ltip_doc.htm


     

    


    


    


    


    


    


    


    


    


    


    


    FEDERAL
HOME LOAN BANK OF TOPEKA

     

    Long-Term
Incentive Plan

     

     

    Effective
January 1, 2009

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FEDERAL
HOME LOAN BANK OF TOPEKA

    Long-Term
Incentive Plan

     

    TABLE
OF CONTENTS

     

    


    


    1.0   Plan
Objectives

    2.0   Definitions

    3.0   Eligibility

    4.0   Base
Award Opportunity

    5.0   Performance
Measures

    6.0   Final
Award

    7.0   Distribution
of Final Awards

    8.0   Plan
Communication

    9.0   Administrative
Control

    10.0 Miscellaneous
Conditions

    Appendices


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    FEDERAL
HOME LOAN BANK OF TOPEKA

    Long-Term
Incentive Plan

     

    PLAN
DOCUMENT

     

    1.0 Plan
Objectives

     

    
      	
              1.1  

            	
              The
      purpose of the Federal Home Loan Bank of Topeka Long-Term Incentive Plan
      is to:

            


    

     

    
      	
              1.1.1  

            	
              Promote
      consistently high value creation for FHLBank Topeka members by promoting
      the long-term growth and profitability of FHLBank Topeka in accordance
      with the achievement of its long-term strategic objectives and
      mission;

            


    

     

    
      	
              1.1.2  

            	
              Promote
      key employee loyalty and dedication to FHLBank Topeka and its strategic
      objectives by rewarding performance that facilitates the growth and
      financial stability and success of FHLBank
  Topeka;

            


    

     

    
      	
              1.1.3  

            	
              Increase
      FHLBank Topeka’s capacity to attract, retain and motivate key employees by
      enhancing its ability to offer competitive total compensation to key
      employees who are also vital to FHLBank Topeka’s future
      success.

            


    

     

    Payments
awarded under this plan, when combined with base salary, Short Term Incentive
Plan (STIP) awards, and other benefits are designed to provide competitive total
compensation to key employees for achieving FHLBank Topeka’s desired strategic
objectives.  Total compensation is targeted to be at the 50th
percentile relative to similar key employee positions at other
FHLBanks.  If total targeted compensation is above the 50th
percentile, then the Compensation Committee may recommend a corresponding
decrease in the STIP targeted award during that corresponding
period.

     

    
      	
              1.2  

            	
              The
      Plan is a cash-based long-term incentive plan that establishes individual
      Base Award Opportunities related to achievement of FHLBank Topeka
      performance hurdles relative to the other FHLBanks and individual
      performance over a three-year Performance
  Period.

            


    

     

    
      	
              1.3  

            	
              The
      Base Award Opportunity, Performance Measures, Final Value of Incentive,
      Participants, and other terms are set forth in
      Appendix A.

            


    

     

    2.0 Definitions

     

    
      	
              2.1  

            	
              When
      used in this Long-Term Incentive Plan, the following words and phrases
      shall have the following meaning:

            


    

     

    
      	
              2.1.1  

            	
              Base Award Opportunity
      means the award that may be earned during a Performance Period for
      achieving target performance levels under each Performance
      Measure;

            


    

     

    
      	
              2.1.2  

            	
              Board means FHLBank
      Topeka’s Board of Directors;

            


    

     

    
      	
              2.1.3  

            	
              Compensation Committee
      means the Compensation Committee of the
Board;

            


    

     

    
      	
              2.1.4  

            	
              Extraordinary
      Occurrences means those events that, in the opinion and discretion
      of the Compensation Committee, are outside the significant influence of
      the Participants or FHLBank Topeka and are likely to have a significant
      unanticipated effect, whether positive or negative, on FHLBank Topeka’s
      operating and/or financial results;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.1.5  

            	
              FHFA means Federal
      Housing Finance Agency;

            


    

     

    
      	
              2.1.6  

            	
              FHLBank Topeka means
      Federal Home Loan Bank of Topeka;

            


    

     

    
      	
              2.1.7  

            	
              Final Award means the
      amount ultimately paid to a Participant under the Plan for a Performance
      Period;

            


    

     

    
      	
              2.1.8  

            	
              Participant means a
      person who is eligible to take part in the Plan for a designated
      Performance Period;

            


    

     

    
      	
              2.1.9  

            	
              Performance Measure
      means each performance factor that is taken into consideration under the
      Plan in determining the value of the Final
  Award;

            


    

     

    
      	
              2.1.10  

            	
              Performance Period
      means a three-year period over which FHLBank Topeka’s performance is
      measured, with the current period to be as set forth at
      Appendix A;

            


    

     

    
      	
              2.1.11  

            	
              Plan means the Federal
      Home Loan Bank of Topeka Long-Term Incentive
  Plan;

            


    

     

    
      	
              2.1.12  

            	
              Plan Award means an
      amount that is provisionally determined at the end of the Performance
      Period subject to adjustment as provided in
    Section 6.4;

            


    

     

    
      	
              2.1.13  

            	
              Strategic Planning
      Group means the group of management employees assigned to the
      Strategic Planning Group of FHLBank
Topeka.

