EX-10.1






INDEMNIFICATION AGREEMENT




THIS INDEMNIFICATION AGREEMENT, (this “Agreement”) is made and effective as of       ,
2016 by and between Federal Home Loan Bank of Topeka (“FHLBank”), and       , a
director of FHLBank (the “Director”). This Agreement replaces in its entirety any indemnification
agreement previously entered into between the Director and FHLBank, which shall be terminated on
the effective date of this Agreement.



RECITALS




WHEREAS, Section 8.3 of FHLBank’s Amended and Restated Bylaws (“Bylaws”) provides FHLBank’s
directors with certain rights to indemnification; and



WHEREAS, FHLBank desires to supplement its contractual duty and obligation to indemnify its
directors in accordance with Section 8.3 of FHLBank’s Bylaws by entering into indemnification
agreements with its directors that provide materially similar indemnification rights and duties as
provided in the Bylaws; and



WHEREAS, FHLBank desires to attract and retain qualified individuals to serve as directors;
and



WHEREAS, this Agreement is being entered into as part of the Director’s total consideration
for serving as a director of FHLBank; and



WHEREAS, the Director desires to serve and continue to serve as a Director of FHLBank and to
enter into such an agreement to supplement the indemnification rights provided in the Bylaws.



NOW THEREFORE, in consideration of the mutual premises and covenants contained herein, FHLBank
and the Director do hereby covenant and agree as follows:



AGREEMENT




1. Actions Not By or in the Right of FHLBank. FHLBank shall indemnify the Director,
if the Director was or is a party, or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action, suit or proceeding by or in the right of FHLBank, by reason of the fact that
the Director:




	 	(i)	 	is or was a director of FHLBank, or






	 	(ii)	 	is or was serving at the request of FHLBank as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or






	 	(iii)	 	rendered or attempted to render emergency aid including,
without limitation, first aid, rescue breathing, cardiopulmonary resuscitation,
or use of an automated external defibrillator, on FHLBank premises or at any
FHLBank-sponsored event, function or activity, if the Director is or was a
director of FHLBank at the time of such action or actions,





against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by the Director in connection with such action, suit or
proceeding, if the Director acted in good faith and in a manner the Director reasonably believed to
be in, or not opposed to, the best interests of FHLBank; and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the Director’s conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
Director did not act in good faith and in a manner which the Director reasonably believed to be in,
or not opposed to, the best interests of FHLBank, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the Director’s conduct was unlawful.



2. Actions By or in the Right of FHLBank. FHLBank shall indemnify the Director if
such Director was or is a party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, by or in the right of FHLBank to procure a judgment in its
favor by reason of the fact that the Director is or was a director of FHLBank, or is or was serving
at the request of FHLBank as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)
actually and reasonably incurred by the Director in connection with the defense or settlement of
such action or suit if the Director acted in good faith and in a manner the Director reasonably
believed to be in, or not opposed to, the best interests of FHLBank and except that no
indemnification shall be made in respect to any claim, issue or matter as to which the Director
shall have been adjudged to be liable to FHLBank unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the Director is
reasonably and fairly entitled to indemnity for such expenses which the court shall deem proper.



3. Success on the Merits or Otherwise. To the extent that the Director has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 or 2, or in defense of any claim, issue or matter therein, the Director shall be
indemnified against expenses actually and reasonably incurred by the Director in connection
therewith, including attorney fees.



4. Determination to Indemnify. Any indemnification under Section 1 or 2 hereof,
unless ordered by a court, shall be made by FHLBank only as authorized in the specific case upon a
determination that indemnification of the Director is proper in the circumstances because the
Director has met the applicable standard of conduct set forth in Section 1 or 2. Such determination
shall be made (1) by FHLBank’s board of directors (“Board”) by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding (hereinafter
referred to as “disinterested directors”), or (2) by a committee of disinterested directors
designated by majority vote of disinterested directors, even though less than a quorum; or (3) if
such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion



5. Advance Payment of Expenses. Payments of expenses, including attorneys’ fees,
incurred by the Director in connection with a civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by FHLBank in advance of the final disposition of such
action, suit or proceeding, beginning thirty (30) days from the date of receipt by FHLBank of the
Director’s written application for indemnification, including a certification and supporting
statement of the Director’s belief that he or she ultimately will become entitled to
indemnification under this Agreement and an undertaking by or on behalf of the Director to repay
such amount if it shall ultimately be determined that the Director is not entitled to
indemnification by FHLBank as authorized in this Agreement.



