Exhibit






Exhibit 10.22
























Federal Home Loan Bank of Dallas


Omnibus Incentive Plan












FEDERAL HOME LOAN BANK OF DALLAS
OMNIBUS INCENTIVE PLAN
TABLE OF CONTENTS
	
				
	 
	 
	PAGE
	


	 
	 
	 

	Article I INTRODUCTION
	1
	


	 
	 
	 

	Section 1.1
	Purpose
	1
	


	Section 1.2
	Effective Date
	1
	


	Section 1.3
	Administration
	1
	


	Section 1.4
	Supplements
	1
	


	Section 1.5
	Definitions
	1
	


	 
	 
	 

	Article II ELIGIBILITY AND PARTICIPATION
	2
	


	 
	 
	 

	Section 2.1
	Eligibility and Participation
	2
	


	 
	 
	 

	Article III AWARDS
	2
	


	 
	 
	 

	Section 3.1
	Awards
	2
	


	Section 3.2
	Performance Goals
	3
	


	Section 3.3
	Earning and Vesting of Awards for Participants
	4
	


	Section 3.4
	Special Gap Year and Make-Whole Awards for Participants
	5
	


	Section 3.5
	Effect of Termination of Service
	5
	


	Section 3.6
	Effect of Reorganization
	6
	


	Section 3.7
	Payment of Awards
	7
	


	Section 3.8
	Reduction or Forfeiture of Awards
	8
	


	 
	 
	 

	Article IV ADMINISTRATION
	9
	


	 
	 
	 

	Section 4.1
	Appointment of the Committee
	9
	


	Section 4.2
	Powers and Responsibilities of the Committee
	9
	


	Section 4.3
	Income and Employment Tax Withholding
	9
	


	Section 4.4
	Plan Expenses
	9
	


	 
	 
	 

	Article V BENEFIT CLAIMS
	10
	


	 
	 
	 

	Article VI AMENDMENT AND TERMINATION OF THE PLAN    10    
	10
	


	 
	 
	 

	Section 6.1
	Amendment of the Plan
	10
	


	Section 6.2
	Termination of the Plan
	10
	


	 
	 
	 

	Article VII MISCELLANEOUS
	10
	


	 
	 
	 

	Section 7.1
	Governing Law
	10
	


	Section 7.2
	Headings and Gender
	10
	


	Section 7.3
	Spendthrift Clause
	10
	


	Section 7.4
	Counterparts
	11
	


	Section 7.5
	No Enlargement of Employment Rights
	11
	


	Section 7.6
	Limitations on Liability
	11
	


	Section 7.7
	Incapacity of Participant
	11
	


	Section 7.8
	Evidence
	11
	







i





        
	
				
	 
	 
	PAGE
	


	 
	 
	 

	Section 7.9
	Action by Bank
	11
	


	Section 7.10
	Severability
	11
	


	Section 7.11
	Information to be Furnished by a Participant
	12
	


	Section 7.12
	Binding on Successors
	12
	





APPENDIX I 2017 PERFORMANCE PERIOD GOALS & AWARDS
APPENDIX II 2017-2019 Performance Period Goals & Awards Addressing Special Gap Year & 2017 Make Whole Awards




ii






 




ARTICLE I


INTRODUCTION


		
	Section 1.1
	Purpose.  The purpose of the Federal Home Loan Bank of Dallas Omnibus Incentive Plan (the “Plan”) is to attract, retain and motivate executive officers of the Federal Home Loan Bank of Dallas (the “Bank”) and to focus their efforts on achieving the Bank’s business goals while maintaining the Bank’s safety and soundness.  The Plan is a cash-based incentive plan that provides award opportunities based on achievement of specified performance goals.




		
	Section 1.2
	Effective Date.  The “Effective Date” of the Plan is January 1, 2017.




		
	Section 1.3
	Administration.  The Plan will be administered by the Compensation & Human Resources Committee (the “Committee”) of the Bank’s Board of Directors (the “Board”).  The Committee, from time to time, may adopt any rules and procedures it deems necessary or desirable for the proper and efficient administration of the Plan that are consistent with the terms of the Plan.  Any notice or document required to be given or filed with the Committee will be properly given or filed if delivered to or mailed by registered mail, postage paid, to the General Counsel, Federal Home Loan Bank of Dallas, 8500 Freeport Parkway Suite 100 South, Irving, TX 75063.




