EX-10.1






INDEMNIFICATION AGREEMENT




THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of July
29, 2009 between FEDERAL HOME LOAN BANK OF CINCINNATI, a Federally chartered corporation (the
“Bank”), and       , a director or senior officer of the Bank (“Indemnitee”).



RECITALS




A. The Bank recognizes that competent and experienced persons are increasingly reluctant to
serve or to continue to serve as directors and senior officers (as defined in Section 1) of
corporations unless they are protected by comprehensive liability insurance or indemnification, or
both, due to increased exposure to litigation costs and risks resulting from their service to such
corporations and due to the fact that the exposure to liability frequently bears no reasonable
relationship to their compensation;



B. The statutes and judicial decisions regarding the duties of directors and senior officers
are often difficult to apply, ambiguous or conflicting, and therefore fail to provide such
directors and senior officers with adequate, reliable knowledge of legal risks to which they are
exposed or information regarding the proper course of action to take;



C. The Bank recognizes that plaintiffs often seek damages in large amounts and the costs of
litigation may be so enormous (whether or not the case is meritorious) that the defense and/or
settlement of such litigation is often beyond the personal resources of directors and senior
officers;



D. It is critically important to the Bank that it be able to attract and retain the most
capable persons reasonably available to serve as directors and senior officers of the Bank;



E. Indemnitee is a director or senior officer of the Bank and Indemnitee’s willingness to
continue to serve in such capacity is predicated, in substantial part, upon the Bank’s willingness
to indemnify Indemnitee in accordance with the principles reflected above, to the fullest extent
permitted by the laws of the state of Ohio, and upon other undertakings set forth in this
Agreement;



F. The Bank, after reasonable review, believes that the interests of the Bank and its
member-stockholders are best served by a combination of liability insurance and personal
indemnification by the Bank of its directors and senior officers;



G. The Bank’s bylaws (the “Bylaws”) require the Bank to indemnify its directors and
officers. The Bylaws expressly provide that the indemnification provisions set forth therein are
not exclusive, and contemplate that contracts such as this Agreement may be entered into between
the Bank and its directors and senior officers with respect to indemnification;



H. In recognition of the need to provide Indemnitee with contractual protection against
personal liability, in order to procure Indemnitee’s continued service as a director or senior
officer of the Bank and to enhance Indemnitee’s ability to serve the Bank in an effective manner,
and in order to provide such protection pursuant to express contract rights (intended to be
enforceable irrespective of, among other things, any amendment to the Bank’s charter or Bylaws, any
change in the composition of the Bank’s Board of Directors (the “Board”) or any change in the
director’s or senior officer’s status through retirement or resignation, the Bank wishes to provide
in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section
1.2) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee
under the Bank’s directors’ and senior officers’ liability insurance policies;



I. In light of the considerations referred to in the preceding recitals, it is the Bank’s
intention and desire that the provisions of this Agreement be construed liberally, subject to their
express terms, to maximize the protections to be provided to Indemnitee hereunder; and



J. Indemnitee is willing to continue to serve as a director and/or senior officer on the
condition that he or she is furnished the indemnity provided for herein.



NOW, THEREFORE, the parties hereto agree as follows:



1. Definitions. For purposes of this Agreement:



1.1 “Claim” means (i) any threatened, asserted, pending, or completed claim, demand, action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, investigative, or other,
and whether made pursuant to federal, state, or other law; and (ii) any threatened, pending, or
completed inquiry or investigation, whether made, instituted or conducted by the Bank or any other
person, including without limitation any federal, state, or other governmental entity, that
Indemnitee determines might lead to the institution of any such claim, demand, action, suit or
proceeding.



1.2 “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees and all other disbursements or
expenses of the types customarily incurred in connection with defending, preparing to defend,
investigating, participating, or being or preparing to be a witness in a proceeding. Expenses also
shall include expenses incurred in connection with any appeal resulting from any proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.



