cleared for release

New York, January 6, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon, Ms. Rafferty,
Mr. Tisch, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Peach, Senior Vice President,
Mr. Friedman, Vice President, and
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In general, the Directors were

 2 T/C 1.6.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:48 p.m.

Corporate Secretary
 cleared for release

New York, January 12, 2011

A meeting of the Directors Management and Budget Committee of the

FEDERAL RESERVE BANK OF NEW YORK was held by means of a telephone conference

at 10:00 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Tisch and Mr. Wait,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Ms. Dahlgren, Executive Vice President,
and Mr. Murphy, Executive Vice President,
Ms. Ambrosio, Senior Vice President,
and Mr. Gurba, Senior Vice President,
Mr. Krueger, Deputy Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Ms. Cumming presented the Banks 2010 Performance Evaluation

(# ). She noted that the Board of Governors had general oversight

responsibility for Reserve Bank activities and that a self-evaluation had

been prepared as a starting point for the Boards assessment of the Banks

performance in 2010. She noted that the Banks Performance Evaluation, if

approved by the Committee, would be reviewed with the full Board at the

January 20, 2011 Board of Directors meeting, and then would be submitted to

the Board of Governors Committee on Federal Reserve Bank Affairs (BAC).

Subsequently, the evaluation would be discussed at the Banks Performance

Evaluation review.

Ms. Cumming noted that the Committees discussion of the evaluation

would be divided into two parts. The first part would address those aspects

of the evaluation that did not involve the Banks Bank Supervision Group.
 2 M/B/C 1.12.11

After the completion of the first part of the evaluation, the Committees

Class A director, Mr. Wait, would recuse himself. The second part of the

discussion would address those aspects of the evaluation involving the Banks

Bank Supervision Group.

Ms. Cumming reported that in 2010, management had reduced the Banks

risk profile and strengthened its operations and support infrastructure,

continued to provide safe and efficient financial services, and began

preparations for the development and implementation of regulatory and

financial reform. Ms. Cumming highlighted several challenges facing the Bank

which included project management issues associated with the Fedwire

migration program and a late year migration issue related to the Government-

Wide Accounting business that would be added to the evaluation. A discussion

ensued.

At this point, Mr. Wait expressed his approval of the evaluation

discussed to this point and recused himself from the remainder of the

meeting.

Ms. Cumming noted that in addition to work to support financial

stability, the Bank had engaged in a number of domestic and international

efforts related to promoting regulatory reform and oversight. Ms. Dahlgren

added that efforts were underway to consider the creative use of resources to

enhance efficiency while addressing changes to the Systems supervisory

responsibilities resulting from the Dodd-Frank Wall Street Reform Act.

Thereafter, the Committee approved the Banks performance evaluation

for submission to the Board of Directors.

The meeting duly adjourned at 10:51 a.m.

Corporate Secretary
 cleared for release

New York, January 20, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:30 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Ms. Rafferty, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Mr. Christie, Executive Vice President,
Ms. Dahlgren, Executive Vice President,
Ms. Krieger, Executive Vice President,
Mr. McAndrews, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Potter, Executive Vice President,
Mr. Sack, Executive Vice President, and
Ms. Stichnoth, Executive Vice President,
Mr. Gurba, Senior Vice President,
Ms. Hamdani, Senior Vice President,
Mr. Narron, Senior Vice President, and
Mr. Peach, Senior Vice President,
Mr. Blackwood, Vice President,
Mr. Higgins, Vice President, and
Mr. Schetzel, Chief of Staff,
Ms. Perry, Senior Financial Economic Analyst,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

The minutes of the meetings of (1) the Board held December 2, 2010;

(2) the Nominating and Corporate Governance Committee held December 3, 2010;

(3) the Board held December 16, 2010; (4) the Board held December 30, 2010;

and (5) the Board held January 6, 2011, were submitted and approved by

consent.

The Report of Audit Activities (# ) of the internal auditing

activities of the Bank during December 2010 was submitted by consent to the
 2 B/D 1.20.11

Board of Directors for its consideration. In his report, the General Auditor

stated that the results of completed audits as well as work in progress have

disclosed no issues which the Audit and Operational Risk Committee should

bring to the attention of the full Board of Directors.

In his management comments, Mr. Dudley reported that the Banks loan

to AIG had been fully repaid on January 14, 2011.

Mr. Higgins, referring to a series of charts (# ), reported on

global economic conditions. He noted that growth momentum in the U.S. and

the euro zone appeared to have strengthened although the pace of euro zone

activity had been uneven as peripheral European economies had continued to

struggle. Mr. Higgins also noted that there had been recent signs of a

rebound in Japans industrial production and export levels, and that economic

activity in China remained robust. A discussion ensued.

Mr. Sack reported that recent U.S. financial market movements had

been consistent with improved economic conditions. He stated that the low

interest rate environment reflected the current monetary policy stance and

the outlook for future policy. Finally, he remarked that while economic

conditions appeared to have improved somewhat, risks related to stress in

Europe, uncertainties surrounding the fiscal condition of certain

municipalities, inflation concerns in emerging economies, and questions about

financial sector regulation remained. A discussion ensued.

Mr. Peach, referring to a series of charts (# ), reported on the

current U.S. economic outlook. He noted that the U.S. economy began the year

with substantial forward momentum and that growth prospects had improved,

reflected in rising interest rates and commodity prices. He expressed some

concern about recent increases in oil prices, noting that while oil prices
 3 B/D 1.20.11

were well below 2008 levels, they remained high from a historical

perspective. A discussion ensued.

In their discussion of recent economic and market conditions,

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

Ms. Cumming and Mr. Gurba presented the Banks 2010 Performance

Evaluation (# ), excluding Bank Supervision matters. Ms. Cumming noted

that the Banks 2010 Performance Evaluation had been prepared in connection
 4 B/D 1.20.11

with the Board of Governors annual Reserve Bank performance evaluation

process, which would include a discussion about the Banks performance with

the Board of Governors Committee on Reserve Bank Affairs. Ms. Cumming noted

that the Board of Governors discussion of the evaluation would be divided

into two parts. The first part would address those aspects of the evaluation

that did not involve the Banks Bank Supervision Group. After the completion

of the first part of the evaluation, the Boards Class A directors present at

the meeting, Mr. Wait and Mr. Carrin, would recuse themselves. The second

part of the discussion would address those of aspects of the evaluation

involving the Banks Bank Supervision Group.

Ms. Cumming reported that in 2010, management had reduced the Banks

risk profile and strengthened its operations and support infrastructure,

continued to provide safe and efficient financial services, and began

preparations for the development and implementation of regulatory and

financial reform. Ms. Cumming also highlighted several challenges facing the

Bank including project management issues associated with the Fedwire

migration program and a late year migration issue related to the Government-

Wide Accounting business that would be added to the evaluation. A discussion

ensued.

Whereupon, it was duly and unanimously

VOTED to approve the performance evaluation of the Federal Reserve

Bank of New York for 2010, excluding supervisory matters, as proposed.

At this point, the meeting went into a Restricted Executive

Session - Class B and Class C Directors Only, and Messrs. Carrin and Wait

left the meeting.

 cleared for release

Restricted Executive Session

Class B and Class C Directors Only
January 20, 2011

Mr. Held was designated to keep the minutes of the executive

session.

Ms. Cumming and Mr. Gurba presented the Banks 2010 Performance

Evaluation (# ), pertaining to Bank Supervision matters. Ms. Cumming

remarked that the Bank faced a number of supervisory and operational

challenges related to support of the Dodd-Frank Act which would also be

discussed with the Board of Governors Committee on Reserve Bank Affairs. A

discussion ensued.

Whereupon, it was duly and unanimously

VOTED to approve the Banks performance evaluation with respect to

its supervisory responsibilities as proposed.

The meeting duly adjourned at 11:25 a.m.

Corporate Secretary
 cleared for release

New York, January 20, 2011

A meeting of the Nominating and Corporate Governance Committee of

the FEDERAL RESERVE BANK OF NEW YORK was held at its office at 9:00 a.m. this

day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Ms. Rafferty and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Mr. Dudley discussed a number Director candidates with the

Committee. Mr. Dudley expressed interest in identifying qualified Director

candidates in advance of additional Board vacancies and asked members of the

Committee to propose other candidates for consideration. Mr. Dudley also

discussed the diversity of the Board and his desire to ensure that the

composition of the Board was appropriately representative of the various

sectors and stakeholders in the region. A discussion ensued.

The meeting duly adjourned at 9:30 a.m.

Corporate Secretary
 cleared for release

New York, February 3, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Dimon, Ms. Rafferty, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary, and
Ms. Stein, Assistant Corporate
Secretary and Vice President.

The Directors voted that the selection by the Federal Open Market

Committee of Brian P. Sack, Executive Vice President of this Bank, as Manager

of the System Open Market Account, is satisfactory to the Bank and is hereby

approved, it being understood that, in the event that he should cease to be

an officer of this Bank, his service as Manager would likewise cease.