		
	Section 1.4
	Supplements.  The provisions of the Plan may be modified by supplements to the Plan only if in writing and approved by the Board.  The terms and provisions of each supplement are a part of the Plan and supersede any other provisions of the Plan to the extent necessary to eliminate any inconsistencies between the supplement and any other Plan provisions.




		
	Section 1.5
	Definitions.  The following terms are defined in the Plan in the following Sections:




	
		
	Term
	Plan Sections

	 
	 

	Annual Award
	3.3(a)

	Award
	3.1

	Bank
	1.1

	Board
	1.3

	Committee
	1.3

	Deferral Performance Period
	3.1

	Deferred Award
	3.3(b)

	Disability
	3.5(d)(i)

	Effective Date
	1.2

	Extraordinary Occurrences
	3.1(c)

	FHFA
	3.6(b)

	Award Payment
	3.1(c)

	Gap Year Award
	3.4(a)








1





	
		
	Gap Year Performance Period
	3.4(b)

	Participant
	2.1 

	Maximum
	3.2(b)(iii)

	Performance Goals
	3.2

	Performance Period
	3.1

	Plan
	1.1

	Reduction in Force
	3.5(d)(ii)

	Reorganization
	3.6(b)

	Target
	3.2(b)(ii)

	Threshold
	3.2(b)(i)






ARTICLE II


PARTICIPATION


		
	Section 2.1
	Eligibility and Participation.  Participation in the Plan is limited to those officers of the Bank that are voting members of the Executive Management Committee, each a Participant in the plan.  




ARTICLE III


AWARDS
		
	Section 3.1
	Awards.  At the beginning of each Performance Period, the Board will make an “Award” to eligible Participants.  As described in this Article. Awards may be Annual Awards (as defined in subsection 3.3(a)), Deferred Awards (as defined in subsection 3.3(b)), Gap Year Awards or Make-Whole Awards (as defined in subsection 3.4(a)).  Each Award will be equal to a percentage of the Participant’s annual base salary, as described in the applicable Appendices.  Performance Periods.  A “Performance Period” is the one-calendar year period over which an Annual Award can be earned and vested pursuant to subsection 3.3(a).  A “Deferral Performance Period” is the three-calendar year period over which a Deferred Award can be earned and vested pursuant to subsection 3.3(b).  A Deferral Performance Period begins on the January 1st immediately following the applicable Performance Period.




		
	(a)
	Award Notification.  Participants will be notified by the Bank of an Annual Award, Deferred Award, Make-Whole Award or Gap Year Award.




		
	(b)
	Award Levels.  Participants will receive Awards for each Performance Period based on their position with the Bank as described in the Appendices.




		
	(c)
	Award Payment.  The Award Payment is the amount of an earned and vested Annual Award, Deferred Award, Make-Whole Award, or Gap Year Award; (or in 




2





the case of 2017 and 2018, the amounts earned under the 2015 and 2016 long-term incentive plans respectively, based on the achievement of the performance factors applicable to those plans), as adjusted based upon the level at which the Performance Goals have been achieved, that is ultimately paid to a Participant under the Plan.  The Board, in its discretion, may consider Extraordinary Occurrences when assessing performance results and determining Award Payments.  “Extraordinary Occurrences” mean those events that, in the opinion and discretion of the Board, are outside the significant influence of the Participant or the Bank and are likely to have a significant unanticipated effect, whether positive or negative, on the Bank’s operating and/or financial results.


		
	Section 3.2
	Performance Goals.  “Performance Goals” are the performance factors established by the Board for each Performance Period, Deferral Performance Period and Gap Year Performance Period, as set forth in the applicable Appendices to the Plan, which are taken into consideration in determining the value of an Annual Award, Deferred Award, Make-Whole Award or Gap Year Award.  The Board may adjust the Performance Goals to ensure the purposes of the Plan are served.




		
	(a)
	Establishment of Performance Goals.  Performance Goals for Performance Periods, Deferral Performance Periods or the Gap Year Performance Period commencing on and after January 1, 2017 will be communicated to Participants after they have been established by the Board.




		
	(b)
	Achievement Level.  Three achievement levels will be defined for each Performance Goal in determining how much of an Award is earned.




		
	(i)
	Threshold.  The “Threshold” achievement level is the minimum achievement level accepted for a Performance Goal.