1.3 “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any
actual, alleged, or suspected act or failure to act by Indemnitee in his or her capacity as a
director or senior officer of the Bank, and/or (ii) any actual, alleged, or suspected act or
failure to act by Indemnitee in respect of any business, transaction, communication, filing,
disclosure or other activity of the Bank, and/or (iii) Indemnitee’s status as a current or former
director or senior officer of the Bank or any actual, alleged or suspected act or failure to act by
Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of
such status.



1.4 “Indemnifiable Losses” means any and all Losses relating to, arising out of, or resulting
from any Indemnifiable Claim.



1.5 “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines,
penalties (whether civil, criminal or other) and amounts paid in settlement following a final,
nonappealable judgment or conviction, including without limitation all interest, assessments and
other charges paid or payable in connection with or in respect of any of the foregoing.



1.6 A “proceeding” includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other
actual, threatened or completed proceeding, whether brought by or in the right of the Bank or
otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is
or will be involved as a party, by reason of the fact that Indemnitee is or was a director of the
Bank, or by reason of any action or inaction on Indemnitee’s part while acting as a director of the
Bank; in each case whether or not Indemnitee is acting or serving in any such capacity at the time
any liability or expense is incurred for which indemnification can be provided under this
Agreement.



1.7 A “senior officer” includes the President, Executive Vice President, and all Senior Vice
Presidents of the Bank.



2. Indemnification



2.1 Subject to and except as limited by Sections 7 and 8 hereof, the Bank shall indemnify,
defend, and hold harmless Indemnitee, to the fullest extent permitted by the laws of the State of
Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to
increase the scope of such permitted indemnification, against any and all Indemnifiable Losses.



2.2 If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Bank for some or a portion of any Losses, but not for the entire amount thereof, the Bank shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.



3. Advancement of Expenses. Indemnitee will have the right to advancement by the Bank
prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to,
arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee upon
receipt of undertakings by or on behalf of Indemnitee: (i) to repay such amount if it shall be
proved by clear and convincing evidence in a court of competent jurisdiction that Indemnitee’s
action or failure to act involved an act or omission undertaken with deliberate intent to cause
injury to the Bank or undertaken with reckless disregard for the best interests of the Bank and
(ii) to cooperate reasonably with the Bank concerning the action, suit or proceeding.



4. Purchase of Insurance. For the duration of Indemnitee’s service as a director or
officer of the Bank, and thereafter for so long as Indemnitee shall be subject to any pending or
possible Indemnifiable Claim, the Bank shall use commercially reasonable efforts (taking into
account the scope and amount of coverage available relative to the cost thereof) to cause to be
maintained in effect policies of directors’ and officers’ liability insurance providing coverage
for directors and/or officers of the Bank that is at least substantially comparable in scope and
amount to that provided by the Bank’s current policies of directors’ and officers’ liability
insurance. In all policies of directors’ and officers’ liability insurance obtained by the Bank,
Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights
and benefits, subject to the same limitations, as are accorded to the Bank’s directors and officers
most favorably insured by such policy. Upon written request of an Indemnitee, the Bank shall
provide Indemnitee with a copy of all directors’ and officers’ liability insurance policies, as
they may be amended and/or supplemented from time to time. Without limiting the generality or
effect of the three immediately preceding sentences, the Bank shall not discontinue or
significantly reduce the scope or amount of coverage under any such policy without the approval of
a majority of the members of the Board. The Indemnitee’s expenses (including attorneys’ fees)
incurred in connection with successfully establishing Indemnitee’s right to recovery under any such
policy of directors’ and officers’ liability insurance shall be indemnified by the Bank.



5. Non-Exclusivity



5.1 The indemnification and advancement of expenses provided by or granted pursuant to
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be
entitled under applicable law, the charter of the Bank, the Bylaws, any indemnity or other
agreement, a resolution of the directors, in connection with any court proceedings brought, or
otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity
while holding such office.