            


    

     

    3.0 Eligibility

     

    
      	
              3.1  

            	
              Individual
      employees eligible for participation for a Performance Period will be
      recommended by the President/CEO to the Compensation Committee for
      approval.  In the case of the President/CEO, the Compensation
      Committee has sole authority to approve the President/CEO’s eligibility
      during that applicable Performance
Period.

            


    

     

    
      	
              3.2  

            	
              Eligibility
      shall be limited to a select group of management or other
      highly-compensated employees (i.e., key employees), but normally will be
      further limited to the President/CEO and senior officers who are members
      of the Strategic Planning Group.  Other key employees may be
      recommended as Participants on a limited basis to address extraordinary
      performance and/or other criteria and considerations as determined by the
      Compensation Committee.

            


    

     

    
      	
              3.3  

            	
              There
      will be four levels of
participation:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Level
      I:

            	
              President
      & CEO

            
	 
      	 
      
	
              Level
      II:

            	
              Chief
      Operating Officer; Chief Financial Officer

            
	 
      	 
      
	
              Level
      III:

            	
              Other
      Senior Officers who are members of the Strategic Planning
      Group

            
	 
      	 
      
	
              Level
      IV:

            	
              Other
      Key Employees

            
	 
      	 
      


    

    
      	
              3.4  

            	
              The
      list of eligible Participants is set forth at Appendix A.

            


    

     

    
      	
              3.5  

            	
              An
      employee who is otherwise eligible under this Plan as set forth above
      remains otherwise subject to and shall cease to remain a Participant
      within the Plan for violation of either or both of the following
      requirements:

            


    

     

    
      	
              a)  

            	
              Non-disclosure.  In
      and as a result of the Participant’s employment with FHLBank Topeka,
      Participant is or will be making use of, acquiring knowledge of and/or
      adding to confidential or proprietary information relating to FHLBank
      Topeka and its affiliates, including, without limitation, FHLBank Topeka’s
      systems, procedures, policies, manuals, trade secrets, business plans,
      financial data, strategies, methods of conducting business, processes,
      procedures, standards, know-how, manuals, techniques, technology,
      confidential reports and all other information, knowledge, or data of any
      kind or nature relating to the products, services, or business of FHLBank
      Topeka or any subsidiary, parent or other affiliate of FHLBank Topeka
      (collectively, “Confidential Information”).  As a material
      inducement to FHLBank Topeka to allow Participant to be eligible under the
      Plan, Participant shall not, at any time during or following the term of
      his employment with FHLBank Topeka, directly or indirectly, except in
      furtherance of FHLBank Topeka business and in accordance with FHLBank
      Topeka policies, use, disseminate, divulge or disclose, for any purpose
      whatsoever, any Confidential
Information.

            


    

     

    
      	
              b)  

            	
              Non-solicitation.  In
      acknowledgement and recognition of the highly competitive and unique
      nature of FHLBank Topeka’s business, Participant shall not, during his
      continued employment and for the one-year period following termination of
      such relationship, directly or indirectly, either by himself or through
      others, as an individual, partner, employee, agent, officer, stockholder
      or otherwise:

            


    

     

    
      	
              a.  

            	
              solicit,
      divert, take away or attempt to take away the business of the FHLBank
      Topeka’s present or past customers that otherwise exist at the time of
      termination, or such customers of any affiliated or related
      companies;

            


    

     

    
      	
              b.  

            	
              Solicit,
      hire, employ or endeavor to employ any of FHLBank Topeka’s employees, or
      independent contractors.

            


    

     

    
      	
              c)  

            	
              Remedies.  By
      virtue of his signing of the Participation Agreement set forth at
      Appendix B, Participant acknowledges the terms and conditions of that
      Agreement, as well as that FHLBank Topeka will suffer irreparable damage
      and injury and will not have an adequate remedy at law in the event of any
      actual, threatened or attempted breach by the Participant of any provision
      of the Plan or the specific provisions of subparagraph a or b
      above.  Accordingly, in the event of a threatened, attempted or
      actual breach by Participant of any provision of the Plan, or subparagraph
      a or b, in addition to all other remedies to which FHLBank Topeka is
      entitled at law, in equity or otherwise, FHLBank Topeka may be entitled to
      a temporary restraining order and a permanent injunction or a decree of
      specific performance of any provision of subparagraph a or
      b.  The foregoing remedies will not be deemed to be the
      exclusive rights or remedies of FHLBank Topeka for any breach of or
      noncompliance with the terms of this Plan, or the Participation Agreement
      signed by the Participant but will be in addition to all other rights and
      remedies available to FHLBank Topeka at law, in equity or
      otherwise.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.0 Base
Award Opportunity

     

    
      	
              4.1  

            	
              No
      later than the beginning of each Performance Period, FHLBank Topeka will
      present a Base Award Opportunity to Participants.  The Base
      Award Opportunity is equal to a percentage of each Participant’s annual
      base salary at the beginning of the Performance Period as described in
      Appendix A.  Certain
      key employees have a greater and more direct impact than others on the
      annual success of FHLBank Topeka; therefore, these differences are
      recognized by varying Base Award Opportunities for each Participant by
      level of participation.

