pittsburgh, along with the other eleven FHLBanks, had entered into a Joint Capital Enhancement Agreement intended to enhance the capital position of each FHLBank. I am pleased to advise you that the FHLBanks are now ready to implement the provisions of the Agreement, and that the Federal Housing Finance Agency (FHFA) approved the Capital Plan amendments on August 5, 2011. The amended Capital Plans, including the Pittsburgh Bank’s amended Capital Plan, will become effective on September 5, 2011. This is an important cooperative initiative, and we are pleased to participate in it.

Since 1989, the FHLBanks have paid a portion of their earnings every year to the Resolution Funding Corporation (REFCORP). Starting in 2000, each FHLBank was required to contribute 20 percent of its earnings toward these payments. On August 5, 2011, the FHFA certified that the FHLBanks have fully satisfied their REFCORP obligation. Now that the REFCORP obligation has been satisfied, each FHLBank will allocate 20 percent of net income each quarter, beginning with the third quarter in 2011, to an individual restricted retained earnings account until the balance of the account equals at least one percent of its average balance of outstanding consolidated obligations for the previous quarter, as stated in the Agreement. To give an idea of Pittsburgh’s target, at June 30, 2011, our consolidated obligations were $45.7 billion; one percent is $457 million. These restricted retained earnings will not be available to pay dividends but will remain on our balance sheet as an additional capital buffer against potential losses.

The Joint Capital Enhancement Agreement was amended August 5 to reflect differences between the original Agreement and the Capital Plan amendments. These differences include changes to the definition of an automatic termination event, additional provisions for determining whether an automatic termination event has occurred, and modifications to the provisions regarding the release of restricted retained earnings if the Agreement is terminated.

For more information about the Joint Capital Enhancement Agreement and the amendments to the Capital Plan, please refer to:

•

The Bank’s 8-K filings with the Securities and Exchange Commission on March 1, 2011, and on August 5, 2011

Additional details are included in the attached Q&A. If you have questions or comments about the Capital Plan amendments or the Agreement, please contact Craig Howie at 412-288-3406.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Member News contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements related to the potential benefits of the Agreement, the expected achievement of the target level for the new restricted retained earnings account, and the Agreement’s impact on Affordable Housing Program contributions. These statements are based upon our current expectations and speak only as of the date hereof. These statements may use forward-looking terms, such as “intended,” and “will,” or their negatives or other variations on these terms. The Bank cautions that by their nature, forward-looking statements involve risk or uncertainty and that actual results could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate, or prediction is realized. These forward-looking statements involve risks and uncertainties including, but not limited to, regulatory actions, future operating results and legislative or regulatory changes. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Joint Capital Enhancement Agreement
Questions and Answers
Updated August 5, 2011

Since 1989, the Federal Home Loan Banks (FHLBanks) have paid a portion of their earnings every year to the Resolution Funding Corporation (REFCORP). Starting in 2000, each FHLBank was required to contribute 20% of its earnings toward these payments. On August 5, 2011, the Federal Housing Finance Agency (Finance Agency) certified that the FHLBanks’ REFCORP obligation has been fully satisfied. To improve their capital positions, the 12 FHLBanks have each agreed to set aside the portion of net earnings that they have paid toward their REFCORP obligation into a separate retained earnings account.

Under the Joint Capital Enhancement Agreement (Agreement), each FHLBank will allocate 20 percent of its net income to its own separate restricted retained earnings account until the balance of this new restricted retained earnings account equals at least one percent of that FHLBank’s average balance of outstanding consolidated obligations for the previous quarter. These restricted retained earnings will not be available to pay dividends, but will remain on the FHLBank’s balance sheet as an additional capital buffer against losses. The new restricted retained earnings account will be separate from any other restricted retained earnings account maintained by the FHLBank.

The Agreement is intended to benefit FHLBank members and investors in FHLBank debt by further strengthening the balance sheet at each FHLBank and by creating an additional buffer on each FHLBank’s balance sheet to absorb losses. The Agreement is intended to provide additional protection for each member’s capital stock investment and to enhance each FHLBank’s capacity to continue to meet its consolidated obligations, for which all FHLBanks are jointly and severally liable.

What is the target level for the restricted retained earnings account under the Agreement?

