FEDERAL HOME LOAN BANK OF CHICAGO PRESIDENT AND EXECUTIVE TEAM INCENTIVE COMPENSATION PLAN Effective January 1, 2013

EX-10.1 2 ex101-fhlbcpresidentexecut.htm EXECUTIVE COMPENSATION Ex. 10.1 - FHLBC President & Executive Team Incentive Compensation Plan

EXHIBIT 10.1

FEDERAL HOME LOAN BANK OF CHICAGO

PRESIDENT AND EXECUTIVE TEAM

INCENTIVE COMPENSATION PLAN

Effective January 1, 2013

I. PURPOSE

The Federal Home Loan Bank of Chicago President and Executive Team Incentive Compensation Plan (the “Plan”) is a cash-based annual incentive plan with a long-term deferral component established to provide incentive award opportunities related to the achievement of Bank-wide and individual performance objectives by eligible Participants (hereinafter defined). The Plan is intended to recognize Participants for their sustained efforts, decisions, innovation and discipline that significantly contribute to the attainment of long-term goals of the Federal Home Loan Bank of Chicago (“Bank”), and to enhance the retention of such employees by providing such employees with a competitive compensation opportunity which aligns their interests with those of the Bank's members.

Subject to the conditions described in this Plan, an approved award is paid in cash shortly after the close of the Plan Year to which the performance incentive relates. A portion of the incentive award is deferred for three years after the end of the Plan Year to which the incentive relates; and the final value of the deferred portion of the award is determined using separate performance measures over the three-year Deferral Period (hereinafter defined).

This Plan replaces the Bank's President's Incentive Compensation Plan, Executive Incentive Compensation Plan, and the Key Employee Long Term Incentive Compensation Plan (the latter is referred to as the “Prior Plan”) as to the President and the other members of the Bank's Executive Team, other than the Director of Internal Audit, which plans are hereby superseded and replaced as of January 1, 2013 except as otherwise provided in Section 5.4.

II. DEFINITIONS

2.1 The following terms shall have the meanings stated below unless the context clearly indicates otherwise.


(a)	“Annual Award” has the meaning given to such term in Section 5.3.


(b)	“Board” shall mean the Board of Directors of the Bank.


(c)	“Code” shall mean the Internal Revenue Code of 1986, as amended, and all Regulations and pronouncements issued thereunder.


(d)	“Committee” shall mean the Human Resources and Compensation Committee of the Board.


(e)	“Change of Control” of the Bank shall mean the occurrence at any time of any of the following events:

(1)

any person, more than one person acting as a “group” (as defined in section 1.409A-3(i)(5) of the Regulations), acquires ownership of equity securities of the Bank that, together with equity securities held by such person or group, constitutes more than 50% of the total voting power of the equity securities of the Bank; provided, however, that if any person or group, is considered to own more than 50% of the total voting power of the equity securities of the Bank, the acquisition of additional equity securities by the same person or group will not be considered a Change of Control under this Agreement. An increase in the percentage of equity securities of the Bank owned by any person or group as a result of a transaction in which the Bank acquires its own equity securities in exchange for property will be treated as an acquisition of equity securities of the Bank for purposes of this paragraph; or

(2)

during any period of twelve (12) consecutive months, individuals who at the beginning of such period constituted the Board (together with (a) any new or replacement directors whose election by the Board, or (b) whose nomination for election by the Bank's shareholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or


(3)	the Bank sells or transfers 95% or more of its business and/or assets to another bank or other entity.


(f)	“Deferral Period” means the three-year period over which a portion of the Incentive Award for a Participant is mandatorily deferred and over which Bank performance is measured to determine the amount of the Deferred Award for that Participant. A Deferral Period begins on the January 1 immediately following the related Plan Year.


(g)	“Deferred Award” has the meaning given to that term in Section 5.3.

(h)

“Disability” shall mean a Participant: (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank.


(i)	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and all Regulations and pronouncements issued thereunder.

(j)

“Extraordinary Events” means those events that, in the opinion and discretion of the Board, are outside the significant influence of a Participant or the Bank and are likely to have a significant unanticipated effect, whether positive or negative, on the Bank's operations and/or financial results. Examples of Extraordinary Events include, but are not limited to, change in law, regulation, or regulatory policy, or systemic macroeconomic events outside of management's control, significant growth or consolidation of the membership base, or other factors that impact the Bank or the Federal Home Loan Bank System.