Mr. Baxter reported that representatives from the U.S. Government

Accountability Office (GAO) would visit the Bank in connection with the GAOs

responsibility to conduct a corporate governance audit, as stipulated by the

Dodd-Frank Wall Street Reform and Consumer Protection Act. He noted that

they would interview select members of the Banks Board of Directors along

with senior Bank management and had requested permission to attend the

economic discussion at the Board meeting on February 17, 2011. After a

 2 T/C 2.3.11

discussion, the Directors agreed to permit the GAO representatives to attend

the economic discussion at the Board meeting.

In their discussion, the Directors

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:55 p.m.

Assistant Corporate Secretary

 cleared for release

New York, February 17, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:30 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Ms. Rafferty, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Mr. Christie, Executive Vice President,
Ms. Dahlgren, Executive Vice President,
Mr. Guha, Executive Vice President,
Ms. Krieger, Executive Vice President,
Mr. McAndrews, Executive Vice President,
Ms. Mink, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Potter, Executive Vice President,
Mr. Sack, Executive Vice President,
Mr. Smith, Executive Vice President
and General Auditor, and
Ms. Stichnoth, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary,
and, attending a portion of the meeting by
invitation, Orice William Brown, Camille Keith,
and Karen Tremba, United States Government
Accountability Office.

The minutes of the meetings of (1) the Audit and Operational Risk

Committee held December 16, 2010; (2) the Management and Budget Committee

held January 12, 2011; (3) the Nominating and Corporate Governance Committee

held January 20, 2011; (4) the Board held January 20, 2011; and (5) the Board
 2 B/D 2.17.11

held February 3, 2011, were submitted and approved by consent. The actions

taken by the Audit and Operational Risk Committee on December 16, 2010, as

reported in the minutes of its meeting, were ratified and approved by

consent.

The Directors, by consent,

VOTED to approve a memorandum (# ) dated February 15, 20ll from

Messrs. Baxter and Held, entitled Procurement Policy.

In his management comments, Mr. Dudley reported that Mr. Immelt

would step down from the Banks Board, that staff from the Government

Accountability Office were conducting interviews of Board members that had

served during the financial crisis and would observe a portion of this

meeting, and that the staff at the Board of Governors was in the process of

drafting additional proposed policies regarding the roles and

responsibilities of Reserve Bank Directors.

Mr. Tisch, Chair of the Audit and Operational Risk Committee,

reported that the Audit and Operational Risk Committee had met earlier in

the morning and had reviewed and approved the Reports of Audit Activities

(# ) at the Bank during December 2010 and January 2011. Mr. Tisch noted

that the Banks control environment was strong and that there were no issues

which required the attention of the full Board.

Mr. Christie, referring to a document (# ) entitled Technology

Services Group Transformation explained that the Group had completed a

significant reorganization. He noted that the new organizational structure

for technology services was designed to maximize the value of services

provided, leverage national information technology services where

appropriate, and adopt a strategy around principles to run/grow/transform

technology services, which had been adopted Systemwide. A discussion ensued.

 3 B/D 2.17.11

Mr. Murphy, referring to a document (# ) entitled Review of 4 th

Quarter 2010 Financial Results reviewed the Banks financial highlights. He

noted that the financial results were preliminary and reflected, among other

things, changes to the domestic System Open Market Account, U.S. dollar

liquidity swap arrangements, loans to depository institutions, changes in

loan balances from the Term Asset-Backed Securities Loan facility, the AIG

revolving credit facility and the Maiden Lane portfolios, and funding to

support the creation of the Bureau of Consumer Financial Protection and the

Office of Financial Research. Mr. Murphy stated that subsequent to year-end,

key events that would have a material impact on the Banks balance sheet had

included the AIG recapitalization and efforts to prepare for reverse

repurchase operations.

Mr. Murphy reported that the Banks balance sheet had totaled $1.4

trillion at year end, up from $1.2 trillion the prior quarter end, and $1.1

trillion at the prior year end, and that payments to the U.S. Treasury had

totaled $39.1 billion for 2010, up from $23.6 billion for 2009. Finally,

Mr. Murphy observed that existing collateral against each of the Banks

Maiden Lane portfolios provided adequate coverage against loans outstanding.

A discussion ensued.

Mr. Checki, referring to a series of charts (# ), reported on

global economic conditions. He noted that business confidence had generally

strengthened and that global growth forecasts had improved. Mr. Checki

stated that commodity prices had increased sharply since mid-2010 as a result

of the positive global growth outlook and increased supply pressure caused by

weather and other factors. Finally, Mr. Checki observed that headline

inflation had risen for the largest emerging market economies, some of which

had started to tighten monetary policy. A discussion ensued.

 4 B/D 2.17.11

Mr. Peach, referring to a series of charts (# ), reported on the

current U.S. economic outlook. He noted that real GDP grew by a moderate 3.2

percent during the fourth quarter and that real final sales had risen at its

fastest pace since the recovery from the 1981 1982 recession. He stated

that core inflation was expected to firm, and that the labor market continued

to lag but was expected to improve substantially in the months ahead. A

discussion ensued.

Mr. Sack reported that market participants had been focused on the

positive economic outlook, which had resulted in a renormalization of long-

term interest rates. He stated that economic strains in Europe and the

ongoing fiscal challenges of states and municipalities remained risks to the

growth outlook, but that recent concerns about commodity price increases had

been tempered by an anchoring of the inflation outlook. Finally, Mr. Sack

remarked that market participants had once again turned their attention to

the FOMC exit strategy and associated efforts to reduce the Banks balance

sheet. A discussion ensued.

At this point, Ms. Brown, Ms. Keith, and Ms. Tremba entered the

meeting.

In their discussion, the Directors

 5 B/D 2.17.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 11:38 a.m.

Corporate Secretary
 cleared for release

New York, March 3, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:00 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Ms. Rafferty, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Mr. Dudley reported that the Government Accountability Office had

completed interviews with members of the Banks Board of Directors and would

be requesting the completion of a written survey, designed to supplement the

interviews. He also noted that a number of governance issues related to the

roles and responsibilities of the Board of Directors had been discussed by

the Conference of Presidents and were pending approval by the Board of

Governors.

In their discussion, the Directors

 2 T/C 3.3.11

During the discussion, Mr. Wait entered the meeting.

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

At this point, the meeting went into Executive Session and Messrs.

Baxter, Sack and Peach left the meeting.

 cleared for release

Executive Session - Board of Directors

March 3, 2011

Mr. Held was designated to keep the minutes of the executive

session.

Mr. Dudley reviewed Ms. Cummings 2010 performance with the

Directors, after which Mr. Wait left the meeting. Then, Mr. Dudley discussed

Ms. Cummings compensation.

Whereupon, after discussion, it was duly and unanimously

VOTED to approve the recommended increase to Ms. Cummings

compensation.

The meeting duly adjourned at 4:42 p.m.

Corporate Secretary
 cleared for release

New York, March 17, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Ms. Rafferty, Mr. Tisch, Mr. Wait
and Ms. Wylde,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 3.17.11

Ms. Cumming then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 5:00 p.m.

Corporate Secretary
 cleared for release

New York, March 31, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Taylor, Assistant Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 3.31.11

Ms. Cumming then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:59 p.m.

Corporate Secretary
 cleared for release

New York, April 7, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Ms. Rafferty, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 4.7.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 5:05 p.m.

Corporate Secretary
 cleared for release

New York, April 21, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:50 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon, Ms. Rafferty,
Mr. Tisch, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Mr. Christie, Executive Vice President,
Mr. Guha, Executive Vice President,
Ms. Krieger, Executive Vice President,
Ms. Mink, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Smith, Executive Vice President
and General Auditor,
Ms. Stichnoth, Executive Vice President, and
Mr. Turnipseed, Executive Vice President,
Mr. Dzina, Senior Vice President,
Mr. Klitgaard, Vice President, and
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

The minutes of the meetings of (1) the Audit and Operational Risk

Committee held February 17, 2011; (2) the Board held February 17, 2011;

(3) the Board held March 3, 2011; (4) the Audit and Operational Risk

Committee held March 14, 2011; (5) the Board held March 17, 2011; and (6) the

Board held March 31, 2011, were submitted and approved by consent. The

actions taken by the Audit and Operational Risk Committee on February 17,

2011 and March 14, 2011, as reported in the minutes of its meetings, were

ratified and approved by consent.

Mr. Tisch, Chair of the Audit and Operational Risk Committee,

 2 B/D 4.21.11

reported that the Audit and Operational Risk Committee had met earlier in

the morning and, among other things, had discussed recent technology project

challenges and that management had assessed the common threads to be

addressed and lessons learned for application to future projects.

In his management comments, Mr. Dudley reported that the Banks

performance had been reviewed by the Board of Governors Bank Affairs

Committee, that the Banks organizational structure had been modified to

better support financial stability work, that there had been three successful

auctions of Maiden Lane II assets, and that the Nominating and Corporate

Governance Committee would meet to consider candidates to succeed Messrs.

Immelt and Kindler.