		
	(ii)
	Target.  The “Target” achievement level is aligned to satisfactory business results.




		
	(iii)
	Maximum.  The “Maximum” achievement level is achievement that substantially exceeds the Target achievement level.




		
	(c)
	Interpolation.  Achievement levels between Threshold and Target and between Target and Maximum will be interpolated in a consistent manner as determined by the Committee.




		
	(d)
	Considerations in Establishing Performance Goals.  In determining appropriate Performance Goals and the relative weight accorded each Performance Goal, the Committee will:




		
	(i)
	Balance risk and financial results in a manner that does not encourage Participants to expose the Bank to imprudent risks;




3







		
	(ii)
	Make such determination in a manner designed to ensure that Participants’ overall compensation is balanced and not excessive in amount and that the Annual Awards, Deferred Awards and Gap Year Awards are consistent with the Bank’s policies and procedures regarding such compensation arrangements; and




		
	(iii)
	Monitor the success of the Performance Goals and weighting established in prior years, alone and in combination with other incentive compensation awarded to the same Participants, and make appropriate adjustments in future calendar years as needed so that payments appropriately incentivize Participants, appropriately reflect risk and align with regulatory guidance.




		
	Section 3.3
	Earning and Vesting of Awards for Participants.




		
	(a)
	Earning and Vesting of Annual Awards.  Fifty percent of the combined Annual Award and Deferred Award will become earned and vested on the last day of the Performance Period, provided the following requirements are met (an “Annual Award”):




		
	(i)
	The applicable Performance Goals for the Performance Period are satisfied;




		
	(ii)
	The Participant received a performance rating for the Performance Period of at least “Meets Expectations” in their individual performance rating; and




		
	(iii)
	The Participant is actively employed on the last day of the Performance Period, unless otherwise provided in subsection 3.5(b) or 3.5(c) or Section 3.6.




		
	(b)
	Earning and Vesting of Deferred Awards.  The remaining 50 percent of the combined Annual  Award and Deferred Award will become earned and vested on the last day of the Deferral Performance Period, provided the following requirements are met (a “Deferred Award”):




		
	(i)
	The applicable Performance Goals for the Deferral Performance Period are satisfied;




		
	(ii)
	The Participant received at least a “Meets Expectations” performance rating for the final year of the Deferral performance period applicable to the Annual Award ; and




		
	(iii)
	The Participant is actively employed on the last day of the Deferral Performance Period, unless otherwise provided in subsection 3.5(b) or 3.5(c) or Section 3.6.




		
	(c)
	Calculation of Awards.  The calculation of Annual Awards and Deferred Awards will be calculated in accordance with the applicable Appendix to the Plan.




4







Section 3.4Special Gap Year Awards and Make-Whole Awards.


		
	(a)
	Background.  The Board has determined it is appropriate to make a special Award to Participants solely for calendar year 2017 (a “Gap Year Award”) to address a gap in the payment opportunity during calendar year 2020 (for amounts that become vested as of December 31, 2019) and a Make-Whole Award both of which arise as a result of the discontinuation of the Long-Term Incentive Plan and the implementation of this Plan.




		
	(b)
	Earning and Vesting of Awards.  Notwithstanding Section 3.3, the Make-Whole Award will become earned and vested on December 31, 2017 upon completion of the annual Performance Goals. The Gap Year Award will become earned and vested over a three-year period beginning on January 1, 2017 and ending on December 31, 2019 (the “Gap Year Performance Period”) to the extent:




		
	(i)
	The Performance Goals for the Gap Year Performance Period, as set forth in the applicable Appendix to the Plan, are satisfied;




		
	(ii)
	The Participant received a performance rating in the final year for the Gap Year Performance Period of at least “Meets Expectations”; and




		
	(iii)
	The Participant is actively employed on the last day of the Gap Year Performance Period, unless otherwise provided in subsection 3.5(b) or 3.5(c) or Section 3.6.




		
	(c)
	Calculation of Awards.  The value of the Make-Whole Awards and Gap Year Awards will be calculated in accordance with the applicable Appendix to the Plan.




Section 3.5Effect of Termination of Service.


		
	(a)
	In General.  If a Participant incurs a Termination of Service for any reason other than a reason set forth in subsection 3.5(b) or 3.5(c) or Section 3.6, the Participant’s Unvested Award will be forfeited effective as of the date of such Termination of Service.  




