2009 Directors' Compensation Policy




 Exhibit 10.4 
 

 
  

					
	 Department:
  
 Corporate Secretary
	  	 Name of Policy:
  
 2009 Directors’ Compensation Policy
	  	 Department Policy Number:
  
 1

			
	 Effective Date:
  
 January 1, 2009
	  	 Supersedes Revisions:
  
 September 26, 2008
	  	 Authority to Approve and Amend:
  
 Board of Directors

			
	 Next Review Date:
  
 January 2010
	  	 Department Policy Owner:
  
 Corporate Secretary
	  	

  

	A.	General 

  

	 	1.	The Bank will pay each member of the board of directors a fee for attendance at any official meeting (in person or by telephone) of the board or a committee of the board. An
official meeting includes a meeting of any ad hoc committee established by the board for a specific purpose. In addition, the Bank will pay any director representative to the Council of Federal Home Loan Banks (FHLBanks) a fee for attendance at any
official meeting of that group. The Bank will not pay a fee for a director’s attendance at any Federal Home Loan Bank System meeting. The fees for attendance at these meetings are outlined below. 

  

	 	2.	The Bank will pay a fee only for a director’s actual attendance and participation at a meeting, unless the director’s absence is due to unanticipated transportation
problems encountered while in route to the meeting. Participation by telephone for in-person meetings is discouraged unless necessary to attain a quorum. The Bank will not pay for a director’s participation by telephone for an in-person meeting
unless the Chairman approves such participation. The Bank will not pay a fee for a director’s attendance at meetings other than those described above. 

  

	 	3.	The Bank will not advance the payment of fees to any director. 

  

	 	4.	The board has adopted annual compensation limits effective January 1, 2009. Those limits are: 

  

						
	 a)      Chairman of the Board
	  	$	60,000
	 b)      Vice Chairman of the Board
	  	$	55,000
	 c)      Chairman of the Audit Committee
	  	$	50,000
	 d)      All Other Directors
	  	$	45,000

  


			
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 Once a director reaches his or her annual compensation limit, the Bank will not pay additional fees to
that director, even if the director attends a meeting at which a fee otherwise would be paid under this policy. 
  

	B.	Meeting Fees 

  

	 	1.	Chairman 

  

	 	a)	$ 4,600 per meeting day of the board when chairing a board meeting 

  

	 	b)	$ 1,400 per meeting of a committee of the board of which he/she is chairman 

  

	 	c)	$ 1,200 per meeting of a committee of the board of which he/she is a member 

  

	 	d)	$    800 per meeting day of the Council of FHLBanks 

  

	 	e)	$    800 per meeting day of the FHLBanks’ Chairs/Vice Chairs 

  

	 	2.	Vice Chairman 

  

	 	a)	$ 4,500 per meeting day of the board 

  

	 	b)	$ 1,400 per meeting of a committee of the board of which he/she is chairman 

  

	 	c)	$ 1,200 per meeting of a committee of the board of which he/she is a member 

  

	 	d)	$ 4,600 per meeting day of the board when serving as Chairman for the entire meeting 

  

	 	e)	$    800 per meeting day of the Council of FHLBanks 

  

	 	f)	$    800 per meeting day of the FHLBanks’ Chairs/Vice Chairs 

  

	 	3.	Director (other than Chairman or Vice Chairman) 

  

	 	a)	$ 4,100 per meeting day of the board 

  

	 	b)	$ 1,400 per meeting of a committee when serving as committee chairman 

  

	 	c)	$ 1,200 per meeting of a committee of the board of which he/she is a member 

  

	 	d)	$    800 per meeting day of the Council of FHLBanks 

  

	 	e)	$    500 for attending new director orientation (new directors only) 

  

	C.	Miscellaneous 

  

	 	1.	Fees for Special Meetings Held Telephonically 

  

	 	a)	Chairman; Vice Chairman, if serving as Chairman; or Committee Chairman, if serving as Chairman 

 $500 per meeting 
  

	 	b)	Director (other than individual Chairman for the telephonic meeting) 

 $300 per meeting 
  

	 	2.	Travel Expenses 

  

	 	a)	In accordance with the Bank’s normal reimbursement policy, the Bank will reimburse a director’s travel expenses incurred in connection with attendance at any meeting for
which the director is paid a fee. Please consult the Bank’s Travel and Entertainment Policy for a more detailed explanation regarding expense reimbursement. 

  


			
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	 	b)	The Bank will reimburse a director’s registration fees and travel expenses incurred in connection with any other meeting, hearing, ceremony, continuing education seminar, etc.
only if the Chairman determines that the meeting is relevant to the Bank’s business activities or the director’s duties as a board member and the director attends the meeting at the request of, or with the approval of, the Chairman. The
Vice-Chairman shall approve all such fees and expenses for the Chairman. These amounts will be reimbursable to the extent provided for such purpose in the Bank’s annual budget and in accordance with the Bank’s Travel and Entertainment
Policy. The Bank will not pay a fee for a director’s participation in these types of activities, and in accordance with 12 CFR 918.4, the Bank will not reimburse directors for entertainment expenses at these events. 

  

	 	c)	The Bank will pay the transportation and other ordinary travel expenses of one guest of a director to attend a board meeting only as specified in advance by the Bank. It will be the
director’s responsibility to pay the transportation and other travel expenses of a guest that accompanies such director to any other board meeting. 

  

	 	d)	A board member may invite a guest to Bank-sponsored board dinners or receptions held in connection with board meetings at the expense of the Bank, so long as such guest otherwise
pays his or her own transportation and travel expenses. 

  

	 	e)	The Bank will pay for activities of directors and their guests at board meetings only as specified in advance by the Bank. 

  


			
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