Securities Act of 1933 — Section 3(a)(2)
Securities Exchange Act of 1934 — Section 3(a)(42)(A)

September 24, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

Response of the Office of Chief Counsel
Division of Trading and Markets

National Credit Union Administration
1775 Duke Street
Alexandria, VA 22314-3428
Attention: Robert M. Fenner, General Counsel

Dear Mr. Fenner:

Based on the facts and representations in your letter regarding the terms of the NCUA Legacy Assets Resolution Program and the securities to be issued by one or more special purpose entities established and guaranteed by the NCUA as part of the Resolution Program, the Divisions' views are as follows. Capitalized terms have the same meanings as defined in your letter.

In connection with the Resolution Program, the NCUA, as guarantor of the Guaranteed Securities, will issue a full faith and credit guaranty to holders of the Guaranteed Securities of timely payment of any and all amounts of principal and interest due and payable on the Guaranteed Securities, whether at maturity or otherwise. The principal amount of each NCUA Guaranty will be equal to the face amount of the related Guaranteed Securities at issuance, and each NCUA Guaranty will cover both such principal amount as well as all interest accrued and payable on the related Guarantee Securities. Each NCUA Guaranty will expire upon the earlier of (1) the maturity of such Guaranteed Securities or (2) the termination of the related SPE and retirement of the Guaranteed Securities.

The Division of Corporation Finance concurs that the Guaranteed Securities that are fully and unconditionally guaranteed by the NCUA under the terms of the NCUA Guaranty as described in your letter will be considered guaranteed by an instrumentality of the United States for purposes of Section 3(a)(2) of the Securities Act.

The Division of Trading and Markets has advised us that it concurs that the Guaranteed Securities that are fully and unconditionally guaranteed by the NCUA under the terms of the NCUA Guaranty as described in your letter will be considered obligations guaranteed as to principal and interest by the United States for purposes of Section 3(a)(42) of the Exchange Act.

This position is based on the facts and representations in your letter. Any different facts, representations or conditions might require the Divisions to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/ncua092410-3a2.htm