(k)	“FHFA” means the Federal Housing Finance Agency.


(l)	“Gap Year Award” has the meaning given to such term in Section 5.4(a).


(m)	“Gap Year Performance Period” has the meaning given to such term in Section 5.4(a).


(n)	“Good Reason” shall mean either of the following:

(1)

a material reduction by the Bank in the Participant's base salary, unless such reduction: (i) is associated with a “General Reduction” in compensation among employees in the same job grade or employees who are similarly situated and such reduction is in response to adverse or declining economic conditions; and (ii) does not exceed 5% of the Participant's base salary amount in effect at the time of the reduction; or


(2)	the relocation of the Participant's principal office assignment to a location more than fifty (50) miles from its location on the date hereof.


(o)	“Incentive Award” means, with respect to a Participant for a Performance Period, the total of such Participant's Annual Award plus Deferred Award.


(p)	“Normal Retirement Age” means the date the Participant attains age sixty-five (65).


(q)	“Participant” shall mean the Bank's President and Chief Executive Officer and each member of the Bank's Executive Team from time to time.


(r)	“Performance Based Compensation” means compensation that is based on services over a period of at least twelve (12) months and which satisfies the requirements for “performance based compensation” as such term is used in Section 409A(a)(4) of the Code.


(s)	“Performance Goals” has the meaning given to such term in Article V.


(t)	“Performance Period” means the period of time over which Bank performance is measured, which is the Plan Year for an Annual Award and which is the Plan Year plus the applicable Deferral Period with respect to the related Deferred Award.


(u)	“Performance Period Award” has the meaning given to such term in Article VI.


(v)	“Plan Year” means each calendar year commencing with the year 2013 with respect to which award opportunities under the Plan are to be calculated.


(w)	“Retire, Retires, or Retirement” means a Participant's Separation from Service after the Participant has (i) been employed with the Bank for at least five (5) years and (ii) reached at least age 60.


(x)	“Separation from Service” shall mean the earliest date on which a Participant has incurred a “separation from service,” within the meaning of Section 409A(a)(2) of the Code, with the Bank. For purposes of the foregoing:

(1)

a Participant shall be considered to have incurred a Separation from Service with the Bank if the Participant dies, retires, or otherwise has a termination of employment with the Bank, and except as otherwise provided in applicable Regulations, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, so long as the individual retains a right to reemployment with the Bank under an applicable statute or by contract;

(2)

a Participant shall not be deemed to have incurred a termination of employment unless the Participant and the Bank reasonably anticipated that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Participant has been providing services to the Bank for less than thirty-six (36) months) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding twelve (12) month period (or the full period of services to the Bank if the Participant has been providing services to the Bank for less than twelve (12) months);

(3)

for purposes of this paragraph (e), the term “Bank” shall mean the Bank and any affiliated bank, provided that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language “at least fifty percent (50%)” shall be used instead of “at least eighty percent (80%)” each time it appears in Section 1563(a)(1), (2), and (3) of the Code and in applying Treasury Regulation §1.414(c)-2 for purposes of determining trades or business (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least fifty percent (50%)” is used instead of “at least eighty percent (80%)” each place it appears in Regulation §1.414(c)-2; and

(4)

where, as part of a sale or other disposition of assets by the Bank to an unrelated service recipient, a Participant would otherwise experience a Separation from Service, the seller and the buyer may specify whether the Participant providing the services to the seller immediately before the asset purchase transaction and providing services to the buyer after and in connection with the asset purchase transaction has experienced a Separation from Service, provided that the asset purchase transaction results from bona fide, arm's length negotiations, all Participants providing services to the seller immediately before the asset purchase transaction and providing services to the buyer after and in connection with the asset purchase transaction are treated consistently for purposes of applying the provisions of any nonqualified deferred compensation plan, and such treatment is specified in writing no later than the closing date of the asset purchase transaction.

III. ADMINISTRATION

3.1 The Plan shall be administered by the Committee. In addition to any authority granted from time to time to the Committee by the Board, the Committee shall have the authority to: (a) prescribe, amend and rescind Plan rules, regulations and procedures consistent with the Plan; (b) approve Performance Goals and Performance Periods (subject to Board approval); (c) determine from time to time the eligibility of employees of the Bank for participation in the Plan; (d) delegate from time to time the performance of functions in connection with the administration of the Plan to such person or persons as it deems appropriate; and (e) take all other action necessary or appropriate for the administration of the Plan. All such actions by the Committee shall also be consistent with the terms and provisions of the Plan.