		
	(b)
	Termination Due to Death or Disability.  




		
	(i)
	Notwithstanding the provisions of Sections 3.3 and 3.4 and subsection 3.5(a), if a Participant incurs a Termination of Service due to death or Disability during a Deferral Performance Period or the Gap Year Performance Period, then the Participant’s Deferred Awards or Gap Year Award for all years of the three-year Deferral Performance Period or Gap Year Performance Period will be treated as earned and vested based on the assumption the Bank would have achieved the applicable Performance Goals at the Target achievement level for the Deferral Performance Period (b) and/or Gap Year Performance Period.




5







		
	(ii)
	Notwithstanding the provisions of Sections 3.3 and 3.4 and subsection 3.5(a), if a Participant incurs a Termination of Service during a Performance Period due to death or Disability, any Annual Award which has not been earned and vested for the year of the Participant’s Termination of Service due to death or Disability, will be treated as earned and vested for the portion of the Performance Period during which the Participant was employed based on the assumption the Bank would have achieved the Performance Goals at the Target achievement level for the Performance Period.




		
	(c)
	Termination Due to a Reduction in Force.




Notwithstanding the provisions of Sections 3.3 and 3.4 and subsection 3.5(a), if a Participant incurs a termination of service during a Performance Period, Deferral Performance Period, Gap Year or Make-Whole Performance Period due to a termination by the Bank without Cause due to a Reduction in Force:
An Annual Award or Make-Whole Award will be treated as earned and vested for the portion of the Performance Period during which the Participant was employed to the extent the Performance Goals for the Performance Period are satisfied. Payment of any Award will be made according to the normal scheduled date. A Deferred Award and Gap Year Award, will be treated as fully earned and vested upon completion of the three-year Performance Period.
(d)Definitions.


		
	(i)
	“Disability” means, as a result of the Participant’s incapacity due to physical or mental illness, the Participant has been absent from his or her duties with the Bank for an aggregate of 12 out of 15 consecutive months and, within 30 days after a written notice of termination is thereafter given by the Bank to the Participant, the Participant does not return to the full-time performance of the Participant’s duties.




		
	(ii)
	“Reduction in Force” means an involuntary termination of service of a Participant by the Bank in connection with a financial and/or strategic decision by the Board to reduce the number of Bank employees and not due to the Participant’s performance.


 
Section 3.6Effect of Reorganization.


		
	(a)
	Notwithstanding the provisions of Sections 3.3 and 3.5, if a Reorganization of the Bank occurs, then any portion of an Annual Award will be paid on a pro-rated basis while any Deferred Award or Gap Year Award which has not otherwise become




6





earned and vested as of the date of the Reorganization will be treated as 100 percent earned and vested effective as of the date of the Reorganization based on the assumption the Bank would have achieved the Performance Goals at the Target achievement level for the Performance Period and/or the Deferral Performance Period. Any interest accrued on the Deferred Award through the Reorganization date will be added to the Award Payment.


		
	(b)
	“Reorganization” of the Bank will mean the occurrence at any time of any of the following events:




		
	(i)
	The Bank is merged or consolidated with or reorganized into or with another bank or other entity, or another bank or other entity is merged or consolidated into the Bank;




		
	(ii)
	The Bank sells or transfers all, or substantially all of its business and/or assets to another bank or other entity;




		
	(iii)
	More than 50 percent of the total market value or total voting power of all ownership interests in the Bank is acquired, within any 12-month period, by one person or entity or by more than one person or entity acting as a group; or




		
	(iv)
	The liquidation or dissolution of the Bank.




The term “Reorganization” shall not include any Reorganization that is mandated by federal statute, rule, regulation, or directive, including 12 U.S.C. § 1421, et seq., as amended, and 12 U.S.C. § 4501 et seq., as amended, and which the Director of the Federal Housing Finance Agency (the “FHFA”) (or successor agency) has determined should not be a basis for accelerating vesting under this Plan, by reason of the capital condition of the Bank or because of unsafe or unsound acts, practices, or condition ascertained in the course of the FHFA’s supervision of the Bank or because any of the conditions identified in 12 U.S.C. § 4617(a)(3) are met with respect to the Bank (which conditions do not result solely from the mandated reorganization itself, or from action that the FHFA’s has required the Bank to take under 12 U.S.C. § 1431(d)).
Section 3.7Payment of Awards.


		
	(a)
	Payments Related to Termination of Service.  The following provisions apply to Awards payable as a result of a termination of service.




		
	(i)
	In the event of a termination of service due to death or Disability, 100 percent of an Award will be paid in a single sum within 75 days of the date of termination of service.




		
	(ii)
	In the event of a termination of service due to termination by the Bank without Cause due to a Reduction in Force, payment of an Award will be 




7





made in a single sum within 75 days following the end of the Performance Period, Deferral Performance Period, Make-Whole or Gap Year Performance Period, as applicable.  Notwithstanding the foregoing, in the event of a Reduction in Force, a Participant must execute the severance agreement offered by the Bank in order to be eligible to receive payment.


		
	(b)
	Payments Not Related to a Termination of Service.  Award Payments which become vested for reasons other than a termination of service, will be paid in a single sum within 75 days following the end of the Performance Period, Deferral Performance Period, Make-Whole or Gap Year Performance Period, as applicable.




		
	(c)
	Notwithstanding the foregoing provisions of this Section, Awards will be paid upon approval by the Board, and after review of the calculations by the FHFA.  However, in the event of a Reorganization, Award Payments will be made in a single sum on the date on which the Reorganization occurs.




Section 3.8Reduction or Forfeiture of Awards.


		
	(a)
	Any Awards not yet paid may be reduced or eliminated, if any actual losses or other measures or aspects of performance are realized which would have caused a reduction in the amount of the Awards.




		
	(b)
	Notwithstanding any other provision of the Plan, if during the most recent examination of the Bank by the FHFA, the FHFA identified an unsafe or unsound practice or condition that is material to the financial operation of the Bank within the Participant’s area(s) of responsibility and such unsafe or unsound practice or condition is not subsequently resolved in favor of the Bank, then all of a Participant’s vested and unvested Awards will be forfeited.  Any future payments for a vested Award will cease and the Bank will have no further obligation to make such payments.




		
	(c)
	By resolution, the Board may reduce or eliminate an Award that is otherwise earned under this Plan but not yet paid, if the Board finds that a serious, material safety-soundness problem, or a serious, material risk-management deficiency exists at the Bank, or if: (i) operational errors or omissions result in material revisions to the financial results, information submitted to the FHFA, or data used to determine incentive payouts; (ii) submission of material information to the SEC, Office of Finance, and/or FHFA is significantly past due, or (iii) the Bank fails to make sufficient progress, as determined by the Board, in the timely remediation of significant examination, monitoring and other supervisory findings.




8









ARTICLE IV


ADMINISTRATION


		
	Section 4.1
	Appointment of the Committee.  The Committee, or a duly authorized officer or officers of the Bank empowered by the Committee to act on its behalf under sub-section 4.2(c), will be responsible for administering the Plan, and the Committee will be charged with the full power and the responsibility for administering the Plan in all its details; provided that the power to determine eligibility pursuant to Article II is reserved to the Board.




		
	Section 4.2
	Powers and Responsibilities of the Committee.  The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan document; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits under the Plan; to resolve any claim for benefits in accordance with Article V, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan.  Any construction, interpretation, or application of the Plan by the Committee will be final, conclusive and binding.




		
	(a)
	Records and Reports.  The Committee will be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan.




		
	(b)
	Rules and Decisions.  The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan.  All rules and decisions of the Committee will be applied uniformly and consistently to all Participants in similar circumstances.  When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant, the Bank or the legal counsel of the Bank.




		
	(c)
	Delegation.  The Committee may authorize one or more officers or employees of the Bank to perform administrative responsibilities on its behalf under the Plan.  Any such duly authorized officer will have all powers necessary to carry out the administrative duties delegated to such officer by the Committee.




		
	Section 4.3
	Income and Employment Tax Withholding.  The Bank will withhold from payments to Participants of their Awards, to the extent required by law, all applicable federal, state, city and local taxes.




		
	Section 4.4
	Plan Expenses.  The expenses incurred for the administration and maintenance of the Plan will be paid by the Bank.




9











ARTICLE V


BENEFIT CLAIMS


While a Participant need not file a claim to receive his or her benefit under the Plan, if he or she wishes to do so, a claim must be made in writing and filed with the Committee.  If a claim is denied, the Committee will furnish the claimant with written notice of its decision.  A claimant may request a full and fair review of the denial of a claim for benefits by filing a written request with the Committee.