5.2 To the extent that a change in the law governing the Federal Home Loan Banks, whether by
statute, judicial decision, or regulatory action, permits greater indemnification than is afforded
under this Agreement without adverse impact on or materially increased cost to the Bank, then the
Bank shall indemnify Indemnitee hereunder to the fullest extent so permitted.



6. Notification and Defense of Claim.



6.1 Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or
proceeding, Indemnitee shall, if a claim thereof is to be made against the Bank hereunder, notify
the Bank of the commencement thereof. The failure to promptly notify the Bank of the commencement
of the action, suit, or proceeding, or Indemnitee’s request for indemnification, will not relieve
the Bank from any liability that it may have to Indemnitee hereunder, except to the extent the Bank
is prejudiced in its defense of such action, suit or proceeding as a result of such failure.



6.2 In the event the Bank shall be obligated to pay the expenses of Indemnitee with respect to
an action, suit or proceeding, as provided in this Agreement, the Bank, if appropriate, shall be
entitled to assume the defense of such action, suit or proceeding, with counsel reasonably
acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do
so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of
such counsel by the Bank, the Bank will not be liable to Indemnitee under this Agreement for any
fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or
proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in
such action, suit or proceeding at Indemnitee’s own expense and (2) if (i) the employment of
counsel by Indemnitee has been previously authorized in writing by the Bank, (ii) counsel to the
Bank or Indemnitee shall have reasonably concluded that there may be a conflict of interest or
position, or reasonably believes that a conflict is likely to arise, on any significant issue
between the Bank and Indemnitee in the conduct of any such defense, or (iii) the Bank shall not, in
fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees
and expenses of Indemnitee’s counsel shall be at the expense of the Bank, except as otherwise
expressly provided by this Agreement. The Bank shall not be entitled, without the consent of
Indemnitee, to assume the defense of any claim brought by or in the right of the Bank or as to
which counsel for the Bank or Indemnitee shall have reasonably made the conclusion provided for in
clause (ii) above.



6.3 Notwithstanding any other provision of this Agreement to the contrary, to the extent that
Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Bank, a witness or
otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party
to the action, suit or proceeding, the Bank shall indemnify Indemnitee against all expenses
(including attorneys’ fees) actually and reasonable incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.



7. Procedure for Indemnification.



7.1 To obtain indemnification, Indemnitee shall promptly submit to the Bank a written request,
including therein or therewith such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Bank shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that Indemnitee has requested indemnification.



7.2 To the extent that Indemnitee has been successful on the merits or otherwise in connection
with any Indemnifiable Claim or any portion thereof or in defense of any claim, issue or matter
therein, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out
of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of
Conduct Determination (as defined in Section 7.3) will be required. In the event that a matter as
to which there has been a dismissal without prejudice is later revived in the same or similar form,
the matter will be treated as a new Claim for all purposes of this Agreement.



7.3 To the extent that the provisions of Section 7.2 are inapplicable to an Indemnifiable
Claim that will have been finally disposed of, any determination of whether Indemnitee has
satisfied any applicable standard of conduct under Ohio law that is a legally required condition
precedent to indemnification of Indemnitee hereunder (a “Standard of Conduct Determination”) will
be made as follows: (1) by the Board by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding; or (2) if such quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.
Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination,
including providing to such person or persons, upon reasonable advance request, any documentation
or information which is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such determination.



7.4 The Bank shall use its reasonable best efforts to cause any Standard of Conduct
Determination required under Section 7.3 to be made as promptly as practicable. If (i) the person
or persons empowered or selected under Section 7.3 to make the Standard of Conduct Determination
shall not have made a determination within 60 days after the later of (A) receipt by the Bank of
written notice from Indemnitee advising the Bank of the final disposition of the applicable
Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection
of an independent counsel, if such determination is to be made by independent counsel that is
permitted under the provisions of Section 7.3 to make such determination, and (ii) Indemnitee shall
have fulfilled his/her obligations set forth in the last sentence of Section 7.3, then Indemnitee
shall be deemed to have satisfied the applicable standard of conduct; provided that such 60-day
period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or
persons making such determination in good faith requires such additional time for the obtaining or
evaluation of documentation and/or information relating thereto.



