Exhibit






DIRECTOR COMPENSATION POLICY 
TABLE OF CONTENTS


	
					
	I.
	 
	Purpose:
	1
	


	II.
	 
	Scope:
	1
	


	III.
	 
	Policy Statement:
	1
	


	 
	 
	A.    Methodology:
	1
	


	 
	 
	B.    Board and Committee Meeting Fees:
	1
	


	 
	 
	C.    Quarterly Retainer
	2
	


	 
	 
	D.    Maximum Compensation
	2
	


	 
	 
	E.    Reduction in Compensation based on Attendance and Performance
	3
	


	IV.
	 
	Administration:
	3
	


	 
	 
	A.    Roles and Responsibilities:
	3
	


	 
	 
	B.    Governance:
	3
	


	 
	 
	C.    Exception Management/Policy Interpretations:
	3
	


	V.
	 
	Applicable Laws and Regulations:
	3
	


	VI.
	 
	Related Policies; Procedures:
	4
	


	VII.
	 
	Policy History Log:
	4
	














	
			
	Director Compensation Policy
	 
	October 26, 2015












Director Compensation Policy
		
	I.
	Purpose:




The purpose of this policy is to set forth the compensation to be paid to the Board of Directors of the Federal Home Loan Bank of Boston (the “Bank”) in 2016.  The Travel and Public Relations Policy and Director’s Addendum to the Travel and Public Relations Policy set forth the circumstances under which the Bank will reimburse Directors for certain expenses incurred while on Bank business.
The goal of the Policy is to appropriately compensate the Directors for actual attendance and participation at the meetings of the Board of Directors and the committees of the Board and also for work performed on behalf of the Board of Directors and the Bank apart from such meetings. 
		
	II.
	Scope:




This policy applies to all Directors of the Bank.
		
	III.
	Policy Statement: 




		
	A.
	Methodology.




The 2016 Director compensation set forth in this Policy was determined after a review of a comparative compensation study conducted by a third party with expertise in the compensation of directors conducted in May 2015, a review of the compensation paid to directors of other Federal Home Loan Banks, and a consideration of other factors, including the Bank’s condition, the time and expertise required to be an effective Bank director, and the level of compensation deemed to be necessary and appropriate to allow the Bank to recruit and retain highly qualified directors and compensate them for the time required in performing their duties. 
		
	B.
	Board and Committee Meeting Fees.




In order to compensate Directors for their time attending meetings, each Director who attends a meeting of the Board of Directors or a Board Committee shall be paid an attendance fee, based on the responsibilities of the Director as set forth below:  
	
					
	 
	Per Board Meeting 1
	Per Committee Meeting 1
	Telephonic Attendance 2
	Maximum Attendance Fees

	Chair
	$9,000
	$2,250
	$1,500
	$70,000

	Vice Chair and Committee Chairs
	$7,000
	$2,250
	$1,500
	$58,750

	Other Directors
	$6,000
	$2,250
	$1,500
	$53,000




1  Applies to attendance at all or part of (i) Board and Committee meetings held in person and (ii) full telephonic Board and Committee meetings to be held in January and July, 2016. 
2 Applies to all telephonic meetings other than those to be held in January and July 2016, and to participation by telephone at in-person meetings for which a Director would be entitled to compensation if attending in person. 





	
			
	Director Compensation Policy
	1
	October 26, 2015














Committee meeting attendance fees apply to all committee members, including ex officio members, who attend all or any part of any meeting of a committee of the Board.  Directors will not be compensated for attendance at a meeting of a committee on which the Director is not a member.  
Fees shall be paid per meeting.  For example, if a Board meeting and committee meeting occur on the same day, a separate fee shall be payable for attendance at each meeting.  Additionally, in the case of a multi-day meeting, a separate fee shall be payable for each day's attendance at the same meeting.
In the event that inclement weather prevents the occurrence of a planned meeting of the Board or one of its committees, the Directors shall be entitled to receive the applicable meeting fee called for in the Policy, minus any fees received if an in-person meeting is changed to a telephonic meeting. 
		