            


    

     

    
      	
              4.2  

            	
              No
      later than the beginning of the Performance Period, the President/CEO may
      recommend to the Compensation Committee that a discretionary award
      opportunity (the President’s Award) be made to a Level II or Level III
      Participant and/or a Level IV Participant for extraordinary performance
      and/or other criteria and considerations as determined by the Compensation
      Committee.

            


    

     

    5.0 Performance
Measures

     

    
      	
              5.1  

            	
              Three
      achievement levels will be defined for each Performance
      Measure:

            


    

     

    
      	
              Threshold

            	
              The
      minimum achievement level acceptable for the Performance
      Measure.

            
	 
      	 
      
	
              Target

            	
              The
      expected achievement level for the Performance Measure.

            
	 
      	 
      
	
              Maximum

            	
              The
      achievement level for the Performance Measure that substantially exceeds
      the Target level of achievement.

            
	 
      	 
      


    

    
      	
              5.2  

            	
              Performance
      between Threshold – Target, and Target – Maximum shall be calculated by
      linear interpolation of the achievement point in the applicable
      performance range, as determined by the Compensation
      Committee.

            


    

     

    
      	
              5.3  

            	
              Performance
      Measures for a Performance Period will be established by the Compensation
      Committee.

            


    

     

    6.0 Final
Award Determination

     

    
      	
              6.1  

            	
              Except
      as provided in Section 6.3, Plan Awards are based on the achievement
      of Bankwide performance goals and Participants achieving satisfactory
      levels of individual performance; provided, however, if FHLBank Topeka
      fails to achieve performance at or above the Performance Measure(s) set
      forth in Section 5, Plan Awards may be reduced or eliminated for that
      Performance Period.

            


    

     

    
      	
              6.2  

            	
              A
      Participant’s Plan Award for a Performance Period equals the Base Award
      Opportunity plus any discretionary awards that may be granted under the
      President’s Award as set forth on
  Appendix A.

            


    

     

    
      	
              6.3  

            	
              Final
      Awards for a Performance Period are determined by the Compensation
      Committee promptly after the Performance Period based upon the
      Compensation Committee’s analysis of all applicable standards set forth
      herein and/or consideration of performance that is not captured in the
      Performance Measures.  The Compensation Committee may also
      consider Extraordinary Occurrences when assessing performance results and
      determining Final Awards and may adjust the Performance Measures to ensure
      that the purpose of the Plan is
served.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.4  

            	
              The
      above notwithstanding, a Final Award shall not be payable for any
      Performance Period under the following
  circumstances:

            


    

     

    
      	
              a)  

            	
              FHLBank
      Topeka receives a cumulative “4” rating in its FHFA examination, or other
      equivalent “operating in an unsafe or unsound condition, or with unsafe or
      unsound practices” rating from applicable regulatory authorities during
      any year within the Performance
Period.

            


    

     

    
      	
              b)  

            	
              FHLBank
      Topeka has negative net income, as defined and in accordance with GAAP
      accounting standards, for the cumulative Performance
    Period.

            


    

     

    
      	
              c)  

            	
              Specific
      to each Participant only, such Participant does not achieve satisfactory
      individual achievement levels during the applicable Performance
      Period.  For purposes of this Plan, the determination of whether
      performance is deemed “satisfactory” is in the sole discretion of the
      Compensation Committee.

            


    

     

    
      	
              6.5  

            	
              The
      Final Award shall be reduced by 1/3 for each year during the Performance
      Period in which FHLBank Topeka has negative net income, as defined and in
      accordance with GAAP accounting
standards.

            


    

     

    7.0 Distribution
of Final Awards

     

    
      	
              7.1  

            	
              All
      Final Awards will be paid out in cash and will be subject to appropriate
      payroll tax withholdings.

            


    

     

    
      	
              7.2  

            	
              No
      Final Award received by a Participant shall be considered as compensation
      for purposes of determining benefits under any employee benefit plan of
      FHLBank Topeka, except as otherwise determined by FHLBank
      Topeka.

            


    

     

    
      	
              7.3  

            	
              Final
      Awards will be made as soon as practical following the end of the
      Performance Period, but no later than 2 1⁄2 months following the end of the
      applicable Performance Period.