ARTICLE VI


AMENDMENT AND TERMINATION OF THE PLAN


		
	Section 6.1
	Amendment of the Plan.  The Bank, acting through the Board, may amend the Plan at any time in its sole discretion.  Notwithstanding the foregoing, the Bank may not amend the Plan to reduce a Participant’s Award as determined on the day preceding the effective date of the amendment or to otherwise retroactively impair or adversely affect the rights of a Participant.




		
	Section 6.1
	Termination of the Plan.  The Bank, acting through the Board, may terminate the Plan at any time in its sole discretion.  Absent an amendment to the contrary, Plan benefits that were earned and vested prior to the termination will be paid at the times and in the manner provided for by the Plan at the time of the termination.






ARTICLE VII


MISCELLANEOUS


		
	Section 7.1
	Governing Law.  Except to the extent superseded by laws of the United States, the laws of Texas will be controlling in all matters relating to the Plan without regard to the choice of law principles therein.  The Plan and all Awards are intended to comply, and will be construed by the Bank in a manner in which they are exempt from or comply with the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  To the extent there is any conflict between a provision of the Plan or an Award and a provision of Code Section 409A, the applicable provision of Code Section 409A will control.




		
	Section 7.2
	Headings and Gender.  The headings and subheadings in the Plan have been inserted for convenience of reference only and will not affect the construction of the Plan provisions.  In any necessary construction, the masculine will include the feminine and the singular the plural, and vice versa.




		
	Section 7.3
	Spendthrift Clause.  No benefit or interest available under the Plan will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, 




10





encumbrance or attachment by creditors of a Participant, either voluntarily or involuntarily.
		
	Section 7.4
	Counterparts.  This Plan may be executed in any number of counterparts, each one constituting but one and the same instrument, and may be sufficiently evidenced by any one counterpart.




		
	Section 7.5
	No Enlargement of Employment Rights.  Nothing contained in the Plan may be construed as a contract of employment between the Bank and any person, nor may the Plan be deemed to give any person the right to be retained in the employ of the Bank or limit the right of the Bank to employ or discharge any person with or without cause.




		
	Section 7.6
	Limitations on Liability.  The individual members of the Board will, in accordance with the Bank’s by-laws, be indemnified and held harmless by the Bank with respect to any alleged breach of responsibilities performed or to be performed hereunder.  In addition, notwithstanding any other provision of the Plan, neither the Bank nor any individual acting as an employee or agent of the Bank will be liable to a Participant for any claim, loss, liability or expense incurred in connection with the Plan, except when the same has been affirmatively determined by a court order or by the affirmative and binding determination of an arbitrator, to be due to the gross negligence or willful misconduct of that person.




		
	Section 7.7
	Incapacity of Participant.  If any person entitled to receive a distribution under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless a prior claim for the distribution has been made by a duly qualified guardian or other legal representative), then, unless and until a claim for the distribution has been made by a duly appointed guardian or other legal representative of the person, the Committee may provide for the distribution to be made to any other individual or institution then contributing toward or providing for the care and maintenance of the person.  Any payment made for the benefit of the person under this Section will be a payment for the account of such person and a complete discharge of any liability of the Bank and the Plan.




		
	Section 7.8
	Evidence.  Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person relying on the evidence considers pertinent and reliable, and signed, made or presented by the proper party or parties.




		
	Section 7.9
	Action by Bank.  Any action required of or permitted by the Bank under the Plan will be by resolution of the Board or by a person or persons authorized by resolution of the Board.




		
	Section 7.10
	Severability.  In the event any provisions of the Plan are held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining 




11





parts of the Plan, and the Plan will be construed and endorsed as if the illegal or invalid provisions had never been contained in the Plan.


		
	Section 7.11
	Information to be Furnished by a Participant.  A Participant, or his or her beneficiary, must furnish the Committee with any and all documents, evidence, data or other information the Committee considers necessary or desirable for the purpose of administering the Plan.  Benefit payments under the Plan are conditioned on a Participant (or beneficiary) furnishing full, true and complete data, evidence or other information to the Committee, and on the prompt execution of any document reasonably related to the administration of the Plan requested by the Committee.