7.5 If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable
Losses pursuant to Section 7.2, or (ii) Indemnitee has been determined or deemed pursuant to
Section 7.3 or 7.4 to have satisfied any applicable standard of conduct under Ohio law that is a
legally required condition precedent to indemnification of Indemnitee hereunder, then the Bank
shall pay to Indemnitee, within 30 days after the later of (x) the Notification Date in respect of
the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses resulted and (y) the
earliest date on which the applicable criterion specified in clause (i) or (ii) above shall have
been satisfied, an amount equal to the amount of such Indemnifiable Losses.



7.6 If a Standard of Conduct Determination is to be made by independent legal counsel pursuant
to Section 7.3, such counsel shall be selected by the Board and the Bank shall give written notice
to Indemnitee advising him or her of the identity of the independent legal counsel so selected.
Indemnitee may, within 5 business days after receiving the written notice of selection from the
Board, deliver to the Board a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the independent legal counsel so selected is
then, or in the five years preceding such date has been, retained to represent: (i) the Bank in any
matter material to the Bank or (ii) any other named (or, as to a threatened matter, reasonably
likely to be named) party to the Indemnifiable Claim giving rise to the claim for indemnification
hereunder. Absent a proper and timely objection, the person or firm so selected will act as
independent legal counsel. If such written objection is properly and timely made and
substantiated, (i) the independent legal counsel so selected may not serve as independent legal
counsel unless and until such objection is withdrawn or a court has determined that such objection
is without merit and (ii) the Bank may, at its option, select an alternative independent legal
counsel and give written notice to Indemnitee advising Indemnitee of the identity of the
alternative independent legal counsel, in which case the provisions of the two immediately
preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and
notice. The date of the selection of independent legal counsel for purposes of clause (B) in
Section 7.4 shall be the fifth business day after the date upon which the Bank has provided notice
to Indemnitee of the Bank’s selected independent legal counsel for whom no objection is both made
and sustained by Indemnitee pursuant to this Section 7.6.



7.7 The Bank shall indemnify Indemnitee against any expenses (including attorneys’ fees)
incurred in connection with successfully establishing Indemnitee’s right to indemnification, in
whole or in part, in any proceeding or otherwise.



7.8 In making any Standard of Conduct Determination, the person or persons making such
determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and
the Bank may overcome such presumption only by its adducing clear and convincing evidence to the
contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by
the Indemnitee in Federal courts in Ohio specified in Section 20 below.



8. Limitations on Indemnification. Notwithstanding any other provision herein to the
contrary, the Bank shall not be obligated pursuant to this Agreement:



8.1 To indemnify or advance expenses to Indemnitee with respect to an action, suit or
proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or
proceeding brought to establish or enforce a right to indemnification (which shall be governed by
the provisions of Section 8.2 of this Agreement), unless such action, suit or proceeding (or part
thereof) was authorized or consented to by the Board.



8.2 To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any
action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless
Indemnitee is successful in establishing Indemnitee’s right to indemnification in such action, suit
or proceeding, in whole or in part, or unless and to the extent that the court in such action, suit
or proceeding shall determine that, despite Indemnitee’s failure to establish Indemnitee’s right to
indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that
nothing in this Section 8.2 is intended to limit the Bank’s obligation with respect to the
advancement of expenses to Indemnitee in connection with any such action, suit or proceeding
instituted by Indemnitee to enforce or interpret this Agreement.



9. Subrogation. In the event of payment under this Agreement, the Bank shall be subrogated
to the extent of such payment to all of the related rights of recovery of Indemnitee against other
persons or entities.



10. No Duplication of Payment. The Bank shall not be liable under this Agreement to make
any payment to Indemnitee in respect of any Indemnifiable Loss to the extent Indemnitee has
otherwise actually received payment under any insurance policy or otherwise in respect of such
Indemnifiable Loss.