The Agreement establishes a target level for the new restricted retained earnings account equal to one percent of an FHLBank’s average outstanding consolidated obligations for the previous quarter. Each FHLBank is required to contribute to its new restricted retained earnings account until the target level is reached and to maintain the target level thereafter. How long it will take an FHLBank to achieve its target level will depend on that FHLBank’s level of net income and level of consolidated obligations in the future.

When will the obligation to allocate funds to the new restricted retained earnings account begin?

Because the FHLBanks made their final payment to REFCORP during the third quarter of 2011 (based on second quarter 2011 earnings), the FHLBanks will be required to allocate funds to their new restricted retained earnings accounts beginning in the third quarter of 2011.

What happens if an FHLBank experiences net losses that result in a decline in its restricted retained earnings account?

An FHLBank’s restricted retained earnings account could be reduced down to the beginning-of-year balance if the FHLBank experiences losses in one or more quarters that follow one or more quarters in the same calendar year for which the FHLBank had positive net income and made the required contribution. If cumulative losses in a calendar year exceed prior contributions for that year, the account may be reduced below the beginning-of-year balance (but not below zero), but only after other retained earnings, if any, have been reduced to zero.

If an FHLBank incurs a net loss for a cumulative year-to-date or annual period that results in a decline in the balance of its account below the beginning-of-year balance, the FHLBank’s subsequent quarterly allocation requirement will increase to 50 percent of quarterly net income until the amount of the additional funds allocated to the account equals the amount by which the account balance declined below the beginning-of-year balance.

Under what other circumstances could the balance of an FHLBank’s restricted retained earnings account be reduced?

In addition to adjustments to the account related to net losses, an FHLBank may transfer balances out of its new restricted retained earnings account if its consolidated obligations decrease and the restricted retained earnings account balance exceeds 1.5 percent of its average consolidated obligations in the prior quarter. In addition, if the Agreement is terminated, an FHLBank would be allowed under the Agreement to transfer balances out of its new restricted retained earnings account one year after the termination date, as discussed in item 16.

Can amounts in the new restricted retained earnings account be used to pay dividends?

Does the Agreement limit the ability of an FHLBank to use its other retained earnings, if any, to pay dividends?

How will Affordable Housing Program contributions be affected by the Agreement?

To fund the Affordable Housing Program each year, the FHLBanks currently set aside the greater of $100 million or 10% of the current year’s net earnings before the assessment for the Affordable Housing Program but after the assessment for REFCORP. Because the REFCORP assessment reduced the amount of net earnings used to calculate the Affordable Housing Program assessment, it had the effect of reducing the total amount of funds allocated to the Affordable Housing Program.

The amounts allocated to the new restricted retained earnings account, however, will not be treated as an assessment and will not reduce each FHLBank’s net income. As a result, each FHLBank’s AHP contributions as a percentage of pre-assessment earnings will increase because the REFCORP obligation has been fully satisfied.

10.

Why did the FHLBanks decide to allocate these funds to a separate restricted retained earnings account at each FHLBank?

Establishing a new, separate restricted retained earnings account at each FHLBank allows each FHLBank to leverage the funds into earning assets on its own balance sheet. In addition, each FHLBank will be able to segregate the restricted retained earnings held in the new account from any other retained earnings on its books and records, which will assist the FHLBanks in tracking the accumulation of restricted retained earnings in the new account and complying with restrictions on the use of the restricted retained earnings under the Agreement.

Eleven FHLBanks have stock outstanding under a capital plan. Each of these FHLBanks is implementing amendments to its capital plan to incorporate the terms of the Agreement, and the Finance Agency approved these amended capital plans on August 5, 2011. The FHLBank of Chicago has a submission pending with the Finance Agency regarding its proposed capital plan, which has also been amended to incorporate the terms of the Agreement.

12.

Could an FHLBank transfer other retained earnings to its restricted retained earnings account?

No. While the Agreement does permit an FHLBank to allocate more than the required minimum contribution of 20 percent of net income to the account each quarter until it reaches the target level, transfers of previously retained earnings to the account are not permitted.

13.

Could this Agreement have any effect on the joint and several liability of the FHLBanks for their consolidated obligations?