Ms. Mink referred to a memorandum (# ) entitled Overview of

2010 Officer Activity and Compensation Programs. Ms. Mink noted that in

2008, the Directors had delegated authority for certain officer promotions

and compensation actions to the Bank President and First Vice President, and

report back each year an annual summary of significant organizational events

which included officer hiring, promotions and appointments, and data on

overall officer staffing and turnover. She observed that the number of

officers had increased as a result of hiring and appointments and that

officers represented over 14 percent of total staff, which was a slight

increase over the same period the prior year and reflected a growing need for

senior level, experienced individual contributors, the growing importance of

policy work and a shift away from operational work. She stated that the Bank

had continued its efforts to attract minorities and women by, in part,

providing additional training to hiring managers, building relationships with

diversity-focused organizations, and utilizing the Banks Employee Resource

Networks. With respect to compensation, Ms. Mink noted that the Banks
 3 B/D 4.21.11

variable pay program had been an integral component of the total compensation

package for officers, and has been used to recognize the contributions of the

strongest performers. Finally, Ms. Mink observed that attracting and

retaining top talent would remain a continuing challenge and that efforts in

this regard would focus on reviewing the effectiveness of compensation and

non-compensation recognition programs. A discussion ensued.

Mr. Checki, referring to a series of charts (# ), reported on

global economic conditions. He noted that there had been a number of global

economic developments which had resulted in a mark-down in global forecasts

for the U.S. and Japan, although business confidence remained fairly strong.

He remarked that oil prices had surged and that other commodity prices

remained high, which would likely dampen global growth momentum. Finally,

Mr. Checki stated that ongoing financial strains and fiscal tightening

continued to weigh on the growth prospects for peripheral European countries.

A discussion ensued.

Mr. Dzina reported that markets had been focused on the S&P

downgrade of U.S. sovereign risk, worse-than-expected economic data, mixed

earnings, and continued concerns about peripheral countries including the

possible need to restructure Greek debt. He observed that the U.S. dollar

had depreciated against most major currencies. Finally, he noted that the

European Central Bank had raised interest rates earlier in the month and that

the market expected further rate increases this year. A discussion ensued.

Mr. Klitgaard, referring to a series of charts (# ), reported on

the current U.S. economic outlook. Mr. Klitgaard remarked that consumption,

equipment spending, and exports were projected to drive growth in 2011, but

were weaker than anticipated earlier in the first quarter. He stated that

the U.S. growth outlook was expected to improve during the second quarter as
 4 B/D 4.21.11

business confidence and production measures strengthened and the labor market

improved. However, he noted that inflationary pressures had increased due to

higher energy prices and that core inflation was above expectations, though

levels remained low. A discussion ensued.

In their discussion, the Directors

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 11:15 a.m.

Corporate Secretary
 cleared for release

New York, April 21, 2011

A meeting of the Nominating and Corporate Governance Committee of

the FEDERAL RESERVE BANK OF NEW YORK was held at its office at 11:15 a.m.

this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon,
Ms. Rafferty and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Mr. Dudley and Mr. Held presented to the Committee biographies

(# ) of six potential Director candidates, along with a Director

Candidates Planning Chart (# ). A discussion ensued in which the

Committee members agreed that all six candidates were compelling, and

represented a diversity of viewpoints, backgrounds, and sectors of the

regional economy. They noted that the Board might benefit in particular from

adding members associated with the retail and technology sectors.

Whereupon, it was duly and unanimously

VOTED to recommend the nominations of Glenn H. Hutchins,

Co-Founder & Co-Chief Executive Officer, Silver Lake, and Terry J. Lundgren,

Chairman, President and Chief Executive Officer, Macys, Inc., be considered

to fill the vacancies created by the resignations of Mr. Immelt and

Mr. Kindler.
 2 N/C/G/C 4.21.11

The meeting duly adjourned at 11:30 a.m.

Corporate Secretary
 cleared for release

New York, May 5, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Ms. Rafferty, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary, and
Ms. Stein, Assistant Corporate
Secretary and Vice President.

In their discussion, the Directors

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

 2 T/C 5.5.11

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:55 p.m.

Assistant Corporate Secretary

 cleared for release

New York, May 19, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Tisch, Mr. Wait and Ms. Wylde,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. McAndrews, Executive Vice President,
Mr. Peach, Senior Vice President, and
Mr. Dzina, Senior Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 5.19.11

Mr. McAndrews then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

Mr. Baxter referred to a memorandum (# ) entitled Proposed

Director Eligibility Policy. He noted that the Board of Governors had

circulated for comment a proposed policy that makes a number of changes to

the current rules regarding the eligibility of individuals for membership on

Reserve Bank Boards and that this policy had been discussed at the Conference

of Presidents meeting on May 17 and would be discussed at the Conference of

Chairs meeting on May 25. A discussion ensued.

Mr. Baxter referred to biographies (# ) of two Director

candidates. He asked the Directors approval to recommend to the nominating

committee of member banks that Glenn H. Hutchins, Co-Founder & Co-Chief

Executive Officer, Silver Lake, and Terry J. Lundgren, Chairman, President

and Chief Executive Officer, Macys, Inc., be placed on the ballot for

election as Class B Directors. Mr. Baxter noted that these candidates were

previously approved by the Nominating and Corporate Governance Committee at

its April 21 meeting. A discussion followed.

Whereupon, it was duly and unanimously

VOTED to recommend the nominations of Glenn H. Hutchins and

Terry J. Lundgren.

The meeting duly adjourned at 5:05 p.m.

3 T/C 5.19.11

Corporate Secretary
 cleared for release

New York, June 2, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon, Ms. Rafferty,
Mr. Tisch, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 6.2.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 5:02 p.m.

Corporate Secretary
 cleared for release

New York, June 16, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:30 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon, Ms. Rafferty,
Mr. Tisch, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Mr. Christie, Executive Vice President,
Ms. Dahlgren, Executive Vice President,
Mr. Guha, Executive Vice President,
Ms. Krieger, Executive Vice President,
Mr. McAndrews, Executive Vice President,
Ms. Mink, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Sack, Executive Vice President,
Mr. Smith, Executive Vice President
and General Auditor,
Ms. Stichnoth, Executive Vice President, and
Mr. Turnipseed, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary,
and, attending a portion of the meeting,
Mr. Tracy, Executive Vice President, and
Ms. McConnell, Senior Vice President.

Douglas W. Elmendorf, Director, and

Deborah Kilroe, Associate Director for
Communications, Congressional Budget Office,
attended a portion of the meeting by invitation.

The minutes of the meetings of (1) the Board held April 7, 2011;

(2) the Board held April 21, 2011; (3) the Nominating and Corporate
 2 B/D 6.16.11

Governance Committee held April 21, 2011; (4) the Board held May 5, 2011; and

(5) the Board held May 19, 2011, were submitted and approved by consent.

The Directors, by consent,

VOTED that a dividend at the rate of six percent per annum for the

six-month period ending June 30, 2011, be declared on the paid-in capital of

the Bank, payable on June 30, 2011 to stockholders shown on the books of the

Bank at the close of business on June 29, 2011.

In his management comments, Mr. Dudley noted that Terry Checki had

been recognized by the Mexican government with the Aztec Eagle Award, the

highest award to a foreign citizen, for his efforts to build financial

cooperation between the countries. Mr. Dudley also reported that the results

of sales from the Maiden Lane II portfolio would be publicly released next

month.

Mr. Murphy, referring to a document (# ) entitled First Quarter

2011 Financial Review, presented an overview of the Banks first quarter

financial statements. In his remarks, Mr. Murphy noted that the Banks

balance sheet had totaled $1.4 trillion at quarter end, up from $1.3 trillion

at year end. He reported that for the three months ended March 31, payments

to the U.S. Treasury had totaled $10.2 billion up from $9.2 billion for the

same period the prior year. Mr. Murphy provided an update on key

developments related to the foreign and domestic System Open Market Account

portfolios and observed that existing collateral against each of the Banks

Maiden Lane portfolios provided adequate coverage against loans outstanding.

Finally, Mr. Murphy reported that income from lending facilities to support

overall market liquidity and specific institutions had totaled $2.9 billion

at quarter end, and $23.7 billion since the inception of the various

programs. A discussion ensued.

 3 B/D 6.16.11

Mr. Checki, referring to a series of charts (# ), reported on

global economic conditions. Mr. Checki observed that global economic growth

momentum had slowed. He noted that some observers had suggested that recent

higher food and energy costs and supply chain disruptions were temporary and

that therefore growth rates could improve in the intermediate term, while

less optimistic views pointed to increased inflation concerns in emerging

markets, restrictive changes in regulation, and ongoing challenges among

peripheral European countries which could have a pronounced longer-term

impact on the outlook. A discussion ensued.

Mr. Sack, referring to a series of charts (# ), reported that

recent economic data had resulted in a downward shift in expectations for the

fed funds rate, and market measures of inflation concerns had abated

somewhat. He reported that ongoing concerns about peripheral Europe and the

potential for further rating agency downgrades had led to some market stress.

Finally, he stated that the Bank had been working to ensure operational

readiness should the U.S. reach its debt ceiling limit, and that market

participants generally expected a solution to be found prior to default. A

discussion ensued.