3.2 The Committee shall operate and administer the Plan, for purposes of applying the provisions of Section 409A of the Code, by adhering to the following rules:


(a)	Separate Payments. Each separately identified amount to which the Participant is entitled under the Plan shall be treated as a “separate payment.”

(b) Right to a Series of Separate Payments. To the extent permissible under Section 409A of the Code, any series of installment payments under the Plan shall be treated as a “right to a series of separate payments.”

(c) Short-Term Deferral Exception. Unless otherwise required to comply with Section 409A of the Code, a payment shall not be treated as a “deferral of compensation” (as such term is described in §1.409A-1(b) of the Regulations) if the Participant actually or constructively receives such payment no later than within two and one-half (2½) months after the end of the later of the taxable year of the Participant or Bank in which the payment is no longer subject to a “substantial risk of forfeiture” (as such term is described in §1.409A-1(d) of the Regulations).

(d) Separation Pay Exception. Unless otherwise required to comply with Section 409A of the Code, a payment shall not be treated as a “deferral of compensation” (as such term is described in §1.409A-1(b) of the Regulations) if such payment satisfies the following requirements:


(1)	the payment is being paid or provided due to the Separation from Service of the Participant, provided, however, the Separation from Service was due to “involuntary termination” of the Participant by the Bank;


(2)	the payment being paid or provided does not exceed two (2) times the lesser of:


(A)	the Participant's annualized compensation from the Bank for the calendar year in which the involuntary termination of the Participant's employment occurs; and


(B)	the maximum dollar amount that may be taken into consideration under a qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which the involuntary termination of the Participant's employment occurs; and


(3)	the payment is required under the Plan to be paid no later than the last day of the second calendar year following the calendar year in which the involuntary termination of the Participant's employment occurs.

IV. ELIGIBILITY

4.1 Participants. Participants in the Plan for each Performance Period shall be the President and Chief Executive Officer (the “President”) and all members of the Bank's Executive Team. Participants will not include the Bank's Director of Internal Audit, who participates in a separate incentive compensation plan.

4.2 Committee Determinations. The eligibility of any Participant for any Performance Period is at all times determined in the sole discretion of the Committee and may be subject to such restrictions as the Committee may in its sole discretion from time to time determine. Restrictions on one Participant's eligibility need not be applicable or the same as restrictions applicable to any other Participant's eligibility. Any Participant may be removed as an active Participant by the Committee effective as of any date.

4.3 Interim Hires. Employees who are hired into an eligible position by August 31 of a Plan Year shall be eligible for participation in the Plan and shall be eligible to receive a prorated Incentive Award based on the number of full months of employment completed in the Performance Period. Employees who are hired into an eligible position on or after September 1 of a Plan Year will only be eligible to participate for that Plan Year if specifically nominated by the President and shall receive a prorated Incentive Award.


V.	AWARDS AND EXTRAORDINARY EVENT ADDITIONS AND REDUCTIONS.

5.1 Performance Goals. As of the beginning of each Performance Period, the Committee, with the approval of the Board for the President & CEO, shall establish the performance criteria, performance objectives, performance targets, and target values (collectively, the “Performance Goals”) consistent with the purposes of the Plan, as determined in the sole discretion of the Committee and the Board, for each Performance Period, Deferral Period, and Gap Year Performance Period, as set forth in such worksheets and tables approved by the Committee, and such worksheets and tables shall be deemed to be an integral part of this Plan.

(a)Establishment of Performance Goals. Performance Goals for Performance Periods, Deferral Periods, or Gap Year Performance Periods commencing on and after January 1, 2013, will be communicated to Participants as soon as practicable following the beginning of each Performance Period by the Bank's Human Resources Department in a written notification (“Notification”) sent to each Participant in this Plan for that Performance Period. The Notification shall indicate for that Performance Period: (i) the Performance Goals applicable to each performance category for such Performance Period; and (ii) such other information as may be relevant to such Performance Period. The Committee, with the approval of the Board, shall have the discretion to specify any rules or provisions that may be applicable to any Participant or Performance Period. The Committee may, from time to time thereafter, make appropriate adjustments in Performance Goals to reflect an Extraordinary Event or other major unforeseen transactions, events or circumstances which in the Committee's opinion alter or affect such goals or the basis or assumptions upon which such goals were determined.

