Board Resolution for Directors' 2009 Compensation and Expense Reimbursement



 EXHIBIT 10.4 
 FEDERAL HOME LOAN BANK OF SAN FRANCISCO 
 RESOLUTION 
 December 5, 2008 
 RESOLVED, that the Board of Directors
of the Federal Home Loan Bank of San Francisco hereby approves the 2009 Board of Directors Compensation and Expense Reimbursement Policy attached as Exhibit G. 
  

	
	I certify that this is a true and correct copy of a resolution adopted by the Board of Directors of the Federal Home Loan Bank of San Francisco at its meeting on December 5,
2008.
	
	 /s/ Suzanne Titus-Johnson

	 Suzanne Titus-Johnson, Senior Vice President and
 General
Counsel-Corporate Secretary










 Exhibit G 
 FEDERAL HOME LOAN BANK OF SAN FRANCISCO 
 Board of Directors 
 Compensation and Expense Reimbursement Policy 
 2009 
 The Board of Directors of the Federal Home Loan Bank of San Francisco hereby establishes the following Compensation and Expense
Reimbursement Policy for 2009. 
 Compensation 
 To
provide the Directors with reasonable compensation for the performance of their duties as members of the Board of Directors and the amount of time spent on official Bank business, the Bank will pay a retainer and meeting fees to each member of the
Board of Directors as set forth below. 
  

										
	 Position
	  	Annual Retainer	  	Maximum
Annual
Meeting Fees	  	Total
Maximum
Annual
Compensation
	 Chairman
	  	$	42,000	  	$	18,000	  	$	60,000
	 Vice Chairman
	  	$	37,000	  	$	18,000	  	$	55,000
	 Committee Chair
	  	$	32,000	  	$	18,000	  	$	50,000
	 Director
	  	$	27,000	  	$	18,000	  	$	45,000

 Retainers will be paid in six equal installments, after each regularly scheduled Board meeting. Additionally, each
director will receive a fee of $3,000 for attending any portion of each of the six regularly scheduled two-day Board meetings. 
 A Board member may receive
a meeting fee for participation in one regularly-scheduled Board meeting by telephone. 
 Any member of the Board of Directors who joins or leaves the Board
between retainer payments will receive pro rata compensation at the time of the next retainer payment for the number of days on the Board. 
 No other fee
will be paid for participation in meetings of the Board or committees by telephone or participation in other Bank or Federal Home Loan Bank System activities. The President of the Bank is authorized to interpret this Policy, as necessary, according
to applicable statutory, regulatory and policy limits. 
  

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 Expense Reimbursement 
 The Bank will reimburse Directors for necessary and reasonable travel, subsistence and other related expenses incurred in connection with the performance of their official duties, which may include participation in meetings or activities
for which no fee is paid. 
 For expense reimbursement purposes, Directors’ “official duties” include: 
  

	1)	Meetings of the Board and Board committees 

  

	2)	Meetings requested by the Federal Housing Finance Agency and Federal Home Loan Bank System committees 

  

	3)	Meetings of the Council of Federal Home Loan Banks and its committees 

  

	4)	Meetings of the Bank’s Affordable Housing Advisory Council 

  

	5)	Events attended on behalf of the Bank when requested by the President in consultation with the Chairman 

  

	6)	Other events attended on behalf of the Bank with the prior approval of the EEO-Personnel-Compensation Committee of the Board. 

 Each Director is responsible for making his or her own travel arrangements to attend meetings for which expenses may be reimbursed. 
 Expenses reimbursable for Directors are the same as the expenses reimbursable for senior officers under the Bank’s Reimbursement and Travel Expense Policy, except
that Directors may not be reimbursed for gift or entertainment expenses. 
 To be reimbursed for allowable expenses, a Director must complete a statement
itemizing the expenses within 30 days of completion of any covered trip or activity. The statement, prepared on the Director’s letterhead, must be submitted to the Bank’s Assistant Corporate Secretary and must include the following
information: 
  

	1)	Meeting(s) or event(s) attended, with dates and locations 

  

	2)	Itemization of reimbursable expenses, with supporting receipts for any expense exceeding $50.00 

  

	3)	Ticket receipt or e-ticket confirmation for airline travel 

  

	4)	To whom reimbursement should be made payable. 

 Records 

The Bank will maintain records of (i) Directors’ attendance at meetings of the Board and Board committees; (ii) total compensation paid; and
(iii) expenses reimbursed. 
  

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