EX-10.4



 








EXHIBIT 10.4




FEDERAL HOME LOAN BANK OF CINCINNATI

 




Executive Long-Term Incentive Plan



 

 

 


 

 

 

 

 

 

 

 

 

 

 







 








As of January 1, 2005






 








FEDERAL HOME LOAN BANK OF CINCINNATI

 




Executive Long-Term Incentive Plan




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	1.0	 	 	Plan Objectives
	 	 	1	 
	 	2.0	 	 	Definitions
	 	 	1	 
	 	3.0	 	 	Eligibility
	 	 	2	 
	 	4.0	 	 	Base Award Opportunity
	 	 	3	 
	 	5.0	 	 	Performance Measures
	 	 	3	 
	 	6.0	 	 	Final Award Determination
	 	 	4	 
	 	7.0	 	 	Administration Control
	 	 	4	 
	 	8.0	 	 	Miscellaneous Conditions
	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	Appendix – 2005 – 2007 Performance Period	 	 	9	 
	 	 	 	 	Performance Period
	 	 	 	 
	 	 	 	 	Base Award Opportunity
	 	 	 	 
	 	 	 	 	Initial Value of Performance Unit
	 	 	 	 
	 	 	 	 	Performance Measures & Final Value of Performance Unit
	 	 	 	 
	 	 	 	 	Detailed Goals & Performance Measures
	 	 	 	 
	 	 	 	 	Participants
	 	 	 	 







 









 








FEDERAL HOME LOAN BANK OF CINCINNATI

 




Executive Long-Term Incentive Plan




PLAN DOCUMENT





	1.0	 	Plan Objectives






	 	1.1	 	The purpose of the Federal Home Loan Bank of Cincinnati Executive Long-Term
Incentive Plan (the “Plan”) is to achieve five objectives:






	 	1.1	 	Promote the achievement of the Bank’s long-term profitability and
business goals;
	 
	 	1.2	 	Link executive compensation to specific long-term performance
measures;
	 
	 	1.3	 	Provide a competitive reward structure for senior officers and
other key employees;
	 
	 	1.4	 	Provide a vehicle for closer Board involvement and communication
with management regarding the Bank’s long-term strategic plans; and
	 
	 	1.5	 	Promote loyalty and dedication to the Bank and its objectives.






	 	1.2	 	The Plan is a cash-based, long-term incentive plan which establishes individual
Base Award Opportunities related to achievement of Bank performance over certain
three-year Performance Periods.
	 
	 	1.3	 	The Participants, the Base Award Opportunity, Performance Measures, value of a
Performance Unit at the beginning and end of a Performance Period, and other relevant
information are set forth in the attached Appendices.






	2.0	 	Definitions






	 	2.1	 	When used in this Plan, the words and phrases below shall have the following
meanings:






	 	2.1.1	 	Bank means the Federal Home Loan Bank of Cincinnati;
	 
	 	2.1.2	 	Base Award Opportunity means the award that may be earned during
a Performance Period for achieving target performance levels under each
Performance Measure;
	 
	 	2.1.3	 	Board means the Bank’s Board of Directors;
	 
	 	2.1.4	 	Disabled means a Participant who (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable




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	 	 	 	physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months, or
(ii) is, by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health
plan covering employees of the Bank.
	 
	 	2.1.5	 	Extraordinary Occurrences means those events that, in the
opinion and discretion of the Board, are outside the significant influence of
the Participants or the Bank and are likely to have a significant unanticipated
effect, whether positive or negative, on the Bank’s operating and/or financial
results, including, without limit, movement in interest rates, changes in
financial strategies, or policies or significant change in Bank membership.






	 	2.1.6	 	Final Award means the amount ultimately paid to a Participant
under the Plan for a Performance Period.
	 
	 	2.1.7	 	Performance Measure means each performance factor that is taken
into consideration under the Plan in determining the value of the Final Award.
	 