(b)Considerations in Establishing Performance Goals. In determining appropriate Performance Goals and the relative weight to be accorded to each Performance Goal, the Committee shall:

(i) Balance risk and financial results in a manner that does not encourage Participants to expose the Bank to imprudent risks;

(ii) Make such determination in a manner designed to ensure that Participants' overall compensation is balanced and not excessive in amount and that the Annual Awards, Deferred Awards, and Gap Year Awards are consistent with the Bank's policies and procedures regarding such compensation arrangements; and

(iii) Monitor the success of the Performance Goals and weighting established in prior years, alone and in combination with other incentive compensation awarded to the same Participants, and make appropriate adjustments in future calendar years as needed so that payments appropriately incentivize Participants and reflect risk.

5.2 Awards. For each Plan Year, the Committee will approve award opportunities for eligible Participants other than the President & CEO, whose award opportunities will be approved by the Board. Such Awards may be Annual Awards, Deferred Awards, or Gap Year Awards. Each Incentive Award will be equal to a percentage of the Participant's annual base salary. A Participant who is transferred, promoted, or demoted during a Performance Period may receive a prorated Incentive Award based on the actual months worked in each position during the Performance Period.

5.3 Earning and Vesting of Annual and Deferred Awards; Conditions Affecting Final Incentive Award Determinations.

(a) Basic Determinations of Incentive Awards.

(i) As soon as practicable after the end of each Performance Period, the Committee shall determine the extent to which the Performance Goals for that period were achieved. Annual and Deferred Awards will become earned on the last day of their respective Performance Periods to the extent that achievement of the Performance Goals has been determined by the Committee to have occurred. Fifty percent of an Incentive Award will become earned on the last day of the Plan Year (an “Annual Award”). Participants must be employed by the Bank on the payment date of an Annual Award in order to be vested in such award. The remaining fifty percent of an Incentive Award will become earned on the last day of the Deferral Period (a “Deferred Award”). Payment of Annual Awards will be made in accordance with Section VII(b).

(ii) A Deferred Award is subject to change throughout the Deferral Period based on the Bank's performance and/or the occurrence of an Extraordinary Event over the Deferral Period. Because Incentive Awards are not earned and vested until the last day of a Performance Period, a Participant must have been employed on the last day of a Performance Period in order to be entitled to receive any Incentive Award that may have been earned, unless otherwise provided in this Plan or pursuant to a written employment agreement. Any Incentive Award hereunder may be reduced pro rata in the event that a Participant is absent from the Bank (other than for regular vacation) during a Performance Period whether through

approved leave or otherwise, Disability, leave under the Family and Medical Leave Act, a personal leave of absence, or military leave.

(iii) In calculating Incentive Awards, the Committee may interpolate, in their discretion, achievement levels that fall between threshold, target, and maximum Performance Goals.

(b) Conditions Affecting Final Incentive Award Determinations. Not-

withstanding Section 5.3(a), the Committee may in its discretion modify an Incentive Award for any Plan Year or Deferral Period for all Participants or for an individual Participant, as applicable under any of the following circumstances:

(i) Reduce or eliminate an Incentive Award if the Bank receives a composite “4” or “5” rating (or the equivalent in any successor rating system) in its FHFA examination in any calendar year in a particular Performance Period;

(ii) Reduce or eliminate an Incentive Award if the Board determines that a material safety and soundness problem, or a material risk management deficiency exists at the Bank; or if (A) operational errors or omissions result in material revisions to the Bank's financial results, information submitted to the FHFA, or to data used to determine Incentive Awards; (B) submission of material information to the Securities and Exchange Commission, the Office of Finance, or the FHFA is materially beyond any deadline or applicable grace period (other than as a result of events beyond the reasonable control of the Bank); or (C) the Bank fails to make sufficient progress, as determined by the Board, in the timely remediation of significant examination, monitoring, or other supervisory findings requiring attention;

(iii) The Deferred Award may be reduced for each year during the Deferral Period in which the Bank has negative net income;

(iv) With respect to individual Participants only, the Committee in its discretion may increase a Participant's Annual Award to account for a Participant's performance that is not captured in the Performance Goals applicable to the Participant; or

(v) With respect to individual Participants only, the Committee in its discretion may reduce or eliminate a Participant's Annual Award and/or Deferred Award under any of the following circumstances: (A) the Participant's job performance is rated less than “Meets Expectations”, either during a Performance Period or at the scheduled time of an Incentive Award payout; (B) the Participant becomes subject to any disciplinary action at the scheduled time of an Incentive Award payout; or (C) the Participant fails to comply with regulatory requirements or standards, internal control standards, the standards of his or her profession, any internal Bank standard, or fails to perform responsibilities assigned to the Participant under the Bank's Strategic Business Plan.

