Resolution 2002-02

Resolution 2002-02
of the Meeting of the Board of Directors of
the Federal Financing Bank
September 12, 2002

FEDERAL FINANCING BANK
WASHINGTON, D.C. 20220

RESOLUTION OF THE BOARD OF DIRECTORS          

           WHEREAS, Section 3.06 of the Bylaws of the Federal Financing Bank (the "Bylaws") provides, in part, that the Board of Directors (the "Board") shall meet at such times as shall be determined by the Chairman; and

            WHEREAS, current Bank management proposes establishing a requirement for an annual meeting for the Board to review on a more frequent basis the financial condition, annual financial audit, and operations of the Bank; and

            WHEREAS, Article 7 of the Bylaws provides, in part, that the power to alter, amend or repeal the Bylaws is vested in the Board, acting by the majority of the full number of authorized Directors; and

            WHEREAS, Article 7 of the Bylaws further provides that action to alter, amend, or repeal the Bylaws shall not be undertaken until at least one week shall have elapsed from either (1) the introduction of the proposal at a meeting of the Board at which a quorum shall have attended, or (2) the circulation of such proposed action to all the then incumbent Directors; and

            WHEREAS, the proposal to amend requirement for an annual meeting of a meeting of the Board on September 12, 2002 at which a quorum was in attendance;

            NOW, THEREFORE, BE IT RESOLVED, that Section 3.06 of the Bylaws is hereby revised to read as follows:

"The Board shall meet at least annually, at such times as shall be determined by the Chairman. Each meeting shall be held at the principal office of the Bank in the District of Columbia, unless special provision is made by the Chairman, in advance of any meeting, to hold it at another place, either within or without the District of Columbia. Members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting."

            WE, THE UNDERSIGNED, being all of the incumbent members of the Board of Directors of the Bank, hereby give our consent to the adoption of the foregoing resolution pursuant to Section 3.09 of the Bylaws of the Bank.

BOARD-RESOLUTION NO. 2002-02

[signed]
Dated: 10/24/2002
Paul O'Neill
Chairman

Dated: 10/23/2002
Kenneth Dam
Member

Dated: 10/23/2002
Peter R. Fisher
Member

Dated: 10/4/02
David D. Aufhauser
Member

Dated: 10/2/02
Donald V. Hammond
Member

BOARD RESOLUTION NO. 2002-02