	 	2.1.8	 	Participant means an employee who participates in the Plan
pursuant to Section 3.1.
	 
	 	2.1.9	 	Performance Period means a certain three-year period over which
Bank performance is measured.
	 
	 	2.1.10	 	Performance Unit means a unit, the value of which shall be determined in
accordance with the applicable Appendix.
	 
	 	2.1.11	 	Personnel Committee or Committee means the Personnel Committee of the Board.
	 
	 	2.1.12	 	Plan means this Executive Long-Term Incentive Plan.
	 
	 	2.1.13	 	Plan Award means an amount that is provisionally determined at the end of the
Performance Period subject to adjustment as provided in Section 6.
	 
	 	2.1.14	 	President means the President of the Bank.






	3.0	 	Eligibility






	 	3.1	 	A Bank employee who is nominated by the President and approved by the Board may
participate in the Plan.




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	 	3.2	 	Eligibility shall generally be limited to officers (i) whose functional
responsibilities encompass the establishment of strategic direction and tactical action
plans for the Bank, and (ii) who have received at least satisfactory rankings on annual
performance reviews over a Performance Period. Other employees may also be eligible to
participate as defined by competitive compensation practices within the Bank’s labor
market.
	 
	 	3.3	 	Due to its unique role for the Bank and reporting relationship to the Board,
the Director of Internal Audit will not be included as an eligible position under the
Plan, but will be eligible for a similar plan administered by the Audit Committee of
the Board.






	4.0	 	Base Award Opportunity






	 	4.1	 	At the beginning of each Performance Period, the Bank will provide 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 the applicable Appendix. Certain executive positions have a greater and
more direct impact than others on the annual success of the Bank; therefore, these
differences are recognized by varying award opportunities for each Participant level.
	 
	 	4.2	 	Each Participant in a Performance Period shall be granted a number of
Performance Units for that Performance Period determined by dividing the Base Award
Opportunity by the value of a Performance Unit at the beginning of a Performance Period
as described in the applicable Appendix.
	 
	 	4.3	 	There will be four levels of award opportunities:





	 	 	 	 	 
	 

	 	Level I:
	 	President
	 
	 	 	 	 
	 

	 	Level II:
	 	Executive Vice President
	 
	 	 	 	 
	 

	 	Level III:
	 	Senior Vice Presidents
	 
	 	 	 	 
	 

	 	Level IV:
	 	Vice Presidents







	5.0	 	Performance Measures






	 	5.1	 	Three achievement levels will be established for each Performance Measure:





	 	 	 	 	 
	 

	 	Threshold
	 	The minimum achievement level accepted for the Performance Measure.
	 
	 	 	 	 
	 

	 	Target
	 	The planned achievement level for the Performance Measure.






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







	 	5.2	 	At the beginning of each Performance Period, Performance Measures for a
Performance Period and Performance Units and their initial values will be established
by the Personnel Committee with Board approval.
	 
	 	5.3	 	When establishing Performance Measures, the Threshold level should reflect a 90
percent success rate; the Target level should reflect a 75-80 percent success rate; and
the Maximum level should reflect a 10 to 15 percent success rate.






	6.0	 	Final Award Determination






	 	6.1	 	Plan Awards will be based on the achievement level for each of the three-year
Performance Measures. However, if the Bank fails to achieve the Threshold level for a
Performance Measure other than the Mission Goal, no award will be payable for that
specific Performance Measure. If the Bank fails to achieve the Threshold level for the
Mission Goal Performance Measure, no award will be payable under the Plan for the
Performance Period.
	 
	 	6.2	 	A Participant’s Plan Award for a Performance Period equals the number of his or
her Performance Units for that Performance Period multiplied by the value of a
Performance Unit at the end of the Performance Period as determined in accordance with
the applicable Appendix.
	 