(c) President's Employment Contract. Notwithstanding the foregoing, payment to the President of any Incentive Award determined to be payable under this Plan shall be subject to the satisfaction of any conditions precedent to such payment that may be contained in any employment agreement between the President and the Bank, if applicable.

(d) Performance-Based Compensation. Further, notwithstanding any provision in this Article V to the contrary, the Committee shall take all reasonable actions to qualify compensation that will be paid upon the satisfaction of Performance Goals as Performance-Based Compensation.

5.4 Continuation of Prior Plan for Current Performance Periods; Special “Gap Year” Continuation of Prior Plan.

(a)Current Performance Periods. The 2011-2013 and the 2012-2014 performance periods under the Prior Plan (the “Current Performance Periods”) are still running and nothing in this Plan affects the application of the terms and conditions of the Prior Plan to award opportunities for such Current Performance Periods. All awards for Current Performance Periods will be determined under and governed by the terms of the Prior Plan for all Participants. Awards for Current Performance Periods are not subject to the deferral provisions of this Plan. The terms and conditions of this Plan will not apply to the Current Performance Periods except as provided in this Section 5.4(a).

(b) “Gap Year” Background. The Board has determined it is appropriate to make a special one-time Incentive Award (a “Gap Year Award”) opportunity for Participants solely for the period from January 1, 2013 through December 31, 2015 (the “Gap Year Performance Period”) to address a gap in payment of long-term incentive compensation in calendar year 2016 that will arise as a result of the planned discontinuation of the Prior Plan and the implementation of this Plan. The Gap Year Award opportunity will be provided by the continuation of the Prior Plan with respect to Participants under this Plan, solely for the Gap Year Performance Period.

(c) Earning and Vesting of Awards. All Gap Year Awards will be determined under and governed by the terms of the Prior Plan for all Participants. Gap Year Awards are not subject to the deferral provisions of this Plan. Notwithstanding Sections 5.2 and 5.3, a Gap Year Award will become earned and vested over a three-year period beginning on January 1, 2013 and ending on December 31, 2015 (the “Gap Year Performance Period”). Gap Year Awards will become fully earned and vested on the last day of the Gap Year Performance Period to the extent that the Committee determines the Performance Goals for that period were achieved.

VI. VESTING

Except as provided below, if a Participant is actively employed by the Bank at the end of the Performance Period he shall be vested at the end of such Performance Period in such Participant's benefits under the Plan for that Performance Period as calculated pursuant to Section 5.3

If a Participant dies, becomes Disabled, or Retires on a date that is not more than eighteen (18) months before the end of a Deferral Period, such Participant shall be vested at the end of the corresponding Deferral Period in the Deferred Award he would have received had his employment with the Bank continued to the end of the Deferral Period, multiplied by a fraction, the numerator of which is the number of full months he was employed by the Bank during the Deferral Period (excluding any period of Disability in excess of three months), and the denominator of which is the total number of months in the Deferral Period. For purposes of clarity, if a Participant dies, becomes Disabled, or Retires on a date that is more than eighteen (18) months before the end of a Deferral Period, then such Participant shall not be vested in any benefits or rights under this Plan for such Deferral Period.

In the event of: (i) a Change of Control; or (ii) a termination of the Participant's employment by the Participant for Good Reason, the Participant shall be fully vested in any Incentive Award to the extent an award is applicable at the end of the corresponding Performance Period. Pursuant to Article IV, in the event of a Change of Control, the Committee, in its sole discretion and subject to Board approval, may make such adjustments and changes to the Performance Criteria and Performance Period as it may deem appropriate in the circumstances.

VII. BENEFITS

(a) Benefit Value. The benefits to a Participant under the Plan will be the amount determined by multiplying the Participant's base salary in effect on the last day of the Performance Period or the last day of the Participant's employment, as the case may be, by the multiplier determined in accordance with the Performance Goals based upon the achievement of the Performance Goals as established and determined by the Committee; provided, however, that notwithstanding that the Committee has made a determination that the Performance Goals for a Performance Period have been achieved, the Committee in its sole discretion shall determine whether an award shall be made to Plan Participants for such Performance Period without the consent of any Participant. The Committee also may, to the extent it deems appropriate in its sole discretion, which shall be conclusive and binding upon all parties concerned, make awards or adjust awards, including making no awards, to compensate for or reflect any Extraordinary Event or other significant changes which may have occurred during the Performance Period which alter the basis upon which the Performance Goals were determined or otherwise. Immediately following the completion of the Performance Period and the determination of the award benefit by the Committee, each eligible Participant will become vested in such benefit in accordance with the vesting rules in Article V.

(b) Time of Payment. Except as otherwise provided for herein, payments due hereunder for vested benefits will be made within two and one-half (2-½) months following the end of the Performance Period in which such benefits vested.

(c) Form of Payment. A Participant will receive a distribution from the Plan in the form of a lump sum. The Committee may prescribe such rules as it deems necessary regarding the payment of benefits.

(d) Payment Deferral. Notwithstanding the foregoing, a Participant may elect to defer the receipt of all or any amount of any Incentive Award under the Plan and to have such amount credited to an account under and paid according to the terms of the Federal Home Loan Bank of Chicago Post 2004 Benefit Equalization Plan. Election of such deferral shall be subject to the following rules:

(i) An election to defer all or any portion of an Annual Award must be made pursuant to the Benefit Equalization Plan Deferral Election Form provided to Participants by the Bank with respect to such Annual Award and shall be made prior to the commencement of the Performance Period to which the election applies; and

(ii) An election to defer all or any portion of a Deferred Award must be made pursuant to the Benefit Equalization Plan Deferral Election Form provided to Participants by the Bank with respect to such Deferred Award and shall be made prior to the commencement of the Performance Period to which the election applies.

VIII. DESIGNATION OF BENEFICIARY

In the event of the death of a Participant, all benefits to which that Participant is entitled but which are unpaid at the time of his death shall be paid to the beneficiary or beneficiaries of that Participant who are designated in writing by the Participant on a form provided by, filed with and accepted by the Bank, or in the absence of any such designation, to the beneficiary or beneficiaries of that Participant who are entitled to receive the benefits of that Participant which are payable under the qualified defined benefit pension plan sponsored by the Bank or its successor plan.

IX. AMENDMENT OR TERMINATION OF PLAN

The Bank may terminate, amend or modify this Plan at any time and from time to time; provided, however, any such termination, amendment or modification may not divest any Participant of any of his benefits under this Plan which are vested as of the date of such termination, amendment or modification.

(a)General Rule. The Bank reserves the right to terminate or amend this Plan at any time and from time to time; provided, however, that except as otherwise provided in Section (b) of this Article VII, no termination or amendment of the Plan shall accelerate the payment of benefits under the Plan in violation of Section 409A of the Code. To the extent that the Committee does not accelerate the timing of distributions on account of the Plan termination, payment of any remaining benefits under the Plan shall be made at the same time and in the same form as such distribution would have been based upon the most recent effective election made by the Participant as in effect at the time of the Plan termination.

(b)Terminations and Liquidations Subject to Certain Conditions. To the extent otherwise permitted by Section 409A of the Code and the Regulations thereunder, the Bank may terminate and liquidate the Plan if the following requirements are met:


(1)	the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank;

(2)

the Bank terminates and liquidates all plans, agreements, methods, programs and other arrangements sponsored by the Bank that would be aggregated with any terminated and liquidated plans, agreements, methods, programs and other arrangements under §1.409A-1(c) of the Regulations if the Participant had deferrals of compensation under such plans, agreements, methods, programs and other arrangements;


(3)	no payments in liquidation of the Plan are made within twelve months (12) of the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan, other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not been taken;


(4)	all payments are made within twenty-four (24) months of the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan; and


(5)	the Bank does not adopt a new plan that would be aggregated with any terminated and liquidated plan under applicable Treasury Regulations if the same Participant was a employee in both plans, at any time within three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan.

(c) Compliance with Code Section 409A. This Plan shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the Committee, in its sole discretion and without the consent of any Participant or beneficiary may amend the provisions of the Plan if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the applicable requirements of Section 409A of the Code.