6. Indemnification not Exclusive. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other sections of this Agreement shall not be deemed
exclusive of any other rights to which the Director when seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of disinterested directors or otherwise,
both as to action in the Director’s official capacity and as to action in another capacity while
holding such position.



7. Limited Application to Persons Serving as Agents. Notwithstanding anything in
this Agreement to the contrary, FHLBank shall not be required to indemnify the Director who was or
is a party, or is threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact
that the Director is or was an officer or employee of FHLBank, if such action, suit or proceeding
is based upon or arises out of actions taken by the Director in his or her capacity as an agent of
the Federal Housing Finance Agency and/or the Federal Savings and Loan Insurance Corporation, or
their successors or predecessors.



8. Right to Indemnification Not to be Terminated or Diminished. In consideration of
the Director’s continued service to FHLBank, the right of the Director to indemnification or
advancement of expenses under this Agreement shall not be terminated, impaired or diminished by
FHLBank, and the Director shall continue to be entitled to indemnification and advancement of
expenses under this Agreement notwithstanding any termination or amendment of this Agreement after
the occurrence of the act or omission that is the subject of the civil, criminal, administrative or
investigative action, suit or proceeding for which indemnification or advancement of expenses is
sought, unless the provision in effect at the time of such act or omission explicitly authorizes
such elimination or impairment after such action or omission has occurred.



9. Continuation of Right to Indemnification. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Agreement shall continue after the Director
ceases to be a director and shall inure to the benefit of the heirs, executors and administrators
of the Director. Expenses (including attorneys’ fees) incurred by the Director, who ceases to be an
officer of FHLBank, in connection with a civil, criminal, administrative or investigative action,
suit or proceeding may be paid in advance upon such terms and conditions, if any, as the Board
deems appropriate, including that no such advance payment shall be made, or continued to be made,
if at any time a disinterested majority of a quorum of FHLBank’s directors reasonably concludes
that the Director would not likely become entitled to indemnification under this Agreement. In the
case of such a finding, advanced payments to which the Director is determined not entitled under
this paragraph shall be reimbursed to FHLBank. Nothing in this Section 9 shall prevent FHLBank from
imposing such contractual conditions on the advance payment of costs and expenses to the Director,
as a former director of FHLBank, as FHLBank deems warranted to protect its interests.



10. Contractual Right to Indemnification. The right to indemnification and
advancement of expenses provided by, or granted pursuant to, this Agreement (1) shall be
retroactive and shall be available with respect to events occurring prior to the adoption hereof,
(2) shall continue to exist after the termination or amendment of this Agreement, with respect to
actions, suits or proceedings based on or arising from the Director’s service to FHLBank prior to
the termination or amendment of this Agreement and (3) consistent with Section 9 above, shall inure
to the benefit of the heirs, executors and administrators of the Director.



11. Definitions. For purposes of this Agreement, references to “other enterprise”
shall include employee benefit plans; references to “fines” shall include any excise taxes assessed
on the Director with respect to any employee benefit plan; and references to “serving at the
request of FHLBank” shall include any service as an officer or employee of FHLBank which imposes
duties on, or involves services by the Director with respect to an employee benefit plan, its
participants and beneficiaries; and a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner “not opposed to the best interests of FHLBank” as
referred to in this Agreement.



12. Miscellaneous. This Agreement may be executed in one or more counterparts, each
of which shall for all purposes, be deemed to be an original, but all of which together shall
constitute one and the same Agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this Agreement. The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction thereof. No supplement,
modification or amendment of this Agreement shall be binding unless executed in writing by each of
the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver. The parties agree that this Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of Delaware.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above
written.




FEDERAL HOME LOAN BANK OF TOPEKA




By:       

Andrew J. Jetter

President and CEO





DIRECTOR:




      


Name:




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