FEDERAL HOME LOAN BANK OF SAN FRANCISCO RESOLUTION December 14, 2011

RESOLVED, that the Board of Directors of the Federal Home Loan Bank of San Francisco hereby approves the 2012 Board of Directors Compensation and Expense Reimbursement Policy attached as Exhibit A.

The Board of Directors of the Federal Home Loan Bank of San Francisco hereby establishes the following Compensation and Expense Reimbursement Policy for 2012.

To provide the Directors with reasonable compensation for the performance of their duties as members of the Board of Directors and the amount of time spent on official Bank business, the Bank will pay service and meeting fees to each member of the Board of Directors in accordance with the applicable position held by the Director as set forth below.

Service fees for the above positions will be paid for continuous service as a Bank director.

The annual service fee will be pro-rated and paid with the meeting fee, if applicable, at the conclusion of each two-month service period on the Board of Directors (i.e., month-end February, April, June, August, October and December). If a director holds more than one position on the Board, during any applicable payment period, the director's service fee for that period will be calculated based on the position that pays the highest service fee, and will be pro-rated for the number of days the director held that position during the applicable payment period. Any member of the Board of Directors who joins or leaves the Board between service fee payments will receive a pro rata service fee for the number of days the director was on the Board during the service period. Additionally, each director will receive a meeting fee of $8,400 for attending any portion of five of the six regularly scheduled two-day Board meetings.

A Board member may receive a meeting fee for participation in one regularly-scheduled Board meeting by telephone.

No other fee will be paid for participation in meetings of the Board or committees by telephone or participation in other Bank or Federal Home Loan Bank System activities.

The President of the Bank is authorized to interpret this Policy, as necessary, according to applicable statutory, regulatory and policy limits.

The Bank will reimburse Directors for necessary and reasonable travel, subsistence and other related expenses incurred in connection with the performance of their official duties, which may include participation in meetings or activities for which no fee is paid.

For expense reimbursement purposes, Directors' “official duties” include:

Each Director is responsible for making his or her own travel arrangements to attend meetings and other events for which expenses may be reimbursed.

Expenses reimbursable for Directors are the same as the expenses reimbursable for senior officers under the Bank's Reimbursement and Travel Expense Policy, except that Directors may not be reimbursed for gift or entertainment expenses.

To be reimbursed for allowable expenses, a Director must complete a statement itemizing the expenses within 30 days of completion of any covered trip or activity. The statement, prepared on the Director's letterhead, must be submitted to the Bank's Assistant Corporate Secretary and must include the following information:

The Bank will maintain records of (i) Directors' attendance at meetings of the Board and Board committees; (ii) total compensation paid; and (iii) expenses reimbursed.