11. Certain Settlement Provisions. The Bank shall have no obligation to indemnify
Indemnitee under this Agreement for amounts paid in settlement of any action, suit or proceeding
without the Bank’s prior written consent, which shall not be unreasonably withheld. The Bank shall
not settle any action, suit or proceeding in any manner that would impose any fine or other
obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be
unreasonably withheld.



12. Survival of Rights; Modification and Amendment.



12.1 The Bank expressly acknowledges that the rights conferred upon Indemnitee pursuant to
this Agreement are contract rights which vested immediately upon the execution of this Agreement by
the parties hereto and, as to proceedings within the scope of this Agreement, shall survive
indefinitely Indemnitee’s termination of service as a director or officer of the Bank.



12.2 No supplement, modification, termination or amendment of this Agreement shall be binding
unless executed in writing by both 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.



13. Enforcement. The Bank agrees that its execution of this Agreement shall constitute a
stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which
a proceeding by Indemnitee for enforcement of Indemnitee’s rights hereunder shall have been
commenced, continued or appealed, that its obligations set forth in this Agreement are unique and
special, and that failure of the Bank to comply with the provisions of this Agreement will cause
irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate.
As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with
respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief
directing specific performance by the Bank of its obligations under this Agreement.



14. Severability. The provisions of this Agreement are intended to be severable. If any
provision of this Agreement is found by a court to be unenforceable or invalid due to conflict with
public or regulatory policy or otherwise (including, without limitation, any law permitting the
Director of the Federal Housing Finance Agency to prohibit or limit indemnification payments by the
Bank), the remaining provisions shall remain in full force and effect notwithstanding such finding.



15. Successors and Assigns. All of the terms and provisions of this Agreement shall be
binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and
their respective successors, assigns, heirs, executors, administrators and legal representatives.
The Bank shall require and cause any direct or indirect successor (whether by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Bank, by
written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that the Bank would
be required to perform if no such succession had taken place.



16. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any
prior agreement or understanding, oral, written or implied, between the parties hereto with respect
to the subject matter hereof.



17. Notices. All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal
business hours of the recipient, and if not so confirmed, then on the next business day, (c) five
days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent:



(a) To Indemnitee at the address set forth below Indemnitee’s signature hereto.




	 	(b)	 	To the Bank at:





	 	 	 
	1000 Atrium Two
	221 E. Fourth Street
	Cincinnati, OH 45202
	Attention:
	 	Andrew S. Howell

Executive Vice President

Phone: (513) 852-7526

Fax: (513) 852-5747

E-mail: howellas@fhlbcin.com

	 	 	 







or to such other address as may have been furnished to Indemnitee by the Bank or to the Bank by
Indemnitee, as the case may be.



18. Counterparts. This Agreement may be executed in two counterparts, each of which shall
be deemed an original, and which together shall constitute one and the same Agreement. This
Agreement may also be executed and delivered by facsimile signature.



19. Headings. 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.



20. Governing Law and Consent to Jurisdiction. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Ohio, without regard to
conflict of laws rules. Each of the Bank and Indemnitee hereby irrevocably and unconditionally (i)
agrees that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the District Court of the United States for the Southern District of Ohio (the
“District Court”), and not in any other state or federal court in the United States of America or
any court in any other country, (ii) consents to submit to the exclusive jurisdiction of the
District Court for purposes of any action or proceeding arising out of or in connection with this
Agreement, (iii) waives any objection to the laying of venue of any such action or proceeding in
the District Court, and (iv) waives, and agree not to plead or to make, any claim that any such
action or proceeding brought in the District Court has been brought in an improper or inconvenient
forum.



SIGNATURE PAGE TO FOLLOW



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the date
first above written.




FEDERAL HOME LOAN BANK OF CINCINNATI




By:      

David H. Hehman

President





INDEMNITEE




Name:




Address:



SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT