Bankwide Incentive Compensation Plan



 Exhibit 10.12 
  
 BANKWIDE INCENTIVE COMPENSATION PLAN 
  
 FOR THE 
  
 FEDERAL HOME LOAN BANK OF ATLANTA 
  
 (Amended January 1, 2006) 
  

	I.	EFFECTIVE DATE OF PLAN 

  
 The Bankwide Incentive Plan (the “Plan”) of the Federal Home Loan Bank of Atlanta (the “Bank”) will be effective as of January 1,
1995. Incentive Compensation Awards (“Awards”) may be made for each Plan Year (January 1 to December 31) thereafter, in accordance with the provisions of the plan. 
  

	II.	PURPOSES 

  
 The purposes of the Plan are as follows: 
  

	 	A.	To increase employees’ commitment, involvement and knowledge of the Bank’s business objectives each year. 

  

	 	B.	To increase focus on the critical success factors, such as soundness, profitability, and growth, and the indicators of those factors, as well as the development of new and expanded
programs designed to effectively address the housing and community development needs of Bank members and the communities served. 

  

	 	C.	To encourage employees to contribute significantly to enhancing the profitability and success of the Bank by providing rewards for exceeding corporate objectives.


  

	III.	ADMINISTRATION 

  
 The Board of Directors of the Bank (the “Board”) is ultimately responsible for the Plan. Unless otherwise provided herein, the Plan shall be
administered under the direction of the Human Resources Committee of the Board (the “Committee”), which has authority and responsibility to construe, administer, and interpret the Plan as approved by the Board. Except as otherwise
determined by the Board, any decision made or action taken by the Committee arising out of, or in connection with, the construction, administration, or interpretation of the Plan shall lie within the Committee’s absolute discretion and will be
conclusive and binding upon all persons. 
  


					
	Bank-wide Incentive Plan	 	Item 3.b.3	  	 










 Bankwide Incentive Compensation Plan 
 Page 2 
  

 Each Plan Year, the Committee shall have the following responsibilities, subject to final approval by
the Board: 
  

	 	A.	To identify the number of eligible participants and potential payouts in the Plan. 

  

	 	B.	To establish the plan goals and determine the potential Awards or incentive opportunity that might be paid to participants of the Plan in the event that the plan goals are achieved.


  

	 	C.	To recommend to the Board any exception to the documented Plan guidelines as they relate to Participant eligibility, actual award amounts, overall performance of an individual
Participant, level of goal achievement, or any other aspect of the Plan administration. 

  
 After approval by the Committee and Board, the Bankwide Incentive Compensation Plan Management Committee (the “Management Committee”) will be
empowered by the Committee to administer the Plan. The Management Committee shall be composed of the President, the Director of Human Resources, and/or other Senior Officers as designated by the President. 
  
 The President shall be appointed as the Chairman of the Management
Committee. The President shall ensure that the Plan is administered in a timely and effective manner. He shall report findings and conclusions regarding the Plan’s operation and recommended Awards to the Committee, who shall, in turn, report
these findings and recommendations to the Board of Directors for final approval. 
  
 Any costs incidental to the administration of the Plan shall be borne by the Bank and shall not be charged to the amount available for Awards in any Plan Year. 
  

	IV.	BASIS FOR INCENTIVE AWARD DETERMINATION 

  
 At the beginning of the Plan year, objective(s) will be established and recommended by the Management Committee to the Committee and Board. The
objective(s) shall be designed to be attainable, but not without significant effort. 
  


					
	Bank-wide Incentive Plan	 	Item 3.b.3	  	 










 Bankwide Incentive Compensation Plan 
 Page 3 
  


	V.	PARTICIPANT ELIGIBILITY 

  
 Eligible employees shall include all employees whose employment began on any day during the plan year, who are not participants in any other Bank
incentive plan, with eligibility beginning on the date of hire. In addition, no employee of the Bank will be eligible for a payout in the event of any documented performance deficiency, which renders his or her overall performance as unsatisfactory
during the Plan Year. 
  

	VI.	INCENTIVE OPPORTUNITIES AND AWARD PAYMENTS 

  
 The level of incentive opportunity will be established for each plan year and may include a minimum, target, and maximum incentive opportunity. At the
conclusion of each Plan Year, the Management Committee shall recommend to the Committee and the Board the Award to be paid to plan participants for that Plan Year based on consideration of corporate performance against the stated objectives.
Payments of Awards under the Plan shall be made as soon as possible after the close of each Plan Year. 
  
 The basis of compensation to be used in calculating incentive compensation awards will include regular base pay earned during the year, plus overtime
earned during the year, less deductions for sick leave. Appropriate provisions shall be made for any taxes that the Bank determines are required to be withheld from any Awards under the applicable laws or other regulations of any governmental
authority, whether Federal, state, or local. 
  
 If a participant
terminates his/her employment with the Bank for any reason during the Plan Year, or after the Plan Year but before the Award payout, he/she forfeits all rights to any Award for that Plan Year. 
  
 Each payment of an Award shall be from the general assets of the Bank.

  

	VII.	TERMINATION OR AMENDMENT 

  
 The Plan, in whole or in part, may at any time or from time to time be amended, suspended, or reinstated and may at any time be terminated by action of
the Board. 
  
 No amendment, suspension, or termination of the
Plan by the Board shall, without the consent of the participant, affect the rights of the participant to any Award previously granted which (i) shall not yet have been paid to the participant, and (ii) has not been forfeited by the
participant. 
  


					
	Bank-wide Incentive Plan	 	Item 3.b.3	  	 










 Bankwide Incentive Compensation Plan 
 Page 4 
  


	VIII.	 MISCELLANEOUS PROVISIONS 

  

	 	A.	Neither the adoption of the Plan nor its operation shall in any way affect the right and power of the Bank to dismiss, or otherwise terminate the employment of any employee at any
time, for any reason, with or without cause. 

  

	 	B.	When appropriate in the context, words in the masculine shall include the feminine, and vice versa; and words in the singular shall include the plural and vice versa.


  

	 	C.	The Plan shall be governed by the law of the State of Georgia, except when superseded by the laws of the United States. 

  
 END OF PLAN 
  


					
	Bank-wide Incentive Plan	 	Item 3.b.3