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

Exhibit 10.9

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

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

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

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

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

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

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

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

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

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

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

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

For purposes of this Agreement,

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

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

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

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

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

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

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

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

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

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

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

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

Each Bank agrees that if it is a Reallocation Bank, it will wire to the Contingency Bank that holds a Plan CO an amount equal to (i) its Pro Rata Share of the principal amount of that Plan CO, plus (ii) accrued interest thereon from the date of issue of the Plan CO until its stated maturity date equal to the Base Cost, not later than 1:00 p.m., Eastern Time, on the second Business Day following the date of issuance of that Plan CO; provided, however, that such Reallocation Bank shall not be required to wire funds to the extent that it determines in