            


    

     

    8.0 Plan
Communication

     

    
      	
              8.1  

            	
              The
      Compensation Committee, or its designee(s) shall communicate with
      Participant(s) regarding the Plan in accordance with the following
      schedule:

            


    

     

    
      	
              Fourth
      quarter of the year preceding the Performance Period

            	
              Communicate
      Performance Measures and identify Plan Participants for the next
      Performance Period.

            
	 
      	 
      
	
              First
      quarter of the Performance Period

            	
              Communicate
      Performance Measures and specific hurdles for the Performance
      Period.

            
	 
      	 
      
	
              Annually

            	
              Interim
      assessments of progress toward achieving Performance
    Measures.

            
	 
      	 
      
	
              End
      of Performance Period

            	
              Final
      assessment of FHLBank Topeka and individual
performance.

            
	 
      	 
      


    

    9.0 Administrative
Control

     

    
      	
              9.1  

            	
              Oversight
      of the Plan’s operation will be provided by the Compensation
      Committee.  Administration of the Plan shall be provided by the
      Compensation Committee, with delegated authority to FHLBank Topeka’s
      President/CEO, Human Resources Department, or other employees as
      applicable.

            


    

     

    
      	
              9.2  

            	
              The
      Compensation Committee, in consultation with the President/CEO has full
      discretion and authority and is otherwise responsible for interpreting and
      applying the terms of the Plan.  These interpretations and
      applications shall be final and
binding.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.0 Miscellaneous
Conditions

     

    
      	
              10.1  

            	
              Except
      as provided in Section 10.3, Participants must be employed by FHLBank
      Topeka on the date of payment for the Performance Period, and otherwise
      not in violation of Section 3.5, to receive a Final
      Award.

            


    

     

    
      	
              10.2  

            	
              Employees
      of FHLBank Topeka who are hired, transferred, or promoted into an eligible
      position during the first six months of the Performance Period may be
      recommended for participation in the Plan in accordance with
      Section 3.1, and receive a prorated Base Award Opportunity calculated
      as a percentage of the employee’s new base salary at the time of the
      promotion.

            


    

     

    
      	
              10.3  

            	
              Notwithstanding
      the provisions of Section 10.1, if a Participant incurs a Termination
      of Service (i) due to death, (ii) due to Disability,
      (iii) due to Retirement, (iv) by the Participant for Good Reason
      or (v) by the Bank without Cause during the Performance Period any
      portion of his or her Plan Award eligible to become earned in the
      Performance Periods in which the termination occurs will, to the extent
      the Performance Measures for such Performance Periods are satisfied, be
      treated as earned and payable to the Participant or his or her beneficiary
      (as designated under a completed Beneficiary Designation) in a pro rata
      manner equivalent to the period of time during the Performance Periods
      that the Participant participated in the
Plan.

            


    

     

    
      	
              a)  

            	
              For
      purposes of the Plan and this section, Disability means, as a
      result of the Participant’s incapacity due to physical or mental illness,
      the Participant has been absent from his or her duties with FHLBank Topeka
      for an aggregate of 12 out of 15 consecutive months and, within 30 days
      after a written notice of termination is thereafter given by FHLBank
      Topeka to the Participant, the Participant does not return to the
      full-time performance of the Participant’s
  duties.

            


    

     

    
      	
              b)  

            	
              Retirement means the
      planned and voluntary termination of the Participant’s employment on or
      after the Participant has attained age 62 with five years of
      employment.

            


    

     

    
      	
              c)  

            	
              For
      purposes of the Plan, “Good Reason” will mean a Termination of Service by
      the Participant under any of the following
  circumstances:

            


    

     

    
      	
              a.  

            	
              During
      the period:  (A) beginning with the earliest to occur of
      the following three dates, as applicable:  (I) 12 months
      prior to the execution of a definitive agreement regarding a
      Reorganization of FHLBank Topeka or (II) if a Reorganization has been
      mandated by federal statute, rule, regulation or directive, 12 months
      prior to the effective date of such Reorganization or (III) 12 months
      prior to the adoption of a plan or proposal for the liquidation or
      dissolution of FHLBank Topeka, and (B) ending on the effective date
      of such Reorganization.

            


    

     

    i. a
material change in the Participant’s status, position, job title or principal
duties and responsibilities as a key employee of FHLBank Topeka which does not
represent a promotion from the Participant’s status and position as in effect as
of the date hereof (hereinafter, Position), or

     

    ii. the
assignment to the Participant of any duties or responsibilities (or removal of
any duties or responsibilities), which assignment or removal is materially
inconsistent with such Position, or

     

    iii. any
removal of the Participant from such Position (including, without limitation,
all demotions and harassing assignments), except in connection with the
termination of the Participant’s employment for Cause or Disability, or as a
result of the Participant’s death;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              b.  

            	
              any
      material breach by FHLBank Topeka of any provisions of this Plan or any
      other agreement with the Participant;
or

            


    

     

    
      	
              c.  

