EX-10.1






Exhibit 10.1




March 17, 2014




Carole L. Cossé:



This letter is to confirm our discussion regarding your employment with the Federal Home Loan
Bank of Cincinnati (the “Bank”) ending effective March 17, 2014. The Bank is interested in
effecting your separation in an amicable fashion and consistent with that interest is willing to
provide you with a package of separation benefits to which you are not otherwise entitled in
exchange for your execution of this letter agreement (the “Agreement”). We believe this is a
mutually beneficial arrangement.



If you agree with the understanding and commitments set forth in this letter, this Agreement
will constitute our complete agreement concerning your separation from employment and the
additional benefits which you will receive in conjunction with that separation. If you sign this
Agreement, you will receive the benefits as set forth in paragraphs A and B. If you do not sign
this Agreement, you will only receive those benefits set forth in paragraph A. As an executive
officer of the Bank, the effectiveness of, and terms, and part or all of the payments under this
Agreement may be subject in all respects to review and approval by the Federal Housing Finance
Agency (“FHFA”).




	 	A.	 	BENEFITS RECEIVED WHETHER YOU SIGN THIS AGREEMENT OR NOT: In the event you
choose not to sign this Agreement, you shall receive only those benefits to which you
are already entitled, namely:






	 	a.	 	You will receive your current salary through the pay period
ending date of March 28, 2014.






	 	b.	 	The Bank will provide you with the necessary information and
forms in relation to your option to purchase continued health insurance
coverage (i.e., medical, dental and vision), commencing April 1, 2014, under
the Bank’s health insurance continuation program, including the Supplemental
Retiree Benefits program, consistent with past practice and the applicable
law.






	 	c.	 	The Bank will pay you all accrued but unused vacation as of
the ending date of your employment March 17, 2014.






	 	d.	 	You will have the option to convert your life and long-term
disability insurance coverages, if applicable, to individual policies
consistent with the terms of such coverages. If you wish to convert to
individual coverage policies, please contact Human Resources as soon as
possible to complete the necessary forms.






	 	e.	 	You will be entitled to your account balance through March
17, 2014 (including all voluntary and matching contributions) under the Bank’s
Thrift Plan, subject to the plan’s normal withdrawal and distribution rules.






	 	f.	 	You will be entitled to your defined pension plan benefit
under the Bank’s Retirement Plan in accordance with and pursuant to the terms
of the Retirement Plan, subject to the plan’s normal withdrawal and
distribution rules.






	 	B.	 	ADDITIONAL BENEFITS: If you sign this Agreement and it becomes effective,
you will receive the following additional package of separation benefits to which you
are not otherwise entitled.






	 	a.	 	The Bank will pay you six months separation pay. This
separation pay will be in the gross amount of $157,000. The Bank will deduct
tax withholding as required by law. The separation pay will be paid to you in
thirteen biweekly installments beginning on the next regular pay date
following the effective date of this Agreement and approval by the FHFA.






	 	b.	 	You shall remain eligible to receive a prorated incentive
payment of the annual incentive award in accordance with the Bank’s Incentive
Compensation Plan for year 2014. The prorated amount shall be based on the
last day of employment of March 17, 2014, notwithstanding the provisions of
Section 9.3 of the Incentive Compensation Plan. The prorated amount of your
salary shall be based on the last day of your employment being March 17, 2014.
Any amount due hereunder shall be paid to you according to the terms of the
Plan which for purposes of the Agreement will be based solely on the Bank’s
actual performance results (as measured at December 31, 2014). In the event of
your death prior to such payment, any amount due hereunder shall be paid to
your beneficiary as designated under the Bank’s Retirement Plan.






	 	c.	 	You shall remain eligible to receive a prorated incentive
payment for the 2012-2014 Transitional Plan (TP) and the deferred components
of the 2012 and 2013 Incentive Compensation Plans (ICPs). The prorated amount
shall be based on the last day of employment of March 17, 2014,
notwithstanding the provisions of Section 8.1 (TP) and Section 9.3 of the 2012
and 2013 ICPs. Any amounts due hereunder shall be paid to you according to the
terms of the Plans which for purposes of the Agreement will be based solely on
the Bank’s actual performance results at the period(s) ending December 31. In
the event of your death prior to such payment, any amount due hereunder shall
be paid to your beneficiary as designated under the Bank’s Retirement Plan.






	 	d.	 	In relation to your option to purchase continued health
insurance coverage and pursuant to your rights under the Bank’s health
insurance continuation program and Supplemental Retiree Benefits program, and
provided that you timely elect to continue coverage and provided further that
you remain eligible to continue coverage under the Bank’s plan, the Bank will
pay the entire premium cost of continuing your and your eligible family
members elected health insurance coverages (i.e., medical, dental and vision)
for six months (through a period ending no later than September 30, 2014).






	 	e.	 	The Bank agrees not to contest any claim you may file for
unemployment compensation benefits.






	 	C.	 	RELEASE AND WAIVER. In return for the additional benefits described in
paragraph B, you agree that you release and waive any and all legal claims you could
bring against the Bank, its directors, officers, employees or agents, its related
entities and facilities (“Releasees”), including but not limited to claims of age
discrimination under the federal Age Discrimination in Employment Act of 1967 and
claims under Title VII of the Civil Rights Act, the Americans with Disabilities Act,
and the Family and Medical Leave Act, all as amended, and any other statute, law or
ordinance.






You agree to cooperate with the Bank in the truthful and honest prosecution and/or
defense of any claim, including (without limitation) the litigation involving the
Lehman claims, in which the Releasees may have an interest (subject to reasonable
limitations concerning time and place), which may include (without limitation)
making yourself available to participate in any proceeding involving any of the
Releasees, allowing yourself to be interviewed by representatives, including
lawyers of the Bank, appearing for depositions and testimony without requiring a
subpoena, and producing and/or providing any documents, whether in hard copy or
electronic, information and names of other persons with relevant information, all
without a claim of privilege against Releasees.




You further agree that (1) you have returned all Bank documents and property in
your possession to the Bank including access cards, keys, iPhone, iPad, PC and any
access passwords to these devices or files; (2) you will not make any statements to
any person or organization orally or in writing, disparaging the Bank, its
activities, its employees or its agents; and (3) you will keep the contents of this
Agreement confidential, except with regard to your legal advisors and your
financial advisors (all of whom will be similarly bound by this provision).




You are advised to consult with an attorney regarding this Agreement. You have 21
days from the date of your receipt of this Agreement to consider accepting it.
Once you have accepted this Agreement (by signing one copy and delivering it to me
in person or by mail), you may revoke your agreement by delivering to me within
seven days a written notice of revocation. This Agreement shall not become
effective or enforceable and no payment or other benefit shall be made until that
seven-day period has expired.




Please understand that this Agreement sets forth the complete understanding, and
supersedes any and all discussions and other agreements between us, regarding your
employment and separation from employment. The Agreement set forth in this letter
can only be amended in a writing signed by both of us.




If you sign and return a copy of this Agreement to me, you are acknowledging that
you have read it carefully, had sufficient time to review it and understand that it
represents a voluntary, full and final settlement of all claims, known or unknown,
with respect to your employment with and separation from Bank.



Sincerely yours,



/s/ Andrew S. Howell



March 17, 2014




Andrew S. Howell



President & CEO



AGREED:



/s/ Carole L Cossé     


Carole L. Cossé



cc: Elizabeth B. Pitner



Vice President, Human Resources