Mr. Peach, referring to a series of charts (# ), reported on the

current U.S. economic outlook. He remarked that annual real GDP appeared to

have slowed to around 2.0 percent from 2.8 percent, likely emanating from the

recent rise in commodity prices, supply disruptions in the aftermath of the

Japanese earthquake and tsunami, and unusually severe weather. Mr. Peach

also reported that underlying economic fundamentals, which had improved over

the past year, were likely to continue to be a source of economic strength

and that inflation was generally expected to peak in the near term. A

discussion ensued.
 4 B/D 6.16.11

In their discussion, the Directors

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)
 5 B/D 6.16.11

At this point, Mr. Elmendorf, Ms. Kilroe, Ms. McConnell and

Mr. Tracy entered the meeting.

Mr. Elmendorf reviewed key aspects of Federal Budget Policy over the

past 40 years related to revenues and spending. He remarked that given the

aging population and the rising cost of health care, the U.S. would be

compelled to choose between objectives related to maintaining the historical

share of revenues as a percent of GDP, the provision of benefits, and the

operating size of the federal government. Finally, he noted that

policymakers would need to address issues of when and how to change current

federal policies, which could include reductions in popular programs or

increased tax payments, and possibly both. A discussion ensued.

The meeting duly adjourned at 12:04 p.m.

Corporate Secretary
 cleared for release

New York, June 16, 2011

A meeting of the Nominating and Corporate Governance Committee of

the FEDERAL RESERVE BANK OF NEW YORK was held at its office at 9:00 a.m. this

day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon,
Ms. Rafferty and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Mr. Dudley remarked that the electoral process had begun for

Glenn H. Hutchins, Co-Founder and Co-Chief Executive, Silver Lake, and Terry

J. Lundgren, Chairman, President and Chief Executive Officer, Macys, Inc.,

to fill the Board of Directors vacancies created by the resignations of

Mr. Immelt and Mr. Kindler.

Mr. Baxter discussed the proposed changes to the Boards eligibility

process. He noted that the Dodd-Frank Wall Street Reform and Consumer

Protection Act transfers the Office of Thrift Supervisions regulatory and

supervisory functions with respect to savings and loan holding companies (a

subset of which is known as thrift holding companies) to the Board of

Governors effective July 21, 2011, and makes necessary conforming amendments

to the Home Owners Loan Act (HOLA). He informed the Committee that changes

to the Board of Governors Director Eligibility policy have been proposed

 2 N/C/G/C 6.16.11

that would, among other things, prohibit individuals affiliated with

(director, officer, employee) thrift holding companies from serving as

Class B Directors, if the subsidiary thrift comprises 15 percent or more of

the assets of the consolidated holding company; or the value of the assets of

all subsidiary banks and thrifts is $10 billion or more. A discussion

ensued.

Mr. Dudley then informed the Committee that a letter will be sent to

the Board of Governors recommending the redesignations of Lee C. Bollinger as

Chair for 2012 and Kathryn S. Wylde as Deputy Chair for 2012.

The meeting duly adjourned at 9:30 a.m.

Corporate Secretary
 cleared for release

New York, June 30, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Ms. Rafferty and Ms. Wylde,
Mr. Dudley, President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Ms. Heller, Senior Vice President, and
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Mr. Dudley noted that the Bank on behalf of the FOMC had concluded a

second round of Large Scale Asset Purchases which had totaled $600 billion

and that the Bank as part of a group of investors, had negotiated an $8.5

billion settlement of claims with Bank of America concerning potential

breaches of representations, warranties and servicing standards on

residential mortgage-backed securities trusts issued by Countrywide. He

noted that if this settlement were approved by the courts, an independent

third party would determine how the $8.5 billion settlement would be

allocated across trusts.

In their discussion, the Directors

 2 T/C 6.30.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:56 p.m.

Corporate Secretary
 cleared for release

New York, July 7, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Dimon, Ms. Rafferty, Mr. Wait
and Ms. Wylde,
Mr. Dudley, President,
Mr. Dzina, Senior Vice President, and
Mr. Peach, Senior Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

 2 T/C 7.7.11

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:45 p.m.

Corporate Secretary
 cleared for release

New York, July 21, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:30 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon, Ms. Rafferty,
Mr. Tisch, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Mr. Christie, Executive Vice President,
Ms. Dahlgren, Executive Vice President,
Mr. Guha, Executive Vice President,
Ms. Krieger, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Sack, Executive Vice President,
Mr. Smith, Executive Vice President
and General Auditor,
Ms. Stichnoth, Executive Vice President, and
Mr. Turnipseed, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary,
and, attending a portion of the meeting,
Mr. Narron, Senior Vice President, and
Ms. Pang, Senior Vice President.

The minutes of the meetings of (1) the Audit and Operational Risk

Committee held April 21, 2011; (2) the Audit and Operational Risk Committee

held April 29, 2011; (3) the Board held June 2, 2011; (4) the Nominating

and Corporate Governance Committee held June 16, 2011; (5) the Board held

June 16, 2011; and (6) the Board held June 30, 2011, were submitted and

approved by consent. The actions taken by the Audit and Operational Risk
 2 B/D 7.21.11

Committee on April 21, 2011 and April 29, 2011, as reported in the minutes of

its meetings, were ratified and approved by consent.

Mr. Tisch, Chair of the Audit and Operational Risk Committee (AORC),

reported that the Committee had met earlier that morning and had received

presentations from the Banks credit and operational risk management

functions, Deloitte & Touche, Compliance and Internal Audit. He noted that

the Banks risk environment had improved but that it still faced a number of

key risks which included threats from cyber attacks. He plans to make

information security a regular topic at the AORC and recommended that the

Board receive a briefing later this year. He remarked that the General

Accounting Office had completed its audit of Federal Reserve actions during

the financial crisis and that no major deficiencies had been cited and that

there were no other matters that required the attention of the full Board.

In his management comments, Mr. Dudley remarked that the Bank had

suspended asset sales from its Maiden Lane II LLC, that the second Large

Scale Asset Purchase program had been completed as planned, and that the

Financial Stability Oversight Committee was expected to publish its first

annual report in the near term.

At this point, Mr. Narron and Ms. Pang entered the meeting.

Ms. Cumming and Mr. Narron, referred to documents (# ) entitled

Update on the Fedwire Services, July 21, 2011 and Update on the Fedwire

Services, April 15, 2010. Ms. Cumming noted that Fedwire was an important

wire transfer and securities service that had experienced a number of

challenges in 2010. Mr. Narron remarked that the Fedwire Funds modernization

effort had been completed in 2010 resulting in increased functionality and

greater straight-through processing. He stated that the plan relating to the

modernization of the Fedwire securities service had been fully revamped over
 3 B/D 7.21.11

the last 18 months and that the revised plan was now proceeding on schedule

and on budget. A discussion ensued.

At this point, Mr. Narron and Ms. Pang left the meeting.

Mr. Checki, referring to a series of charts (# ), reported on

global economic conditions. He noted that global economic activity had

slowed and that production in the U.S. and Europe had flattened. He stated

that transitory factors weighing on productivity, including price pressures

in emerging markets and supply chain disruptions, had eased. Finally,

Mr. Checki stated that there remained significant uncertainty related to the

resolution of fiscal issues for Greece. A discussion ensued.

Mr. Sack reported that that there had been continued concerns about

the growth outlook for the U.S. economy. He stated that market participants

were expecting a tepid recovery and that indicators of market expectations

for monetary policy suggested it would remain accommodative through at least

2012. He remarked that uncertainty had been caused by a number of risk

factors which included issues related to the debt ceiling and developments in

European markets. A discussion followed.

Mr. Peach, referring to a series of charts (# ), reported on the

current U.S. economic outlook. He reported that growth was still expected to

strengthen during the second half of 2011 but at lower levels than previously

projected, primarily as a result of weak consumer spending. He also noted

that the projected path of the unemployment rate had been revised upward

through 2012. Finally, Mr. Peach noted that the year-over-year change in

total CPI had peaked and that core inflation had continued to be higher than

anticipated but was expected to slow during the second half of 2012. A

discussion ensued.
 4 B/D 7.21.11

In their discussion, the Directors

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 11:22 a.m.

5 B/D 7.21.11

Corporate Secretary
 cleared for release

New York, August 4, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Ms. Rafferty, Mr. Tisch and Mr. Wait,
Ms. Cumming, First Vice President,
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

Ms. Cumming then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

 2 T/C 8.4.11

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 5:00 p.m.

Corporate Secretary
 cleared for release

New York, August 12, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 3:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Ms. Rafferty, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Mr. Sack, Executive Vice President,
Mr. McCarthy, Assistant Vice President,
Ms. Bell, First Level Officer,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

At the request of the Board Chair, Mr. Bollinger, a special

conference call was convened to discuss recent market events. Mr. Sack noted

that there has been significant volatility in global financial markets over

the pasted several days as a result of concerns about the U.S. growth

outlook, and heightened stress in European markets. Mr. Dudley remarked that

there were several differences between current conditions as compared to

circumstances leading up to the financial crisis. A discussion about the

challenges ahead ensued.