            	
              any
      failure by FHLBank Topeka or its successors and assigns to obtain the
      assumption of this Plan by any successor or assign of FHLBank
      Topeka.

            


    

     

    
      	
              d)  

            	
              For
      purposes of the Plan, “Cause” means (1) continued failure of the
      Participant to perform his or her duties with FHLBank Topeka (other than
      any such failure resulting from Disability), after a demand for
      performance by the Board; (2) personal dishonesty, incompetence,
      willful misconduct, breach of fiduciary duty involving personal profit,
      intentional failure to perform stated duties, or willful violation of any
      law, rule or regulation (other than routine traffic violations or similar
      offenses); or (3) removal of the Participant for cause by the FHFA
      pursuant to 12 U.S.C.  1422b(a)(2), or by any successor agency
      to the FHFA pursuant to a similar
statute.

            


    

     

    
      	
              10.4  

            	
              The
      designation of an employee as a Participant in the Plan does not guarantee
      employment.  Nothing in this Plan will confer on any employee
      the right to be retained in the service of FHLBank Topeka nor limit the
      right of FHLBank Topeka to terminate or otherwise deal with any
      employee.

            


    

     

    
      	
              10.5  

            	
              The
      Board has the right to revise, modify, or terminate the Plan in whole or
      in part at any time or for any reason without the consent of any
      Participant.

            


    

     

    
      	
              10.6  

            	
              No
      benefit or interest available under the Plan will be subject in any manner
      to anticipation or alienation and no Participant has any direct or
      indirect right to sell, transfer, assign, pledge, attach, garnish or
      otherwise encumber any anticipated Plan Award and any effort(s) to do so
      shall be void and unenforceable, and FHLBank Topeka shall not be liable in
      any manner for or subject to the debts, contracts, liabilities,
      engagements or torts of any person who might anticipate a Plan Award under
      this Plan.

            


    

     

    
      	
              10.7  

            	
              This
      Plan shall at all times be entirely unfunded and no provision shall at any
      time be made with respect to segregating assets of FHLBank Topeka for
      payment of any Plan Award under this
program.

            


    

     

    
      	
              10.8  

            	
              Except
      to the extent superseded by laws of the United States, the laws of the
      State of Kansas will be controlling in all matters relating to the Plan
      without regard to the choice of law principles therein.  The
      Plan and all Award Agreements are intended to comply, and will be
      construed by FHLBank Topeka in a manner which they are exempt from or
      comply with the applicable provisions of Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”).  To the extent
      there is any conflict between a provision of the Plan and a provision of
      Code Section 409A, the applicable provision of Code Section 409A
      will control.

            


    

     

    
      	
              10.9  

            	
              The
      headings and subheadings in the Plan have been inserted for convenience of
      reference only and will not affect the construction of the Plan
      provisions.  In any necessary construction, the masculine will
      include the feminine and the singular the plural, and vice
      versa.

            


    

     

    
      	
              10.10  

            	
              This
      Plan may be executed in any number of counterparts, each one constituting
      but one and the same instrument, and may be sufficiently evidenced by any
      one counterpart.

            


    

     

    
      	
              10.11  

            	
              The
      individual members of the Board and Compensation Committee will, in
      accordance with FHLBank Topeka’s By-laws and other Board governance, be
      indemnified and held harmless by FHLBank Topeka with respect to any
      alleged breach of responsibilities performed or to be performed
      hereunder.  In addition, notwithstanding any other provision of
      the Plan, neither FHLBank Topeka nor any individual acting as an employee
      or agent of FHLBank Topeka will be liable to a Participant for any claim,
      loss, liability or expense incurred in connection with the Plan, except
      when the same has been affirmatively determined by a court order or by the
      affirmative and binding determination of an arbitrator, to be due to the
      gross negligence or willful misconduct of that
  person.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              10.12  

            	
              If
      any person entitled to receive a distribution under the Plan is physically
      or mentally incapable of personally receiving and giving a valid receipt
      for any payment due (unless a prior claim for the distribution has been
      made by a duly qualified guardian or other legal representative), then,
      unless and until a claim for the distribution has been made by a duly
      appointed guardian or other legal representative of the person, the
      Compensation Committee may provide for the distribution to be made to any
      other individual or institution then contributing toward or providing for
      the care and maintenance of the person.  Any payment made for
      the benefit of the person under this Section will be a payment for
      the account of such person and a complete discharge of any liability of
      FHLBank Topeka and the Plan.

            


    

     

    
      	
              10.13  

            	
              Evidence
      required of anyone under the Plan may be by certificate, affidavit,
      document or other information which the person relying on the evidence
      considers pertinent and reliable, and signed, made or presented by the
      proper party or parties.

            


    

     

    
      	
              10.14  

            	
              Any
      action required of or permitted by FHLBank Topeka under the Plan will be
      made by the Compensation Committee through delegated authority of the
      Board, or its designated authorities or individual
      designee(s).