	C.
	Quarterly Retainer.




In order to compensate Directors for their time while serving as Directors outside of normal Committee and Board meetings, Directors shall receive a quarterly retainer, payable in arrears at the end of each quarter.  The retainer shall compensate Directors for their time preparing for meetings, attending Advisory Council meetings, attending Bank System meetings, Board training sessions, strategic planning meetings, and member events, and other activities outside of normal Board and Board Committee meetings.  The amount of the quarterly retainer varies depending on the responsibilities of the director as set forth below: 


	
			
	 
	Quarterly Retainer
	Annual Retainer

	Chair
	$8,750
	$35,000

	Vice Chair and Committee Chairs 
	$7,500
	$30,000

	Other Directors
	$6,750
	$27,000






		
	D.
	Maximum Compensation.




The maximum director compensation for 2016 shall be as follows:  
	
				
	 
	Maximum Attendance Fees
	Maximum Retainer
	Total Maximum Compensation

	Chair
	$70,000
	$35,000
	$105,000

	Vice Chair and Committee Chairs 
	$58,750
	$30,000
	$88,750

	Other Directors
	$53,000
	$27,000
	$80,000






The Bank will also pay/reimburse Directors for expenses related to the Directors’ attendance at board meetings pursuant to the Bank’s Travel and Public Relations Policy and Director’s Addendum to the Travel and Public Relations Policy.  The Bank will not pay for or reimburse the expenses of a Director’s spouse/guest accompanying the Director to Board meetings, other than the cost of the food and beverages of a Director’s spouse/guest who attends the Bank’s corporate officer holiday party as an invited guest .  



	
			
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	E.
	Reduction in Compensation based on Attendance and Performance.




The Board may, at its December meeting, vote to reduce or eliminate a Director’s final quarterly retainer payment if (i) the Director has not attended (in person or by telephone) at least 75% of all regular and special meetings of the Board and the Committees on which the Director served during the year (adjusted as appropriate for partial year of service), or (ii) the Board, in its discretion, determines that the Director has consistently demonstrated a lack of engagement and participation in meetings attended.   


		
	IV.
	Administration:  




		
	A.
	Roles and Responsibilities




		
	(1)
	Owner.  The General Counsel shall be the owner of this Policy, responsible for maintaining this Policy.  




		
	(2)
	Authorized Approver.  The Board of Directors of the Bank shall be authorized to approve all changes to this Policy. 




		
	B.
	Governance




		
	(1)
	Re-Adoption Frequency.  The Governance/Government Relations Committee shall annually review this policy and shall submit its recommendation to the Board.  The Board shall consider the recommendations of the Governance/ Government Relations Committee and shall approve the policy no later than required to allow for submission, review and approval of the Director of the Federal Housing Finance Agency (FHFA), if required, to ensure that directors are paid timely for the first regularly scheduled meeting of the Board in which the policy shall apply.  




		
	(2)
	Review Frequency:  The Owner of this Policy is expected to review this Policy annually.  




		
	C.
	Exception Management/Policy Interpretations




The Board is authorized, in its sole discretion, to interpret the provisions of the policy and to address situations not anticipated or covered by this policy as it determines to be appropriate, consistent with the requirements set forth in the regulations promulgated by the Federal Housing Finance Agency, if any. 


		
	V.
	Applicable Laws and Regulations:




The following provisions of the Federal Home Loan Bank Act and FHFA Regulations are applicable to this Policy:  


		
	•
	12 CFR Part 1261.20 - 24









	
			
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	VI.
	Related Policies; Procedures




The following Bank policies cover subject matter that is related to this Policy:
		
	•
	Travel and Public Relations Policy




		
	•
	Directors Addendum to Travel and Public Relations Policy




		
	VII.
	Policy History Log:




	
				
	Date Approved
	Purpose
	Author
	Approved by

	12/16/2011
	Annual Review
	J. Authur
	Board

	12/21/2012
	Annual Review and Policy reformatting into new format
	J. Authur
	Board

	12/20/2013
	Annual Review; incorporating compensation adjustments based on revised McLagan study
	C. Pratt
	Board

	10/24/2014
	Added language regarding purpose and methodology.  Changed “maximum fee” provision to “maximum compensation,” and added a cap on spouse/guest expenses.  
	C. Pratt
	Board

	10/26/2015
	Adjusted compensation for 2016. Reduced meeting fees, eliminated spousal expenses and added retainer component, with possible reduction for poor attendance or performance. 
	C. Pratt
	Board Chair and Governance Committee Chair, via delegation by full Board











	
			
	Director Compensation Policy
	4
	October 26, 2015