The meeting duly adjourned at 4:02 p.m.

Corporate Secretary
 cleared for release

New York, August 18, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Ms. Rafferty, Mr. Tisch,
Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Mr. Checki, Executive Vice President, and
Mr. Potter, Executive Vice President,
Mr. Dzina, Senior Vice President,
Mr. Friedman, Vice President, and
Mr. Schetzel, Chief of Staff,
Mr. McCarthy, Assistant Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 8.18.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:57 p.m.

Corporate Secretary
 cleared for release

New York, September 1, 2011

A meeting of the Executive Committee of the Board of Directors of

the FEDERAL RESERVE BANK OF NEW YORK was held by means of a telephone

conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Ms. Rafferty and Mr. Wait,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary, and
Ms. Stein, Assistant Corporate Secretary
and Vice President.

In the absence of a quorum of the members of the Board of Directors,

the Directors present unanimously requested that the Executive Committee meet

pursuant to Section 1 of Article II of the Bylaws.

In their discussion, the Directors

 2 T/C 9.1.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 5:00 p.m.

Assistant Corporate Secretary

 cleared for release

New York, September 15, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:30 a.m. this day.

PRESENT:

Ms. Wylde, Deputy Chair,

Mr. Carrin, Mr. Dimon, Mr. Hutchins,
Mr. Lundgren, Ms. Rafferty,
Mr. Tisch and Mr. Wait,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Ms. Dahlgren, Executive Vice President,
Mr. Guha, Executive Vice President,
Ms. Krieger, Executive Vice President,
Mr. McAndrews, Executive Vice President,
Ms. Mink, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Potter, Executive Vice President,
Mr. Sack, Executive Vice President,
Mr. Smith, Executive Vice President
and General Auditor,
Ms. Stichnoth, Executive Vice President, and
Mr. Turnipseed, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary,
and, attending a portion of the meeting,
Ms. Judge, Senior Vice President,
Mr. Mahon, Senior Vice President, and
Mr. Proto, Senior Vice President,
Mr. Sama, Vice President, and
Mr. Thetford, Vice President.

The minutes of the meetings of (1) the Board held July 7, 2011;

(2) the Board held July 21, 20ll; (3) the Board held August 4, 2011; and

(4) the Board held August 12, 2011, were submitted and approved by consent.
 2 B/D 9.15.11

In his management comments, Mr. Dudley welcomed Messrs. Hutchins and

Lundgren to the Board. Mr. Dudley noted that economic conditions in Europe

remained fragile, that European and U.S. banks continued to be under

pressure, and that the European Central Bank (ECB) had announced that dollar

swap lines had been extended and that the ECB had the capacity to provide

adequate Euros and U.S. dollar liquidity.

Mr. Baxter remarked that results from the Government Accountability

Office (GAO) Corporate Governance audit would be available in October and

that the report was expected to include three recommendations which already

had been implemented at the Bank and a fourth recommendation related to

increasing membership diversity on the Banks Board of Directors. A

discussion ensued.

Mr. Murphy, referred to a document (# ) entitled Second Quarter

2011 Financial Review. Mr. Murphy noted that the Bank had begun to issue

quarterly internal financial statements. The balance sheet had expanded

during the second quarter primarily as a result of the Treasury Purchase

Program and reinvestments of principal payments on mortgage-backed

securities. He stated that balance sheet highlights included reductions in

Term Asset-Back Loan Facility (TALF) loans due to higher prepayment activity,

an increase in the Banks participation rate associated with the domestic

System Open Market Account, and investment declines held by consolidated

Variable Interest Entities (VIEs) due to asset sales from the ML and ML II

portfolios. Mr. Murphy noted that unrealized losses from the ML II and III

portfolios had resulted in an overpayment to the U.S. Treasury, to be

adjusted through reduced future payments, that sales of non-agency

residential mortgage-backed securities in the ML II portfolio had been

 3 B/D 9.15.11

discontinued due to more strained market conditions, and that all three ML

facilities had paid down portions of their loans to the Bank and had net

asset values sufficient to cover the remaining balance of their loans with

the Bank.

Mr. Murphy noted that the Banks net income had declined during the

second quarter of 2011 by $2.8 billion compared to the same period in 2010

and $2.7 billion compared with the first quarter of 2011 as a result of the

repayment of the AIG loan and preferred interest, and reductions in TALF loan

balances and in the ML portfolios. Finally, Mr. Murphy remarked that the

downgrade of the long-term credit rating of the U.S. government had not

negatively impacted the market valuation of U.S. Treasury securities held by

the Bank, and that the Banks operating expenses were under budget through

June and were expected to remain under plan for the year. A discussion

ensued.

Mr. Checki, referring to a series of charts (# ), reported on

global economic conditions. He noted that global economic growth had slowed,

that growth momentum in advanced economies had faded, and that weakness in

the euro area had spread from the periphery to the core. He observed that

the weak recovery in the advanced economies had failed to make up lost ground

experienced during the recession which had resulted in high unemployment and

increased pressure on government revenues. Mr. Checki suggested that a

number of policy challenges had emerged and noted the lengthy adoption

process for approval of key legislation in Europe to address emerging

economic and financial stability concerns and the risks inherent in the

period before finalization. A discussion ensued.

Mr. Sack reported that market sentiment had deteriorated and that

uncertainty had increased somewhat as a result of augmented concerns about

 4 B/D 9.15.11

the growth outlook and funding conditions for European institutions. He

remarked that asset price volatility had increased and that market

participants generally believed that the Federal Open Market Committee would

announce additional policy accommodation at the conclusion of their next

meeting. Finally, Mr. Sack stated that a range of policy actions were in the

process of being discussed. A discussion ensued.

Mr. Peach, referring to a series of charts (# ), reported on the

current U.S. economic outlook. He noted that real GDP growth for 2011 had

been marked down to 1.4 percent largely due to data revisions and that growth

in 2012 would depend to a large extent on fiscal policy decisions made over

the next several months. Mr. Peach reported that the projected path of the

unemployment rate over the forecast horizon was expected to be significantly

higher than previously anticipated. Finally, he stated that the year-over-

year change in total CPI had peaked and that core inflation had been higher

than anticipated but was expected to slow during the second half of 2011. A

discussion ensued.

In their discussion, the Directors

 5 B/D 9.15.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

At this point, the meeting went into executive session, and Messrs.

Tisch and Checki, Ms. Dahlgren, Mr. Guha, Ms. Krieger, Mr. McAndrews,

Ms. Mink, Messrs. Murphy, Potter, Sack and Smith, Ms. Stichnoth, Messrs.

Turnipseed, Peach and Schetzel and Ms. Resele-Tiden left the meeting, and

Ms. Judge and Messrs. Mahon, Proto, Sama and Thetford entered the meeting.
 cleared for release

Executive Session - Board of Directors

September 15, 2011

Mr. Held was designated to keep the minutes of the executive

session.

Mr. Thetford and Mr. Sama, referring to a document (# ) entitled

Board of Directors Security Briefing, briefed the Directors on a number of

issues related to information technology and security at the Bank. A

discussion ensued.

The meeting duly adjourned at 11:45 a.m.

Corporate Secretary
 cleared for release

New York, September 15, 2011

A meeting of the Nominating and Corporate Governance Committee of

the FEDERAL RESERVE BANK OF NEW YORK was held at its office at 9:00 a.m. this

day.

PRESENT:

Ms. Wylde, Deputy Chair,

Mr. Carrin, Mr. Dimon and Ms. Rafferty,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Mr. Dudley presented to the Committee a biography (# ) of a

potential Director candidate, Alphonso ONeil-White, along with a Director

Candidates Planning Chart (# ). A discussion ensued during which

Mr. Dimon entered the meeting. The Committee agreed to endorse Mr. ONeil-

Whites candidacy as a Class B Director subject to election by State Member

Banks.

Mr. Dudley noted that with Mr. Tischs departure from the Board, a

new Chair for the Audit and Operational Risk Committee would need to be

appointed and recommended that Mr. Hutchins assume this role. Mr. Held

remarked that preliminary indications were that Mr. Hutchins would be willing

to accept this responsibility. After a discussion, the Committee agreed to

appoint Mr. Hutchins to Chair the Audit and Operational Risk Committee

effective upon Mr. Tischs resignation.

 2 N/C/G/C 9.15.11

Mr. Baxter reported that the Government Accountability Office (GAO)

would be issuing three reports related to their review of the Banks handling

of the AIG loan, emergency facilities operationalized during the financial

crisis, and a Federal Reserve System governance review. With respect to the

governance review, Mr. Baxter stated that the GAO had made four

recommendations to the System, three of which had already been addressed in

New York and that the remaining issue, related to enhancing diversity among

members of the Board of Directors, was under consideration. A discussion

ensued.

The meeting duly adjourned at 9:25 a.m.

Corporate Secretary
 cleared for release

New York, September 29, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Dimon, Mr. Hutchins,
Mr. Lundgren, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Sack, Executive Vice President,
Mr. Schetzel, Chief of Staff,
Mr. McCarthy, Assistant Vice President,
Ms. Bell, First Level Officer, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 9.29.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:49 p.m.