By statute and regulation, the consolidated obligations of the FHLBanks are the joint and several obligations of all FHLBanks, and the Agreement does not affect this joint and several obligation. By strengthening the balance sheet of each FHLBank, however, the Agreement is intended to reduce the likelihood that any FHLBank will be called on to pay another FHLBank’s consolidated obligations.

14.

Will changes in accumulated other comprehensive income have an effect on the new restricted retained earnings account?

To the extent that changes in accumulated other comprehensive income directly affect net income, those changes will also affect the amount allocated to the new restricted retained earnings account.

15.

How can the Agreement be terminated and what would happen to the restricted retained earnings in the event of termination?

•

Voluntarily: The FHLBanks may voluntarily terminate the Agreement by an affirmative vote of the boards of directors of at least two-thirds of the then-existing FHLBanks. On the date written notice regarding the vote is delivered to the Finance Agency, the requirement to allocate 20 percent of earnings to the new restricted retained earnings account would cease. One year from the notice delivery date, all other restrictions on the use of the restricted retained earnings contained in the Agreement, including the restriction on the use of the restricted retained earnings to pay dividends, would also cease.

•

Automatically: The Agreement may be terminated automatically due to a change in the Federal Home Loan Bank Act of 1932, as amended (Act) or other applicable statute that will result in any new or higher assessment or tax on the net income or capital of the FHLBanks, or due to a change in the Act, another applicable statute, or the Finance Agency’s regulations that will result in a mandatory allocation of an FHLBank’s quarterly net income to any retained earnings account that is higher than the annual amount, or total amount, specified in an FHLBank’s capital plan in effect immediately prior to the event that caused the automatic termination.

The Agreement provides procedures for determining whether an automatic termination event has occurred and when the Agreement is considered terminated. On the Agreement’s termination date, the requirement to allocate 20 percent of earnings to the new restricted retained earnings account would cease. One year from the termination date, all other restrictions on the use of the restricted retained earnings contained in the Agreement, including the restriction on the use of the restricted retained earnings to pay dividends, would also cease.

16.

Will the Agreement have an effect on the rights of shareholders as owners of an FHLBank’s retained earnings?

The Gramm-Leach-Bliley Act of 1999 amended Section 6(h) of the Act to provide that the holders of the Class B stock of an FHLBank own the “retained earnings, surplus, undivided profits, and equity reserves, if any” of the FHLBank. Consistent with those statutory provisions, the Agreement reiterates that the rights of the holders of an FHLBank’s Class B stock as owners of the retained earnings, including restricted retained earnings, remain unchanged.

If the Agreement is terminated for any reason, the restrictions on the use of restricted retained earnings contained in the Agreement, including the restriction on the use of the restricted retained earnings to pay dividends, would cease one year from the termination date.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Q&A contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements related to the potential benefits of the Agreement, the expected achievement of the target level for the new restricted retained earnings account, and the Agreement’s impact on Affordable Housing Program contributions. These statements are based upon our current expectations and speak only as of the date hereof. These statements may use forward-looking terms, such as “intended,” and “will,” or their negatives or other variations on these terms. The Bank cautions that by their nature, forward-looking statements involve risk or uncertainty and that actual results could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate, or prediction is realized. These forward-looking statements involve risks and uncertainties including, but not limited to, regulatory actions, future operating results and legislative or regulatory changes. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


Federally Chartered Corporation	000-51395	25-6001324
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

601 Grant Street, Pittsburgh, Pennsylvania		15219
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Federal Home Loan Bank of Pittsburgh

August 5, 2011	By:	Dana A. Yealy

		Name: Dana A. Yealy
		Title: Managing Director, General Counsel & Corporate Secretary


Exhibit No.		Description

99.1		Joint Capital Enhancement Agreement, as amended August 5, 2011
99.2		Federal Home Loan Bank of Pittsburgh Capital Plan, as amended as of August 5, 2011 effective September 5, 2011
99.3		Member Announcement, dated August 5, 2011 and issued by the Bank
99.4		Amended Joint Capital Enhancement Agreement Questions and Answers, dated August 5, 2011


By: /s/ Terry Smith

Name: Terry Smith

Title: CEO

Date:		August 5, 2011


Date of Report (Date of Earliest Event Reported):		August 5, 2011


Registrant’s telephone number, including area code:		412-288-3400