		
	Section 7.12
	Binding on Successors.  The Plan will be binding upon and inure to the benefit of the Bank and its successors and assigns, and the successors, assigns, designees and estates of a Participant.  The Plan will also be binding upon and inure to the benefit of any successor organization succeeding to substantially all of the assets and business of the Bank, but nothing in the Plan will preclude the Bank from merging or consolidating into or with, or transferring all or substantially all of its assets to, another organization which assumes the Plan and all obligations of the Bank hereunder.  The Bank agrees that it will make appropriate provision for the preservation of a Participant’s rights under the Plan in any agreement or plan which it may enter into to effect any merger, consolidation, reorganization or transfer of assets.  Upon such a merger, consolidation, reorganization or transfer of assets and assumption of Plan obligations of the Bank, the term “Bank” will refer to such other organization and the Plan will continue in full force and effect.






12








APPENDIX I


2017 PERFORMANCE PERIOD AWARDS & GOALS


		
	A.
	Incentive Opportunities


	
										
	 
	TOTAL INCENTIVE AS % OF COMPENSATION
	ANNUAL INCENTIVE AS % OF COMPENSATION
	DEFERRED INCENTIVE
AS % OF COMPENSATION

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Threshold
	Target
	Maximum
	Threshold
	Target
	Maximum
	Threshold
	Target
	Maximum

	CEO
	50%
	75%
	95%
	25%
	37.5%
	47.5%
	25%
	37.5%
	47.5%

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	SEO
	30%
	50%
	65%
	15%
	25%
	32.5%
	15%
	25%
	32.5%




B.    Performance Goals
Information in this section of Appendix I relating to individual performance goals has been excluded and will be disclosed in the Registrant’s periodic filing following the completion of the 2017 Performance Period.









C.    Deferred Performance Goals
If the following “Safety and Soundness” Goals are achieved, the deferral is paid in full with an additional annual compounding interest rate of 6% applied to the deferred awards: (i) no material risk-management deficiency exists at the Bank; (ii) no operational errors or omissions result in material revisions to the financial results, information submitted to the FHFA, or data used to determine incentive payouts; (iii) no submission of material information to the SEC, Office of Finance, and/or FHFA is significantly past due; (iv) the Bank makes sufficient progress, as determined by the Board, in the timely remediation of significant examination, monitoring and other supervisory findings; and (v) the Bank has sufficient capital to pay dividends and repurchase member stock.









APPENDIX II
2017-2019 PERFORMANCE PERIOD GOALS & AWARDS & 2017 MAKE WHOLE 
AWARDS


     2017 Make Whole Awards - Applies to 2017 plan year only
The Make-Whole Awards represent the difference in the 2017 earning opportunity (as adjusted for the increase in the threshold, target and maximum percentages that are being implemented for 2017) between the annual incentive portion of this plan and the annual incentive that could have been earned if the Bank had implemented a short-term VPP plan for 2017 in the form that was contemplated at the time  the 2015 LTIP was adopted (which plan would have provided for up to a 100 percent payout vs. the 50 percent payout provided by this plan). As provided by the 2015 LTIP, the combination of all incentive awards for 2017 (i.e., both short-term and long-term incentives) cannot exceed 1.5 times a Participant’s 2017 base salary.  Performance for the Make-Whole Awards will be determined based upon achievement of the 2017 performance goals.
	
				
	 
	MAKE-WHOLE AWARD as
% OF SALARY

	Position
	Threshold
	Target
	Maximum

	CEO
	11%
	10.5%
	12.5%

	SEO
	11.25%
	10%
	11.25%











2017-2019 PERFORMANCE PERIOD GOALS &AWARDS 
Incentive Opportunities
	
				
	 
	LONG-TERM INCENTIVE AS
% OF SALARY

	Position
	Threshold
	Target
	Maximum

	CEO
	50%
	75%
	95%

	SEO
	30%
	50%
	65%






Note: The final long-term incentive award for the 2017-2019 performance period (payable in 2020) will be calculated using the Participant’s average base salary for the period from January 1, 2017 through December 31, 2019 and the overall result of this calculation will be multiplied by 50 percent so that the Participant’s total incentive award for 2019 (payable in 2020) will be derived 50 percent from his or her 2019 annual incentive opportunity (under a plan similar to this Omnibus Plan) and 50 percent from the 2017-2019 long-term incentive opportunity. 
Information in this section of Appendix II relating to individual performance goals has been excluded and will be disclosed in the Registrant’s periodic filing following the completion of the 2017-2019 Performance Period.