Assistant Corporate Secretary

 cleared for release

New York, October 6, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Hutchins, Mr. Lundgren, Ms. Rafferty,
Mr. Tisch, Mr. Wait and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Ms. Bell, First Level Officer,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 10.6.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:58 p.m.

Corporate Secretary
 cleared for release

New York, October 12, 2011

A meeting of the Directors Management and Budget Committee of the

FEDERAL RESERVE BANK OF NEW YORK was held by means of a telephone conference

at 10:00 a.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Tisch and Mr. Wait,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Murphy, Executive Vice President,
Ms. Ambrosio, Senior Vice President,
Ms. Miller, Vice President,
Ms. Bell, First Level Officer,
Ms. Orman, Financial Reporting Manager,
Ms. Perry, Senior Financial Economic Analyst,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

Ms. Cumming reviewed with the Committee members the Banks proposed

2012 budget (# ). Ms. Cumming noted that the Banks 2012 budget

reflected resources to support two critical priorities, the implementation of

Dodd-Frank legislation and support for the Fedwire Modernization program,

which combined accounted for 3.0 percentage points of the Banks total 4.8

percent budget growth.

Ms. Cumming remarked that the Banks 2012 objectives included a

focus on building capacity to promote financial stability through

participation in international and domestic efforts to coordinate regulation

and develop a more systemic and dynamic supervisory framework. Additionally,

the Bank was providing leadership in the development and implementation of

monetary policy by increasing market operations and systems capabilities,

 2 M/B/C 10.12.11

reorganizing operations, enhancing business continuity and increasing

analytic output. In addition, the Bank sees to deliver to the banking

system, foreign central banks and the U.S. Treasury effective and efficient

payment services that are secure, resilient, efficient and well controlled.

Finally, Ms. Cumming noted that the Bank continued to advance a culture of

excellence by strengthening its people, processes and infrastructure to

ensure effective and efficient response to shifting demands and priorities.

After a discussion, the Committee voted to approve the Banks

proposed 2012 budget and submit it to the full Board.

The meeting duly adjourned at 10:27 am.

Corporate Secretary
 cleared for release

New York, October 20, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:42 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Hutchins, Mr. Lundgren,
Ms. Rafferty, Mr. Tisch, Mr. Wait
and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Checki, Executive Vice President,
Mr. Christie, Executive Vice President,
Ms. Dahlgren, Executive Vice President,
Mr. Guha, Executive Vice President,
Ms. Krieger, Executive Vice President,
Mr. McAndrews, Executive Vice President,
Ms. Mink, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Potter, Executive Vice President,
Mr. Sack, Executive Vice President,
Ms. Stichnoth, Executive Vice President, and
Mr. Turnipseed, Executive Vice President,
Mr. Peach, Senior Vice President,
Mr. Blackwood, Vice President, and
Mr. Schetzel, Chief of Staff,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary,
and, attending a portion of the meeting,
Mr. Mahon, Senior Vice President.

Bill Barouski, Executive Vice President,

Federal Reserve Bank of Chicago, and Lon Zanetta,
FRIT (Federal Reserve Information Technology),
attended a portion of the meeting.

The minutes of the meetings of (1) the Audit and Operational

Risk Committee held July 21, 2011; (2) the Board held August 18, 2011;

(3) the Executive Committee held September 1, 2011; (4) the Nominating and
 2 B/D 10.20.11

Corporate Governance Committee held September 15, 2011; (5) the Board held

September 15, 2011; and (6) the Board held September 29, 2011, were submitted

and approved by consent. The actions taken by the Audit and Operational Risk

Committee on July 21, 2011, as reported in the minutes of its meeting, were

ratified and approved by consent.

The Directors, by consent,

VOTED to select Vikram Pandit, Chief Executive Officer, Citigroup

Inc., as the member of the Federal Advisory Council (FAC) representing the

Second Federal Reserve District for the remainder of 2011 and 2012.

Mr. Tisch, Chair of the Audit and Operational Risk Committee (AORC),

reported that the Committee had met earlier that morning and had received

reports on credit and operational risks, as well as reports from Compliance,

Internal Audit and Legal. He noted that the Banks risk management processes

were active and conservative, that loans made by the Bank to fund the Maiden

Lane facilities continued to be paid down, that outstanding debt remained

adequately collateralized, and that the Bank had been focused on identifying

risks related to physical, infrastructure and cyber threats. Mr. Tisch

stated that Deloitte & Touche had discussed recent observations of their

audit activities by the Public Company Accounting Oversight Board (PCAOB),

that representatives from Federal Reserve Information Technology (FRIT) had

reported on efforts to address service outages and resiliency issues, that

the Internal Audit and AORC charters and the Internal Audit budget had been

reviewed, and that the Banks contract with a vendor for personal trading

reviews had not been renewed. Finally, he noted that the Banks control

environment remained strong but that current audit work, past due issues and

risk events would require focused attention.

 3 B/D 10.20.11

In his management comments, Mr. Dudley remarked that the economic

outlook was at a critical juncture and would likely be influenced by debt

discussions in Europe, changes in policy related to the housing market, and

fiscal support for the economy. He remarked that the results of the GAOs

audit of the FR System had focused on issues related to diversity on the

Banks Boards of Directors, and that the Bank had recently established a blog

to better communicate research to the public.

Ms. Cumming reviewed with the Directors the Banks proposed 2012

budget (# ). She reported that the Board of Directors Management and

Budget Committee had met the prior week and had approved the Banks 2012

budget which included an expense growth of 4.8 percent, 3 percentage points

of which related to investments to support the Fedwire Modernization program

and to implement provisions of the Dodd-Frank Act, while the balance of

growth related to a modest increase in the Banks salary program for staff.

She stated that the Bank continued to look for opportunities to fund

investments through cost savings realized from Business Process Excellence

initiatives as well as expense savings from information technology and vendor

management. A discussion ensued.

Ms. Mink, referring to a document (# ) entitled 2012

Compensation Planning, remarked that the Banks compensation philosophy

involved balancing sometimes competing factors related to 1) individual

performance and contributions, 2) internal parity, and 3) external market

alignments. She noted that the Banks 2011 Compensation Program adhered to

the spirit of the Federal wage freeze for 2011 and included a base salary

increase program of 2 percent for non-officers, no change in variable pay

funding, a lower budget for promotions, and no separate funding for market

alignments. Ms. Mink remarked that the Bank had made progress in reducing
 4 B/D 10.20.11

gaps between competitive market pay and the Banks total cash compensation,

and that there had been more emphasis placed on recognizing the Banks

strongest performers. She noted that the 2012 salary program under

consideration by the Conference of Presidents included base salary increases

for non-officers above 2 percent, salary structure alignments for officers

and staff, and funding for officers whose salaries were misaligned to the

market. Finally, she remarked that the Banks benefits remained a valuable

part of the overall compensation package. A discussion ensued.

Whereupon, it was duly and unanimously

VOTED to approve the Banks proposed 2012 budget and 2012

compensation programs.

Mr. Checki, referring to a series of charts (# ), reported on

global economic conditions. He reported that global growth expectations had

been pared back markedly, that weakness was particularly evident in the euro

area, and that tighter credit conditions had been weighing on growth. He

discussed proposed strategies for Greece, plans to bolster capital for

European banks, and how a backstop against further deterioration in financial

conditions could address concerns about the Europe outlook. A discussion

ensued.

Mr. Sack reported that U.S. market conditions had improved somewhat

as a result of modestly better U.S. economic data, perceptions that progress

had been made to address conditions in Europe, and corporate earnings that

had generally kept pace with expectations. However, Mr. Sack noted that

markets remained volatile and that conditions had been fragile as a result of

continued concerns about exposure to European banks and particularly those

institutions that were reliant on short-term funding. A discussion ensued.

 5 B/D 10.20.11

Mr. Peach, referring to a series of charts (# ), reported on the

current U.S. economic outlook. He explained that stronger than expected

recent data on real expenditures had led to a slight increase in the real GDP

growth estimate for the second half of 2011, but that survey data had raised

some concerns about the sustainability of this growth, and that the recent

surge in core inflation appeared to be waning. Mr. Peach concluded by

presenting some analysis and projections on residential real estate owned

(REO) noting that REO levels had been influenced by the backlog of

foreclosures. A discussion ensued.

In their discussion, the Directors

 6 B/D 10.20.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

At this point, the meeting went into executive session, and

Messrs. Tisch and Checki, Ms. Dahlgren, Mr. Guha, Ms. Krieger, Mr. McAndrews,

Ms. Mink, Messrs. Murphy, Potter and Sack, Ms. Stichnoth, Messrs. Turnipseed,

Peach and Schetzel and Ms. Resele-Tiden left the meeting, and Messrs.

Barouski, Mahon and Zanetta entered the meeting.

 cleared for release

Executive Session - Board of Directors

October 20, 2011

Mr. Held was designated to keep the minutes of the executive

session.

