EX-10.5.1





 Exhibit 10.5.1




DIRECTORS’ FEE POLICY




2009




GENERAL




Section 918.2 of the Rules and Regulations of the Federal Housing Finance Board requires the Board
of Directors to adopt a written policy to provide for the payment of reasonable compensation to
Bank Directors for the performance of their duties as members of the Board of Directors. Pursuant
to that regulation, this Directors’ Fee Policy (“Policy”) sets forth the activities and functions
for which attendance is necessary and appropriate and may be compensated, and sets forth the
methodology for determining the amount of compensation to be paid. This Policy shall be reviewed
annually by the Governance Committee.



TOTAL COMPENSATION




The compensation paid to Directors shall be in conformity with the guidelines set forth in this
policy. The policy guidelines on Director Compensation for 2009 are $60,000 for the Chair, $55,000
for the Vice Chair of the Board and for each Committee Chair, and $45,000 for each of the other
directors. Compensation can exceed the guidelines set forth above based on a Director assuming
additional responsibilities, such as chairing a Committee or Board meeting.



QUARTERLY RETAINER




In order to compensate directors for their time while serving as directors outside of normal
committee and board meetings, Directors shall be paid a quarterly retainer. The retainer shall
compensate Directors for their time preparing for meetings, attending Affordable Housing Advisory
Council Meetings, attending Bank System Meetings, Board training sessions, and other activities
outside of normal committee and Board meetings. The amount of the quarterly retainer varies
depending on the responsibilities of the Director as set forth below:



	 	 	 	 	 
	Chairman
	 	$	7,500	 
	Vice Chairman
	 	$	6,250	 
	Committee Chairman
	 	$	6,250	 
	Director
	 	$	5,250	 






BOARD MEETING FEES




In order to compensate Directors for their time while serving as Directors, each Director that
attends a meeting of the Board of Directors (including Committee meetings and participating by
telephone) shall be paid a Board Meeting Attendance Fee. The amount of the Board Meeting
Attendance Fee varies depending on the role served at the meeting. The following Board Meeting
Attendance Fees shall be paid to Directors in attendance at Board of Director’s meetings (including
telephonic Board meetings):



	 	 	 	 	 
	Chairman
	 	$	2,500	 
	Vice Chair
	 	$	2,500	 
	Committee Chairs
	 	$	2,500	 
	All other Directors
	 	$	2,000	 






 









 





In the absence of the Chairman, the Acting Chairman, whether it be the Vice Chairman or Chairman
Pro Tem, shall receive the Chairman Board Meeting Attendance Fee. Board Meeting Attendance Fees
are paid per meeting day.



STANDING COMMITTEE MEETING FEES




In order to compensate Directors for their time while serving as Directors, each Director that
attends a Standing Committee meeting (including participating by telephone) shall be paid a
Standing Committee Meeting Attendance Fee. The amount of the Standing Committee Meeting Attendance
Fee varies among Directors in attendance at the meeting. The following Standing Committee Meeting
Attendance Fees shall be paid to Directors in attendance at Committee Director’s meetings:



	 	 	 	 	 
	Chairman
	 	$	2,500	 
	Vice Chair
	 	$	2,500	 
	Committee Chairs
	 	$	2,500	 
	All other Directors
	 	$	2,000	 






Committee Meeting Attendance Fees are paid per meeting day, not per Committee meeting. No
Committee Attendance Fee will be paid if a Board Meeting Attendance Fee is paid for the same day.



TRAVEL




The Directors shall be reimbursed for travel, subsistence and other related expenses incurred in
connection with the Directors duties under the terms and conditions of the Bank’s Travel and
Expense Policy; provided, however, a Director may not be paid or reimbursed for gift or
entertainment expenses.



DISCLOSURE




The Bank shall disclose in its annual report the following items:



     (i) the sum of the total actual compensation paid to Directors;



     (ii) the sum of the total actual expenses paid to Directors; and



     (iii) a summary of this Policy.