FHLBank San Francisco 2012 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 Bank's mission and strategic plan. To attract and retain outstanding executives by providing a competitive total compensation program, including an annual incentive award opportunity.

Participants are Bank executive officers whose performance has a major impact on the Bank's success. The 2012 participants are the incumbents in the Bank's senior officer positions, including:

Participants must be employed by the Bank through December 31, 2012 to be eligible for an incentive award under the 2012 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 (See 2012 Short-Term Incentive Plan Goals and Measures) and objectives.

The plan rewards levels of goal achievement are as follows:

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. Total weighted achievement from Threshold achievement level (75-99%) is below the Meets achievement level and, therefore, results in an award less than one granted for achieving the Meets achievement level. Total weighted achievement 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. Incentive compensation reductions may be made, but are not limited to the following circumstances: (i) if errors or omissions result in material revisions to the Bank's financial results, information submitted to a regulatory or a reporting agency, or information used to determine incentive compensation payouts; (ii) if information submitted to a regulatory or a reporting agency is untimely; or, (iii) 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 any award, including an award for achievement below Threshold. Awards will be considered by the Board of Directors at the January 2013 Board meeting, or as soon thereafter as reasonably practicable.

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