Mr. Barouski and Mr. Zanetta, referred to a document (# )

entitled Information Security Risks and Programs. Mr. Barouski, interim

Chief Information Security Officer for Federal Reserve National IT, described

threats to the Federal Reserve information technology architecture and

efforts to control those threats. A brief discussion ensued.

At this point, Ms. Rafferty and Messrs. Barouski, Blackwood,

Christie, Mahon and Zanetta left the meeting.

Mr. Baxter described an ongoing investigation of a contractor for

the Banks Technology Services Group who may have attempted to steal computer

code. A discussion ensued.

The meeting duly adjourned at 11:52 a.m.

Corporate Secretary
 cleared for release

New York, November 3, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Hutchins, Mr. Lundgren,
Ms. Rafferty, Mr. Tisch and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Dzina, Senior Vice President, and
Mr. Peach, Senior Vice President,
Mr. Friedman, Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 11.3.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 5:04 p.m.

Corporate Secretary
 cleared for release

New York, November 17, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:32 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Hutchins, Mr. Tisch, Mr. Wait
and Ms. Wylde,
Ms. Cumming, First Vice President
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Sack, Executive Vice President,
Mr. McCarthy, Assistant Vice President,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 11.17.11

Ms. Cumming then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

Mr. Held noted that Emily K. Raffertys term as a Class C Director

will expire at year-end. He said that the Nominating and Corporate

Governance Committee, by notational vote, recommended that the Board

recommend to the Board of Governors the reappointment of Mrs. Rafferty,

President of The Metropolitan Museum of Art, as a Class C Director for a

three-year term ending December 31, 2014. After a brief discussion, the

Directors voted to forward the recommendation to the Board of Governors.

The meeting duly adjourned at 4:58 p.m.

Corporate Secretary
 cleared for release

New York, December 1, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 4:30 p.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Dimon, Mr. Hutchins, Mr. Lundgren,
Ms. Rafferty, Mr. Tisch, Mr. Wait
and Ms. Wylde,
Mr. Dudley, President,
Mr. Baxter, Executive Vice President
and General Counsel,
Mr. Sack, Executive Vice President,
Mr. Peach, Senior Vice President,
Ms. Perry, Senior Financial Economic Analyst,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

In their discussion, the Directors

 2 T/C 11.17.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

The meeting duly adjourned at 4:56 p.m.

Corporate Secretary
 cleared for release

New York, December 8, 2011

A meeting of the Executive Committee of the Board of Directors of

the FEDERAL RESERVE BANK OF NEW YORK was held by means of a telephone

conference at 11:00 a.m. this day.

PARTICIPANTS:

Mr. Bollinger, Chair,

Mr. Lundgren, Ms. Rafferty, Mr. Tisch
and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel, and
Mr. Murphy, Executive Vice President,
Ms. Ambrosio, Senior Vice President,
Ms. Heller, Senior Vice President and
Deputy General Counsel, and
Ms. Kite, Senior Vice President,
Mr. Reilly, Vice President,
Mr. Davidson, Assistant Vice President, and
Ms. Gruber, Assistant Vice President, and
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President.

David Heller, Robert Lowe and Michael

Rotchford, Cushman & Wakefield, participated
in the meeting by invitation.

Mr. Baxter noted that the Directors were being asked to vote on a

procurement which Mr. Dudley had determined represented a material risk to

the Bank and therefore required the approval of the Board of Directors. He

reminded the Directors that Section 208 of the Federal Criminal Code

prohibited any Director from voting on a procurement if he/she knows that

he/she has a financial interest in the procurement. Mr. Lundgren recused

himself from the meeting.

 2 T/C 12.8.11

In the absence of a quorum of the members of the Board of Directors,

the Directors present unanimously requested that the Executive Committee meet

pursuant to Section 1 of Article II of the Bylaws.

Mr. Murphy, referring to a document (# ) entitled 33 Maiden

Lane Opportunity, informed the Directors that an opportunity had arisen to

purchase 33 Maiden Lane, a building located across from the Banks main

building. Mr. Murphy explained that the Bank was the buildings primary

occupant, that it had a contractual right of first refusal to purchase the

building and that it must exercise that right within 30 days of receiving

notice of a pending sale. Mr. Murphy noted that the Bank expected to receive

such notice within the next week. He stated that after conducting a

preliminary analysis, Bank management was requesting the Boards approval to

conduct further due diligence and to engage in negotiations to purchase the

building for a price of approximately $210 million.

Mr. Murphy reviewed with the Directors the reasons why, in the

judgment of management, the Bank should acquire the building. He noted that

the purchase of the building would allow the Bank to formally control an

important part of the Banks downtown campus, that it would allow the Bank to

address existing and increasing security threats to the Banks leased

operations, and that the economics of purchasing the building compared

favorably with continued leasing of the building. Mr. Murphy also discussed

with the Directors the key risks that management had identified in purchasing

the building, including economic and reputational risks. Mr. Murphy noted

that, assuming the negotiations were concluded successfully, the Directors

and the Board of Governors would be asked to approve the terms of the

purchase. After a discussion, the Directors

 3 T/C 12.8.11

VOTED to approve the Banks request to conduct further due diligence

and to enter into negotiations to purchase 33 Maiden Lane.

The meeting duly adjourned at 11:30 a.m.

Corporate Secretary
 cleared for release

New York, December 15, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held at its office at 9:30 a.m. this day.

PRESENT:

Mr. Bollinger, Chair,

Mr. Carrin, Mr. Hutchins, Mr. Lundgren,
Ms. Rafferty, Mr. Tisch, Mr. Wait
and Ms. Wylde,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Checki, Executive Vice President,
Mr. Christie, Executive Vice President,
Ms. Dahlgren, Executive Vice President,
Ms. Krieger, Executive Vice President,
Mr. McAndrews, Executive Vice President,
Ms. Mink, Executive Vice President,
Mr. Murphy, Executive Vice President,
Mr. Potter, Executive Vice President,
Mr. Sack, Executive Vice President,
Mr. Smith, Executive Vice President
and General Auditor,
Ms. Stichnoth, Executive Vice President, and
Mr. Turnipseed, Executive Vice President,
Ms. Hansen, Senior Vice President, and
Mr. Peach, Senior Vice President,
Ms. Perry, Senior Financial Economic Analyst,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Resele-Tiden, Vice President and
Assistant Corporate Secretary.

The minutes of the meetings of (1) the Board held October 6, 2011;

(2) the Management and Budget Committee held October 12, 2011; (3) the Audit

and Operational Risk Committee held October 20, 2011; (4) the Board held

October 20, 2011; (5) the Board held November 3, 2011; (6) the Board held

November 17, 2011; and (7) the Board held December 1, 2011, were submitted
 2 B/D 12.15.11

and approved by consent. The actions taken by the Audit and Operational Risk

Committee on October 20, 2011, as reported in the minutes of its meeting,

were ratified and approved by consent.

The Directors, by consent,

having received and reviewed a copy of the general resolution

conferring authority on the officers to conduct the business of the Bank,

VOTED to adopt such general resolution in the form submitted to

them (# ).

having received and reviewed a copy of the resolution establishing

the primary credit rate in a financial emergency, which is expiring on

December 31, 2012, unless the Board of Directors renews the resolution for an

additional period,

VOTED to adopt such resolution in the form submitted to them

(# ).

VOTED that a dividend at the rate of six percent per annum for the

six-month period ending December 31, 2011 be declared on the paid-in capital

of the Bank, payable on December 30, 2011 to stockholders shown on the books

of the Bank at the close of business on December 29, 2011.

VOTED to adopt the following resolution to elect the Banks

representative on the FOMC:

RESOLVED, that this Board does hereby vote to elect William C.

Dudley, President of the Federal Reserve Bank of New York, as the

representative of this Federal Reserve Bank on the Federal Open Market

Committee (FOMC) created by Section 12A of the Federal Reserve Act, as

amended, to serve as such representative for the period beginning on the date

of the first regularly scheduled meeting of the FOMC in 2012 through the

conclusion of the day immediately before the date of the first regularly
 3 B/D 12.15.11

scheduled meeting of the FOMC in 2013, and does hereby vote to elect

Christine M. Cumming, First Vice President of the Federal Reserve Bank of

New York, to serve during the same period as an alternate on the Federal Open

Market Committee in the absence of President William C. Dudley.

Mr. Tisch, Chair of the Audit and Operational Risk Committee (AORC),

reported that the Committee had met earlier that morning and had received

separate reports on the Banks credit, market, operational, compliance, and

fraud risks. He noted that credit risks associated with liquidity facility

lending had continued to decline, that the Banks operational risk profile

had been stable although there had been a significant risk event related to

Open Market Operations, that fraud risk was low, and that fees paid to

vendors associated with liquidity facilities had declined. Mr. Tisch stated

that the Banks overall control environment remained strong, that the

Committee had reviewed and approved the 2012 Audit Plan, that the financial

audit conducted by Deloitte & Touche (D&T) had been progressing according to

plan, and that there were no issues that required the attention of the full

Board, and that questions related to D&Ts fraud assessment had been

discussed in executive session.

