Securities Act of 1933
Section 3(a)(2)

October 8, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance

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 TCCULG Program adopted by the NCUA's Board of Directors on October 16, 2008, as amended on May 21, 2009, June 18, 2009, July 16, 2009 and September 24, 2009, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

The TCCULG Program provides that the NCUA will fully and unconditionally guarantee TCCULG Program Debt on the terms and conditions set forth in the TCCULG Program. The Division concurs that such TCCULG Program Debt that is fully and unconditionally guaranteed by the NCUA under the TCCULG Program will be considered guaranteed by an instrumentality of the United States for purposes of Section 3(a)(2) of the Securities Act of 1933.

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

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
ncua100809-3a2.htm