            


    

     

    
      	
              10.15  

            	
              In
      the event any provisions of the Plan are held to be illegal or invalid for
      any reason, the illegality or invalidity will not affect the remaining
      parts of the Plan, and the Plan will be construed and endorsed as if the
      illegal or invalid provisions had never been contained in the
      Plan.

            


    

     

    
      	
              10.16  

            	
              A
      Participant, or any other person entitled to benefits under the Plan, must
      furnish the Compensation Committee with any and all documents, evidence,
      data or other information the Committee considers necessary or desirable
      for the purpose of administering the Plan.  Benefit payments
      under the Plan are conditioned on a Participant (or other person who is
      entitled to benefits) furnishing full, true and complete data, evidence or
      other information to the Compensation Committee, and on the prompt
      execution of any document reasonably related to the administration of the
      Plan requested by the Committee.

            


    

     

    
      	
              10.17  

            	
              The
      Plan will be binding upon and inure to the benefit of FHLBank Topeka and
      its successors and assigns, and the successors, assigns, designees and
      estates of a Participant.  The Plan will also be binding upon
      and inure to the benefit of any successor organization succeeding to
      substantially all of the assets and business of FHLBank Topeka, but
      nothing in the Plan will preclude FHLBank Topeka from merging or
      consolidating into or with, or transferring all or substantially all of
      its assets to, another organization which assumes the Plan and all
      obligations of FHLBank Topeka hereunder.  FHLBank Topeka agrees
      that it will make appropriate provision for the preservation of a
      Participant’s rights under the Plan in any agreement or plan which it may
      enter into to effect any merger, consolidation, reorganization or transfer
      of assets.  Upon such a merger, consolidation, reorganization,
      or transfer of assets and assumption of Plan obligations of FHLBank
      Topeka, the term “FHLBank Topeka” will refer to such other organization
      and the Plan will continue in full force and
  effect.

            


    

     


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    FEDERAL
HOME LOAN BANK OF TOPEKA

    Long-Term
Incentive Plan

     

    Appendix A

     

    2009-2011
Performance Period

     

    Performance
Period

     

    The
Performance Period described in this Appendix shall be January 1, 2009
through December 31, 2011.

     

    Eligibility

     

    The
following individuals are eligible to participate in the 2009 – 2011 Performance
Period

     

    Base
Award Opportunity Percentage

     

    Level
I:                      40% 

    Andrew J. Jetter,
President &
CEO                                                                                                                                

     

    Level
II:                      30%                                                                                     

    David
S. Fisher, SEVP & Chief Operating Officer

    Mark E.
Yardley, EVP & Chief Financial Officer

     

    Level
III:                      20%

    Patrick
C. Doran, SVP & General Counsel

    Sonia
Betsworth, SVP& Member Products

    Brad
Hodges, SVP & Director of Corporate Services

    Dan
Hess, FVP & Director of Sales

    Wil
Osborn, FVP & Director of Banking Strategies

     

    Level
IV:

    To be
nominated by President/CEO subject to Compensation Committee

     


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    Appendix A
(cont.)

     

    Performance
Measures

     

    In
calculating Base Award amounts, performance shall be measured by evaluating the
following:

     

    
      	 
      	
              Minimum

            	
              Threshold

            	
              Target

            	
              Maximum

            
	
              Total
      Return(1)

            	
              >9/12
      vs FHLBanks

            	
              9/12
      vs FHLBanks

            	
              6/12
      vs FHLBanks

            	
              2/12
      or 1/12 vs FHLBanks

            
	
              Applicable
      Salary

            	 
      	 
      	 
      	 
      
	
              Performance
      Measure Percentage

            	
              0%

            	
              50%

            	
              100%

            	
              150%

            
	
              Weighting

            	
              0.75

            	
              0.75

            	
              0.75

            	
              0.75

            
	
              Dollar
      Value (Salary x Performance Measure Percentage x Weight)

            	
              $

            	
              $

            	
              $

            	
              $

            
	 
      	 
      	 
      	 
      	 
      
	
              Expense
      Growth(2)

            	
              >9/12
      vs FHLBanks

            	
              9/12
      vs FHLBanks

            	
              6/12
      vs FHLBanks

            	
              2/12
      or 1/12

              vs
      FHLBanks

            
	
              Applicable
      Salary

            	 
      	 
      	 
      	 
      
	
              Performance
      Measure Percentage

            	
              0%

            	
              50%

            	
              100%

            	
              150%

            
	
              Weighting

            	
              0.25

            	
              0.25

            	
              0.25

            	
              0.25

            
	
              Dollar
      Value (Salary x Performance Measure Percentage x Weight)

            	
              $

            	
              $

            	
              $

            	
              $

            
	 
      	 
      	 
      	 
      	 
      
	
              Total Value (Dollar
      Value for Total Return + Dollar Value for Expense Growth)

