FIRST AMENDMENT TO LIQUIDITY OPTION AND MASTER PARTICIPATION AGREEMENT

Exhibit 10.7.1

FIRST AMENDMENT TO

LIQUIDITY OPTION AND MASTER PARTICIPATION AGREEMENT

THIS FIRST AMENDMENT TO LIQUIDITY OPTION AND MASTER PARTICIPATION AGREEMENT (the “Amendment”) is made as of the 16th day of April, 2001 , among the FEDERAL HOME LOAN BANKS that now and hereafter execute this Agreement, effective for each on the date set below such Bank’ s signature (individually, an “MPF^® Bank” and collectively, the “MPF Banks”), each a corporation of the United States of America, and the FEDERAL HOME LOAN BANK OF CHICAGO (the “MPF Provider”), a corporation of the United States of America.

RECITALS:

WHEREAS, the MPF Banks and the MPF Provider have previously entered into that certain MORTGAGE PARTNERSHIP FINANCE^® (“MPF”) Program Liquidity Option and Master Participation Agreement dated as of September 15 2000, (the “Agreement”) pursuant to which the parties agreed how the interests, rights, duties and obligations in Designated Delivery Commitments and their related Master Commitments under the MPF Program shall be allocated among the MPF Banks and the MPF Provider; and

WHEREAS, the parties desire to amend the Agreement to delete a provision that is no longer applicable to Designated Delivery Commitments. Any capitalized terms not defined in this Amendment shall have the meaning assigned to them in the Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the covenants contained herein and in the Agreement, the parties here agree as follows:

1. The Agreement is hereby amended by deleting the last sentence of Section 4.2.

2. Except for the foregoing amendment, the Agreement remains unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers as of the date first above written.

MPF PROVIDER:
FEDERAL HOME LOAN BANK OF CHICAGO
By:		/s/    ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Executive Vice President

MPF BANK:
FEDERAL HOME LOAN BANK OF ATLANTA
By:
		[name & title]
By:
		[name & title]
Dated:
MPF BANK:
FEDERAL HOME LOAN BANK OF BOSTON
By:		/s/    ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Senior Executive Vice President
By:
		[name & title]
Dated:		August 14, 2001
MPF BANK:
FEDERAL HOME LOAN BANK OF CINCINNATI
By:
		[name & title]
By:
		[name & title]
Dated:

2

MPF BANK:
FEDERAL HOME LOAN BANK OF DALLAS
By:		/s/    ▇▇▇▇ ▇▇▇▇▇▇ - S.V.P.
		[name & title]
By:		/s/    ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - S.V.P.
		[name & title]
Dated:		5/1/01
MPF BANK:
FEDERAL HOME LOAN BANK OF DES MOINES
By:
		[name & title]
By:
		[name & title]
Dated:
MPF BANK:
FEDERAL HOME LOAN BANK OF INDIANAPOLIS
By:
		[name & title]
By:
		[name & title]
Dated:

3

MPF BANK:
FEDERAL HOME LOAN BANK OF NEW YORK
By:		/s/    ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
		Executive Vice President & Chief Operating Officer
By:		/s/    ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Senior Vice President
Dated:		7-27-01

MPF BANK:
FEDERAL HOME LOAN BANK OF PITTSBURGH
By:		/s/    ▇▇▇▇▇ ▇. ▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇, SVP
By:		/s/    ▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇▇▇▇, SVP
Dated:		January 23, 2004
MPF BANK:
FEDERAL HOME LOAN BANK OF SAN FRANCISCO
By:		/s/    ▇▇▇▇ ▇▇▇▇▇▇▇
		[name & title]
		President , CEO
By:
		[name & title]
Dated:		5/22/01

4

MPF BANK:
FEDERAL HOME LOAN BANK OF SEATTLE
By:
		[name & title]
By:
		[name & title]
Dated:
MPF BANK:
FEDERAL HOME LOAN BANK OF TOPEKA
By:		/s/    ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		SVP and Treasurer
Dated:		27 Aug 2001

5