X.	LIMITED RESTRICTIONS ON SETTING ASIDE OR RESERVING ASSETS

Notwithstanding the foregoing provisions in this Plan to the contrary, if the Participant is an “applicable covered employee” (defined below), then no amounts or benefits due a Participant shall be transferred to a trust or otherwise set aside or reserved pursuant to any other arrangement during any “restricted period” (defined below) with respect to the qualified defined benefit plan sponsored by the Bank or its successor plan. For these purposes:

(a)Restricted Period. The term “restricted period” means (1) any period during which the qualified defined benefit plan sponsored by the Bank or its successor plan is in “at-risk status” (as defined in Section 430(i) of the Code), (2) any period in which the sponsor of the qualified defined benefit plan is a debtor in a case under Title 11, United States Code, or similar Federal or State law, and (3) the twelve (12) month period beginning on the date which is six (6) months before the termination date of the qualified defined benefit plan if, as of the termination date, the assets of the qualified defined benefit plan are not sufficient for pay all benefit liabilities (within the meaning of Section 4041 of ERISA) under the qualified defined benefit plan;

(b)Applicable Covered Participant. The term “applicable covered participant” means any (1) covered participant of the sponsor of the qualified defined benefit plan, (2) covered participant of any member of a controlled group that includes the sponsor of the qualified defined benefit plan, and (3) former employee who was a covered employee at the time of termination of employment with the sponsor of the qualified defined benefit plan or any member of a controlled group that includes the plan sponsor; and

(c) Covered Participant. The term “covered participant” means an individual described in Section 162(m)(3) of the Code or an individual subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934.

XI. GENERAL PROVISIONS

(a) No Right of Continued Employment. Nothing contained in the Plan shall give any Participant the right to be retained in the employment of the Bank or affect the right of the Bank to dismiss any Participant.

(b) No Right to Continued Participation or Payments. The participation in this Plan by a Participant for a particular Performance Period shall not guarantee a Participant the right to participate in the Plan in any subsequent Performance Periods. The payment of any Plan benefits for any Performance Period shall not guarantee a Participant the right to receive any such award or benefits for any subsequent Performance Period.

(c) No Right of Transfer. The interests of persons entitled to benefits under the Plan are not subject to their debts or other obligations and, except for tax withholding requirements or as otherwise specifically provided herein, may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered.

(d) Withholding for Taxes. The Bank shall have the right to deduct from all amounts paid under this Plan any taxes required by federal, state or local law to be withheld with respect to such payments.

(e) Special Compensation. Except as otherwise provided by law, benefits received under the Plan shall not be included or taken into account in determining benefits under pension, retirement, profit sharing, group insurance, or any other benefit plan maintained by the Bank, unless so provided in such plan. Neither the Bank nor the Committee guarantee in any way the deferral of tax liability if a Participant defers the payment of Plan benefits.

(f) Law to Govern. All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with applicable Federal law.

(g) Funding of Benefits. Benefits payable hereunder to or on account of any Participant shall be paid directly by the Bank from its general assets. The Bank shall not be required to segregate on its books or otherwise set aside any amount to be used for the payment of benefits under this Plan.

(h) Interpretation. The Committee shall have the sole and complete authority to interpret the provisions of and decide all disputes arising under the Plan, which interpretations and decisions shall be final and binding on all parties having any interests arising under or by virtue of the Plan.

(i) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

(j) Litigation. If any Participant, former Participant or beneficiary shall bring a suit or proceeding against the Committee or the Bank, or if any dispute shall arise as to the person or persons to whom payment or delivery of any funds shall be made by the Bank, the costs (including attorneys' fees) to the Bank of defending the action, where the result is adverse to the complainant, or pursuant to the authorization of the court or other forum in which the suit or proceeding is brought, shall be charged against

the Plan benefits of the applicable Participant, former Participant or beneficiary, and only the excess of such Plan benefits, if any, over the amount of such costs shall be payable by the Bank.

(k) Effective Date. The Plan shall be effective beginning January 1, 2013 until modified or revoked by the Bank.

(l) Federal Housing Finance Agency. This Plan shall be maintained in accordance with and is subject to FHFA regulations and policies.

APPROVED BY THE BOARD OF

DIRECTORS THIS 29TH DAY OF

JANUARY, 2013

/s/ Peter E. Gutzmer

Its Corporate Secretary