FHLBank San Francisco 2009 PRESIDENTSINCENTIVE PLAN

Exhibit 10.2

FHLBank San Francisco

2009 PRESIDENT’S INCENTIVE PLAN

PLAN PURPOSE

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

PLAN OBJECTIVES

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

ELIGIBILITY

The 2009 participant is the Bank President.

The Bank President must be employed by the Bank through December 31^st to be eligible for an incentive award under the 2009 plan. A Bank President hired, promoted, or who takes a leave of absence during the plan year is eligible to participate on a pro-rata basis.

INCENTIVE GOALS AND MEASURES

Incentive Goals

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

The four Bank goals for 2009 are:

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

Actual achievement of Bank goals is subject to adjustment for changes resulting from movements in interest rates, changes in financial strategies or policies, any significant change in Bank membership, as well as other factors determined by the Board.

Incentive Goal Achievement Measures

The plan rewards levels of goal achievement, as follows:

The percentages above represent aggregated achievement levels, not percentages of base pay.

INCENTIVE AWARD POOL

The Board approves an incentive award pool for the Bank’s executive officers at the beginning of the plan period. A portion of the award pool may be allocated to the Bank President at the end of the plan period based upon overall goal achievement levels.

AWARD DETERMINATION

Any award will be based on success in achieving the individual and Bank goals, and on the overall performance of the President, and is at the sole discretion of the Board of Directors. At yearend, accomplishments will be assessed and a percentage of achievement will be determined for each goal.

For each goal, the percentage of achievement will be multiplied by the applicable weights. Each weighted achievement will then be added to determine the total weighted achievement. The basis for any 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.

APPROVAL OF INCENTIVE AWARDS

The incentive award is approved by the Board of Directors prior to payment. The Board of Directors has full discretion to approve any award, including an award for achievement below 75% total weighted achievement. Awards will be considered by the Board of Directors at the January 2010 Board meeting or as soon thereafter as reasonably practicable.

PLAN ADMINISTRATION AND IMPLEMENTATION

The Board of Directors oversees the administration and interpretation of the Plan.

Payments under this plan are subject to approval by the Board of Directors. Any awards will be distributed as soon as administratively possible following the effective date of Board approval. All compensation and incentive plans are subject to review and revision at the Bank’s discretion. Such plans are reviewed regularly to ensure they are competitive and equitable. Executive Officer compensation and benefit programs are subject to Federal Housing Finance Agency review and oversight, and payments made under such programs may be subject to the Agency's approval under applicable laws and regulations in effect from time to time.

EXHIBIT A

2009 Risk Management Goal [Segment Weight = 50%]

Qualitative assessment at yearend by Board of Directors.

2009 Potential Dividend Spread Goal

2009 Community Investment Goal

2009 Advances Volume Goal

2009 President Goal Weights