2009 Executive Performance Unit Plan



 Exhibit 10.3 
 FHLBANK San Francisco 
 2009 Executive Performance
Unit Plan 
 Summary Description 
 PLAN PURPOSE 
 To optimize the Bank’s performance in accomplishing
Board-approved goals. 
 PLAN OBJECTIVES 
 To motivate key executives to position the Bank to exceed specified long-term Bank goals that directly support the business plan and long-term strategic plan. To attract and retain outstanding executives
by providing a competitive total compensation program, including a cash-based long-term incentive reward opportunity tied to the performance of the Bank against specified performance measures. 
 PARTICIPANTS 
 Participants
are key executives whose performance has a major impact on the Bank’s success. Participants are the incumbents in the Bank’s senior officer positions, including: 
 President 
 Executive Vice President 

			
	Senior Vice Presidents	 	(excluding the Senior Vice President, Enterprise Risk Management & Director of Internal Audit – participates in the Audit Performance Unit
Plan)

 PERFORMANCE PERIOD 
 The Performance Unit Plan (EPUP) pays incentive awards related to the achievement of Bank performance over a three-year performance period. The 2009 EPUP is effective January 1, 2009, and is based on
performance from January 1, 2009, through December 31, 2011. 
 PERFORMANCE METRICS 
 Performance metrics balance financial, member, and risk management objectives, focusing on achievement of Potential Dividend Spread and Risk Management
goals. Potential Dividend Spread will be weighted 50% and Risk Management will be weighted 50%. Target performance levels reflect long-term performance expectations. Unlike the President’s Incentive Plan (PIP) and Executive Incentive Plan
(EIP), participants do not have an individual goal under the EPUP. 
  

	1.	3-Year Average Potential Dividend Spread: Potential Dividend Spread is the primary measure the Bank uses to determine total rate of return to shareholders. The
target Potential Dividend Spread has been set at 2.50% and represents the projected average for the performance period (January 1, 2009, through December 31, 2011). The target Potential Dividend Spread is consistent with the Bank’s
Strategic Plan forecast and reflects the Bank’s continued mission-consistent focus on member’s mortgage finance business. Threshold (75% of plan) Potential Dividend Spread has been set at 2.00%, 150% of target has been set at 3.00% and
200% of target has been set at 3.50%. 

  

	2.	3-Year Average Risk Management: Risk Management is based on the 3-year average of the actual Risk Management goal achievement levels under the 2009, 2010, and
2011 annual incentive plans, and will be set at the end of the performance period. 

 Actual achievements of performance
metrics are subject to adjustment for changes resulting from movements in interest rates, changes in financial strategies or policies, as well as other factors determined by the Board for which management should not receive credit or be held
accountable. 







 EPUP ACHIEVEMENT MEASURES 
 The Executive Performance Unit Plan rewards four levels of performance achievement, as follows: 
  

			
	Achievement Level	 	Measure Definition
		
	Threshold (75%)	 	Minimum level of performance that must be achieved for awards to be paid.
		
	Target (100%)	 	Performance that is expected under the Bank’s Plan.
		
	150% of Target	 	An optimistic achievement level that exceeds levels forecasted from expected business.
		
	200% of Target	 	The most optimistic achievement level that far exceeds levels forecasted from expected business.

 AWARD DETERMINATION 
 An award is calculated and paid in whole or part at the end of the 2009 plan term (during the first quarter of 2012). Awards earned are based on the level at
which the 3-year performance goals have been achieved. Final awards will be prorated for participants promoted or hired into an eligible position during the performance period, and for participants who take a leave of absence during the performance
period. Target payouts for the January 1, 2009, through December 31, 2011, performance period are presented on the following page. Note that the percentages of award opportunity provided below are not the award percentages of base
salary. See the formula on the next page for payout percentages. 
  

														
	 Potential Dividend Spread Goal
 (3 Yr. Avg.)
	 	 	 Risk Management Goal
 (3 Yr. Avg.) 1
	 
	  	  	  	 	 	% of Award
Opportunity	 	 	  	    	  	  	% of Award
Opportunity	 
	Threshold	  	2.00	% 	 	25	% 	 	Threshold	    		  	25	% 
	Target	  	2.50	% 	 	50	% 	 	Target	    		  	50	% 
	150% of Target	  	3.00	% 	 	75	% 	 	150% of Target	    		  	75	% 
	200% of Target	  	3.50	% 	 	100	% 	 	200% of Target	    		  	100	% 
	
	 Notes:
  
 1 Performance levels for risk management will be based on the average of the actual 3-year performance during the 3-year EPUP period.
	   
 
   


 Award payouts may be modified up or down at the Board’s discretion (+/- 25% of the dollar award
derived from the table) to account for performance that is not captured in the performance metrics. Performance below the threshold achievement level for either measure normally will not result in an incentive award. 
 AWARD OPPORTUNITY 
 Individual EPUP targets for each plan year are established annually for each participant at the beginning of each calendar year. Target award levels are stated below as a percentage of the February 1st base salary at the beginning of the performance period. 







 Award Range Scale (some % rounded) 
 2009 Plan Year – EPUP Payout as % of 2009 Base Salary (as of February 1st) 
  

													
	Position Level	  	Threshold1	 	 	Target2	 	 	150% of Target3	 	 	200% of Target4	 
	 President
	  	25	% 	 	50	% 	 	75.0	% 	 	100	% 
	 Executive Vice President
	  	20	% 	 	40	% 	 	60.0	% 	 	80	% 
	 Senior Vice Presidents
	  	18	% 	 	35	% 	 	52.5	% 	 	70	% 

 Notes: 
 1 – 50% of target payout; based on achieving 2.00% Potential Dividend Spread and the 3-year average of the actual risk management achievement levels during the period. 
 2 – 100% of target payout; based on achieving 2.50% Potential Dividend Spread and the 3-year average of the actual risk management achievement levels
during the period. 
 3 – 150% of target payout; based on achieving 3.00% Potential Dividend Spread and the 3-year average of the actual
risk management achievement levels during the period. 
 4 – 200% of target payout; based on achieving 3.50% Potential Dividend Spread and
the 3-year average of the actual risk management achievement levels during the period. 
 Awards will be considered by the Board of Directors at
the end of the 3-year performance period (during the first quarter of 2012) and are to be paid to participants in cash. 
 Example of how award would be calculated for a Senior Vice President for 2009 EPUP 
  

													
	 (50% weight)
 3 yr. Average Risk
 Management Level
 Achieved: (100% of Target)
	 	 }
	 	Percent of Target	 	 2009 Base
 Salary
	 	 Target EPUP Payout
 (% of Base Salary)
	 	 Payout % Based
 on Performance
	 	 EPUP Payment
 paid Q1 2012

	 (50% weight)
 3 yr. Average Potential
 Dividend Spread Achieved:
 (Maximum or 200%)
	 	 	Payout: 150%	 	 $280,000 X
	 	35% X	 	150% =	 	$147,000

 Payments under this plan are subject to approval by the Board of Directors. To be eligible for the
Executive Performance Unit Plan payment, participants must be employed with the Bank through the end of the 3-year performance period, except in the case of a voluntary normal retirement, a qualified long-term disability, or death. PUP awards will
be prorated for participants in position less than a full plan term, including participants who have a leave of absence greater than one month during the plan term. 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.