In his management comments, Mr. Dudley noted that Mr. Tisch and

Mr. Wait would step down from the Board at the end of 2011 and thanked them

for their service. Mr. Dudley reported that the 33 Maiden Lane building had

been offered for sale and that efforts were underway to consider its purchase

primarily because a purchase would give the Bank greater control of its

premises and their security.

Mr. Murphy referred to a document (# ) entitled Third Quarter

2011 Financial Review. He reported that third quarter highlights included

the announcement by the Federal Open Market Committee (FOMC) of actions that
 4 B/D 12.15.11

began impacting the System Open Market Account in October and swap line draw-

downs by the European Central Bank and the Swiss National Bank, voluntary

prepayments on the Term Asset-Backed Loan Facility (TALF), and asset sales

and prepayments from the Maiden Lane facilities. Mr. Murphy reported that

net income had declined in the third quarter by $3.6 billion compared to the

same period the prior year, reflecting lower asset balances for AIG, TALF and

the Maiden Lane holdings, higher interest expense with larger deposit

institution deposits and fair value losses from the Maiden Lane portfolio, as

well as net foreign currency valuation losses. These reductions were offset

somewhat by increases in interest income from higher U.S. Treasury securities

holdings. He also highlighted key subsequent events which included the FOMC

authorized extension of existing temporary U.S. dollar liquidity swap

arrangements with five foreign central banks. Finally, Mr. Murphy reported

that the Banks consolidated balance sheet had declined modestly at quarter

end, that the Bank remained adequately collateralized against losses related

to TALF and Maiden Lane loans outstanding, that income from select financial

stability programs had totaled $20.4 billion since inception, and that the

Banks actual operating expenses had tracked under budget. A discussion

ensued.

Mr. Checki, referring to a series of charts (# ), reported on

global economic conditions. Mr. Checki noted that favorable U.S. economic

momentum had firmed somewhat and that conditions in Europe had deteriorated

as business and consumer sentiment had weakened and banks pulled back credit

to address capital shortfalls. He suggested that market participants had

been disappointed with recently announced European policy measures and that

European banks had most recently faced strained short-term funding

conditions. Finally, Mr. Checki remarked that emerging markets remained

 5 B/D 12.15.11

exposed through trade to strains in Europe, and that exposure had affected

confidence and risk appetite in those countries, with a potential impact on

commodity prices. A discussion ensued.

Mr. Sack reported that financial markets had been volatile in part

as a result of uncertainty about European economic conditions and Europes

ability to resolve outstanding debt issues. He remarked that central banks

had taken decisive coordinated steps to provide liquidity to the marketplace

and that short-term rates were expected to remain at current levels for some

period of time. Finally, Mr. Sack reviewed the Banks new trading desk

operations and activities including purchases and sales of Treasury

securities under the Maturity Extension Program, new margining activity on

mortgage backed securities, foreign exchange swap activity, and collateral

changes related to the Euro portfolio.

Mr. Peach, referring to a series of charts (# ), reported on the

current U.S. economic outlook. Mr. Peach noted that recent U.S. economic

data had suggested modestly stronger real GDP growth during the fourth

quarter of 2011 and that core inflation had slowed as expected. He remarked

that key issues that could influence the pace of economic growth in 2012

included the response of consumers to the recent decline of the personal

savings rate, whether the payroll tax cut and unemployment benefits would be

extended, and the extent of spillover effects from events in Europe.

In their discussion, the Directors

 6 B/D 12.15.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

At this point, the meeting went into executive session, and

Messrs. Checki and Christie, Mses. Dahlgren and Krieger, Mr. McAndrews,

Ms. Mink, Messrs. Murphy, Potter, Sack and Smith, Ms. Stichnoth,

Mr. Turnipseed, Ms. Hansen, Mr. Peach and Mses. Perry and Resele-Tiden left

the meeting.
 cleared for release

Executive Session - Board of Directors

December 15, 2011

Mr. Held was designated to keep the minutes of the executive

session.

Mr. Dudley presented to the Directors a biography (# ) of a

potential Director candidate, Paul P. Mello, President and Chief Executive

Officer of Solvay Bank. After a discussion, the Directors voted to endorse

Mr. Mellos candidacy to replace Charles Wait as a Class A Director and to

recommend him to the Bankers Committee.

Mr. Held, referring to the Board of Governors policy letter S-2649

dated December 5, 2011 (# ), discussed certain changes made to the Board

of Governors policy on Reserve Bank director activities. He noted that

while most of the changes had been previously reviewed with the Directors,

one new change required that Class B directors affiliated with thrift holding

companies be precluded from participating in the search and selection process

for the Banks president and first vice president. He noted that the Banks

bylaws would be amended to reflect these new requirements. A discussion

ensued.

Mr. Held then presented a schedule (# ) of the proposed

standing committee assignments for the Directors, effective January 1, 2012.

Mr. Held also presented the Charters (# ) for the Audit and Operational

Risk Committee, the Management and Budget Committee, and the Nominating and

Corporate Governance Committee, which he noted were unchanged from last year.

He said that the proposed standing committee assignments and the Charters had
 2 E/S 12.15.11

been submitted to the Nominating and Corporate Governance Committee for their

review. A discussion ensured.

Whereupon, it was duly and unanimously

VOTED to approve the 2012 Standing Committees of Directors and the

Charters for the Audit and Operational Risk Committee, the Management and

Budget Committee, and the Nominating and Corporate Governance Committee, as

set forth in the documents presented.

The meeting duly adjourned at 11:40 a.m.

Corporate Secretary
 cleared for release

New York, December 29, 2011

A meeting of the Board of Directors of the FEDERAL RESERVE BANK OF

NEW YORK was held by means of a telephone conference at 10:03 a.m. this day.

PARTICIPANTS:

Ms. Wylde, Deputy Chair,

Mr. Carrin, Mr. Hutchins, Mr. Lundgren,
Ms. Rafferty and Mr. Wait,
Mr. Dudley, President,
Ms. Cumming, First Vice President,
Mr. Baxter, Executive Vice President
and General Counsel,
Ms. Heller, Senior Vice President,
Ms. Kimbrough, Assistant Vice President, and
Mr. McCarthy, Assistant Vice President,
Ms. Perry, Senior Financial Economic Analyst,
Mr. Held, Deputy General Counsel, Corporate
Secretary, and Senior Vice President, and
Ms. Stein, Assistant Corporate Secretary
and Vice President,
and, participating in a portion of the meeting,
Mr. Murphy, Executive Vice President,
Ms. Ambrosio, Senior Vice President, and
Ms. Kite, Senior Vice President, and
Mr. Reilly, Vice President.

In their discussion, the Directors

 2 T/C 12.29.11

Mr. Dudley then presented the schedule of rates in effect at this

Bank, with the recommendation that they be established without change.

Whereupon, it was duly and unanimously

VOTED that the existing rates in effect at this Bank be established

without change, as follows:

(to be spread here when the minutes are written in final form)

At this point, Mr. Murphy, Mses. Ambrosio and Kite and Mr. Reilly

entered the meeting.

Mr. Baxter informed the Directors that they were going to be asked

to vote on a procurement that involved two companies, Invesco Real Estate and

Vornado Realty Trust. He reminded the Directors, prior to the start of the

discussion, that Section 208 of the Federal Criminal Code prohibited any

Director from voting on a procurement matter if he/she knows that he/she has

a financial interest in the procurement. Messrs. Lundgren and Wait then

recused themselves from the meeting.

Mr. Murphy, referring to a document (# ) entitled 33 Maiden

Lane Board of Directors Update requested the Directors approval to purchase

33 Maiden Lane for a total estimated cost of $210 million, consisting of a

purchase price not to exceed $207.5 million and approximately $2.5 million in

fees and closing costs. He also noted that infrastructure and security

enhancements that would be needed in 2012 would require an additional

investment of approximately $5 million which had not been included in the

 3 T/C 12.29.11

Banks 2012 budget and which will require approval by the Board of Governors

(BOG). He further projected that $30 to $35 million likely would be required

to fund a multiyear capital improvement project for the building but that

these costs would be included in subsequent budgeting as they were better

defined. Mr. Murphy noted that the Bank plans to establish a Limited

Liability Corporation (LLC) to hold 33 Maiden Lane and that New York would be

the first Reserve Bank to utilize an LLC and that the Reserve Bank Operations

and Payments System staff of the BOG support this recommendation pending

final approval by the BOG. Mr. Murphy informed the directors that KPMG had

been hired to provide a third party review of the proposal and that across

all KPMG scenarios the purchase provided an economic benefit compared to the

costs of continuing to lease, including lower annual operating expenses of

approximately $5 million. Mr. Murphy noted that pending approval by the

Directors, the next steps would be to obtain BOG approval on January 6, 2012,

execute the Right of First Refusal on 33 Maiden Lane on or before January 9,

2012, and target a close on February 29, 2012. A discussion ensued after

which the Directors voted to approve the proposal to purchase 33 Maiden Lane.

The meeting duly adjourned at 10:40 a.m.

Assistant Corporate Secretary