            	
              $

            	
              $

            	
              $

            	
              $

            
	 
      	 
      	 
      	 
      	 
      
	
              Base
      Award Opportunity Percentage

                          Level
      I   (40%)

                          Level
      II  (30%)

                          Level
      III (20%)

            	
              %

            	
              %

            	
              %

            	
              %

            
	
              Total Base Award (Total
      Value x Base Award Opportunity Percentage)

            	
              $

            	
              $

            	
              $

            	
              $

            


    

    Footnotes:

    
      	
               
      

            	
              1)

            	
              Total
      Return.  Total Return equals the Total Dividends, plus
      the Change in Retained Earnings, divided by the Average Capital. For
      FHLBank Topeka: Total Dividends is defined as the sum of the actual
      dividends paid on required Class A Common Stock and all Class B Common
      Stock during the three-year Performance Period; Change in Retained
      Earnings is defined as the change in retained earnings from 12/31/08 to
      12/31/11; and Average Capital is defined as the average daily ending
      balance of required Class A Common Stock and all Class B Common
      Stock.  For the other FHLBanks, unless determined otherwise by
      the Compensation Committee: Total Dividends is defined as all dividends
      paid on all capital stock during the three-year period; Change in Retained
      Earnings is defined as the change in retained earnings from 12/31/08 to
      12/31/11; and Average Capital is defined as the average of all capital
      stock outstanding for the 12 quarter ending dates starting with 03/31/09
      and ending 12/31/11.  For performance comparison purposes,
      FHLBank Topeka will be ranked against the other FHLBanks, with the highest
      total return being the best performance, and ranking 1st
      out of the 12 FHLBanks.

            


    

    


    
      	
               
      

            	
              2)

            	
              Expense
      Growth.  Expense growth is the dollar amount of the
      change in operating expenses (including salaries and benefits, costs of
      quarters and other operating expenses) at FHLBank Topeka from calendar
      year 2008 to calendar year 2011.  For performance comparison
      purposes, FHLBank Topeka will be ranked against the other FHLBanks, with
      the lowest increase (or greatest decrease) being the best performance, and
      a 1st out of the 12 FHLBanks being the highest
  ranking.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Final
Award Calculation:

     

    The
value of the Final Award at the end of the Performance Period shall be
determined as follows:

     

    
      	
              1.  

            	
              After
      the Performance Period ends, determine actual FHLBank Topeka performance
      under the Performance Measure criteria (i.e., Minimum, Threshold, Target
      or Maximum) set forth above.

            


    

     

    
      	
              2.  

            	
              Multiply
      the performance measure percentage achieved in step 1 for each performance
      measure by its respective
weighting.

            


    

     

    
      	
              3.  

            	
              Multiply
      the product from step 2 by the Participant’s Base Salary to equal initial
      Dollar Value of award for each performance
  measure.

            


    

     

    
      	
              4.  

            	
              Add
      the respective Dollar Value for each performance measure to determine
      Total Value amount.

            


    

     

    
      	
              5.  

            	
              Determine
      the applicable Base Award Opportunity Percentage, based on applicable
      eligibility Level (i.e., Level I, II or III, but not Level
      IV).

            


    

     

    
      	
              6.  

            	
              Multiple
      Total Value by Base Award Opportunity Percentage to determine Base Award
      amount.

            


    

     

    
      	
              7.  

            	
              Add
      President’s Award, if applicable, to determine Final Award
      amount.

            


    

     

    
      	
              8.  

            	
              Ensure
      that all conditions for receipt of a Final Award described in the Plan
      have been met in accordance with
  Section 6.4.

            


    

     


    
      
        
                                                                     


        

         


      

      
         


        
          

        

      

      
         


      

    


    Appendix B

     

    Participation
Agreement

     

    
      	
              Participant:                                                                       

            	
              Social
      Security
      No.:                                                             

            
	 
      	 
      
	
              Address:                                                                       

            	
              Date
      of
      Birth:                                                             

            
	 
      	 
      
	 
      	 
      


    

    1. Agreement to
Participate.  The Participant (identified above and sometimes
hereinafter referred to as “I”) hereby agrees to become a Participant in the
Federal Home Loan Bank of Topeka Long-Term Incentive Plan (the
“Plan”).

     

    2. Acknowledgements:  I
hereby acknowledge the following:  (1) I have received and
reviewed a copy of the Plan; (2) all benefits under this Plan remain
subject to the claims of the general creditors of Federal Home Loan Bank of
Topeka (“FHLBank Topeka”), and in the event of the bankruptcy, insolvency, or
any similar situation involving FHLBank Topeka, I acknowledge that I would have
the rights of a general unsecured creditor with respect to the benefits under
this Plan; (3) that any right to benefits hereunder are subject to the
specific terms and conditions of the Plan, including any specific Performance
Measures set forth therein; (4) no benefits will be paid under this Plan if
I am terminated for “Cause” as set forth in the Plan; (5) no benefits will
be paid under this Plan or other remedies may be available to FHLBank Topeka if
I violate or fail to fulfill the non-disclosure or non-solicitation provisions
set forth under Section 3.5 in this Plan, if applicable; (6) the
benefits of this Plan may be subject to FICA taxes before such amounts are
actually paid to me; and (7) all amounts received under this Plan shall be
taxable to me as ordinary income.

