FHLBank San Francisco 2011 EXECUTIVE INCENTIVE PLAN

To optimize individual and Bank performance in accomplishing Board-approved goals and objectives.

To motivate Bank executives to exceed individual and Bank goals that support the business plan and long-term strategic plan. To attract and retain outstanding executives by providing a competitive total compensation program, including an annual incentive award opportunity.

Participants are Bank executives whose performance has a major impact on the Bank's success. The 2011 participants are the incumbents in the Bank's executive officer positions, including:

Participants must be employed by the Bank through December 31, 2011 to be eligible for an incentive award under the 2011 plan. Participants hired, promoted, or who have a leave of absence during the plan year are eligible to participate on a pro-rata basis. Participants hired or promoted on or after October 1^st may be eligible to participate during the current plan year at the discretion of the Board.

For each participant there are individual goals and Bank goals, which are weighted for each participant. The individual goals support the Bank-wide goals and objectives.

The three Bank goals for 2011 are:

An outline of the Bank and individual goal weights and measures is attached as Exhibit A.

The plan rewards levels of goal achievement, as follows:

The Board approves an incentive award pool for the Bank's executive officers at the beginning of the plan period. Portions of the pool may be allocated to plan participants at the end of the plan period based upon their overall goal achievement levels. The President and the Board of Directors have full discretion to modify any and all incentive payments.

Awards will be based on success in achieving individual and Bank goals. In the case of the three Bank goals, the same achievement levels apply to all participants. At yearend, accomplishments will be assessed and a percentage of achievement will be determined for each goal and any award determination will be at the discretion of the Board.

For each goal, the percentage of achievement will be multiplied by the applicable goal weights. Each weighted achievement will then be added to determine the total weighted achievement. The basis for each participant's award opportunity is total weighted achievement. Performance from 75-99% (threshold level) is below the target achievement level and, therefore, may result in an award less than one granted for achieving the target level. Performance below the threshold achievement level normally will not result in an incentive award. The Board of Directors has full discretion to modify any and all incentive payments. Modifications may be made, but are not limited to the following circumstances, if errors or omissions result in material revisions to the Bank's financial results, if information submitted to a regulatory or a reporting agency is untimely, or if the Bank does not make appropriate progress in the timely remediation of examination, monitoring, or other supervisory findings and matters requiring attention.

All incentive awards must be approved by the President and the Board of Directors prior to payment. The Board of Directors has the discretion to approve awards for achievement below 75% total weighted achievement. Award recommendations will be considered by the Board of Directors at the January 2012 Board meeting, or as soon thereafter as reasonably practicable.

The President is responsible for overseeing the administration and interpretation of the Plan.