     

    IN
WITNESS WHEREOF, I have executed this Participation Agreement as of the date set
forth below.

     

    
      	
              Date:                                           ,
      20__

            	 
      
	 
      	
              Signature
      of Participant

            
	 
      	 
      


    

    Received
and acknowledged this _____ day of __________________, 20.

     

    
      	 
      
	
              FEDERAL
      HOME LOAN BANK OF TOPEKA

            
	 
      
	 
      
	 
      
	
              By:                                                                           

            
	 
      
	
              Print
      Name:                                                                      

            
	
              Print
      Title:                                                                      

            
	
              “FHLBank
      Topeka”

            


    


    
      
        
          1712899.10
                                                                  


        

         


      

      
         


        
          

        

      

      
         


      

    


    LONG-TERM
INCENTIVE PLAN

     

    FEDERAL
HOME LOAN BANK OF TOPEKA

     

    BENEFICIARY
DESIGNATION

     

    CAREFULLY
READ THE INSTRUCTIONS FOUND AT THE END

     

    OF THIS
FORM BEFORE PROCEEDING.

     

    
      	
              Participant:                                                                       

            	
              Social
      Security
      No.:                                                             

            
	 
      	 
      
	
              Address:                                                                       

            	
              Date
      of
      Birth:                                                             

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    The
Participant hereby designates the following individual(s) or entity(ies) as his
or her beneficiary(ies) pursuant to the terms of the Long-Term Incentive Plan of
Federal Home Loan Bank of Topeka (“FHLBank Topeka”) [Insert Name, Social
Security Number, Relationship, Date of Birth and Address of Individuals and/or
fully identify any trust beneficiary by the Name of the Trust, Date of Execution
of the Trust, the Trustee’s Name, the address of the trust, and the employer
identification number of the trust]:

     

    
      	
              Primary Beneficiary(ies)

            	
              SSN/Tax I.D.

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Contingent Beneficiary(ies)

            	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    The
Participant hereby reserves the right to change this Beneficiary Designation,
and any such change shall be effective when the Participant has executed a new
or amended Beneficiary Designation form, and the receipt of such form has been
acknowledged by FHLBank Topeka, all in such manner as specified by FHLBank
Topeka from time to time, or on a future date specified by any such new or
amended Beneficiary Designation form.

     


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREAS, the Participant has executed this Beneficiary Designation on
the date designated below.

     

    
      	
              Date:                                   ,         

            	 
      
	 
      	
              Signature
      of Participant

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Received:

            	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              FEDERAL
      HOME LOAN BANK OF TOPEKA

            
	 
      	 
      
	 
      	 
      
	
              Date:                                   ,         

            	
              By:                                                                                

            
	 
      	
              Print
      Name:                                                                                

            
	 
      	
              Print
      Title:                                                                                

            
	 
      	 
      
	 
      	 
      


    


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    INSTRUCTIONS
FOR COMPLETION OF

     

    BENEFICIARY
DESIGNATION FORM

     

    As a
participant in the Federal Home Loan Bank of Topeka Long-Term Incentive Plan
(the “Plan”), you may be entitled to have certain benefits paid to a designated
beneficiary under the Plan in the event of your death.  We recommend
that you consult your attorney concerning the completion of this form to assure
that the desired federal tax consequences are achieved.

     

    The
originally-signed copy of this form must be mailed or delivered to FHLBank
Topeka at the following address:  Federal Home Loan Bank of Topeka,
One Security Benefit Pl., Suite 100, P.O.  Box 176, Topeka KS
66601-0176, and to the attention of Mr. Kurt Burger.  You should also
make and keep one copy of the form, and it should be kept with your other
important documents.

     

    If no
Primary Beneficiary is alive when the payment becomes due, the benefits will be
paid in equal shares to those of the Contingent Beneficiaries who are alive when
the payment becomes due.

     

    If you
fail to designate a beneficiary, or if no designated beneficiaries are alive
when the payment becomes due, or if insufficient information is available to
reasonably determine your intent, the death benefits under the Plan will be paid
to your estate.

     

    THIS
BENEFICIARY DESIGNATION DOES NOT ALTER OR MODIFY THE PROVISIONS OF THE
PLAN.  IN THE EVENT THAT THIS BENEFICIARY DESIGNATION FORM
INADVERTENTLY CONFLICTS WITH THE PROVISIONS OF THE PLAN, THE PROVISIONS OF THE
PLAN SHALL CONTROL.