	 	6.3	 	In the event that a Federal Housing Finance Board (FHFB) examination identifies
an unsafe or unsound practice or condition in a Participant’s area of responsibility,
the Participant will not be eligible for an award under the Plan for the Performance
Period in which the unsafe and unsound condition existed. However, the Participant may
receive an award under the Plan provided that the finding of an unsafe or unsound
practice or condition is subsequently resolved in favor of the Bank by the FHFB.
	 
	 	6.4	 	Promptly after a Performance Period, Plan Awards for the Performance Period
shall be determined by the Board in its sole discretion based upon the Plan Award
determined pursuant to Section 6.2.
	 
	 	6.5	 	President’s Award. In addition to the Plan Award, in determining a
Participant’s Final Award, the Executive Vice President, Senior Vice Presidents, Vice
Presidents and other employees (e.g., new hires and highly valued existing employees)
may be nominated by the President for a discretionary allocation of Performance Units,
to be approved by the Board, to recognize extraordinary performance and/or to address
competitive compensation practices within the Bank’s labor market (the “President’s
Award”).




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	 	6.6	 	The value of a Performance Unit under the President’s Award will be equal to
the value of a Performance Unit under the Base Award Opportunity.
	 
	 	6.7	 	For a Performance Period, the total value of Performance Units granted under
the President’s Award shall not exceed ten (10) percent of the total Performance Units
granted under the Base Award Opportunity.
	 
	 	6.8	 	The Board may also authorize the President to receive a discretionary
allocation of Performance Units to recognize extraordinary performance and/or to
address competitive compensation practices within the Bank’s labor market. Any
discretionary allocation of Performance Units granted to the President under this
section will not exceed ten (10) percent of the total Performance Units granted to the
President under the Base Award Opportunity.
	 
	 	6.9	 	A Participant’s Final Award will consist of his or her Plan Award plus any
additional discretionary award granted under Section 6.5 or 6.8.






	7.0	 	Administrative Control






	 	7.1	 	The Bank’s Human Resources Department will assist, as requested, the President
and the Committee in the administration of the Plan, however, the Board will have the
ultimate authority over the Plan.
	 
	 	7.2	 	In addition to the authority expressly provided in the Plan, the Board shall
have such authority in its sole discretion to control and manage the operation and
administration of the Plan and shall have all authority necessary to accomplish these
purposes, including, but not limited to, the authority to interpret the terms of the
Plan, and to decide questions regarding the Plan and the eligibility of any person to
participate in the Plan and to receive benefits under the Plan. The Board’s
determinations and interpretations regarding the Plan shall be final, binding, and
conclusive.






	8.0	 	Miscellaneous Conditions






	 	8.1	 	Except as provided in Section 8.4, Participants must be employed by the Bank on
the last day of the Performance Period in order to become eligible to receive a Final
Award. A Participant will not become vested in an award under this Plan until the date
the Board authorizes the payment of the Participant’s Final Award.
	 
	 	8.2	 	In the event a Participant voluntarily or involuntarily terminates employment
during the Performance Period, no award will be made to the Participant, except as
provided in Section 8.4 below.
	 
	 	8.3	 	Employees of the Bank who are hired, transferred, or promoted into an eligible
position during a Performance Period may be nominated for participation in the




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	 	 	 	Plan in accordance with Section 3.1, and receive a prorated Base Award Opportunity.






	 	8.4	 	A Participant who retires, dies or becomes Disabled during the Performance
Period may receive a prorated Plan Award, but only if the President nominates and the
Board approves such action. For purposes of this Section, the term “retires” means the
Participant has (i) been employed with the Bank for at least five (5) years and (ii)
reached at least age 62 when he or she retires from his or her Bank employment. If a
Participant becomes vested to receive a prorated award under this Section, the prorated
Final Award will be paid to the Participant no later than 2 1/2 months following the
calendar year in which such vesting occurred. If a Participant terminates service with
the Bank for any reason other than retirement, death, or disability during the
Performance Period, the Participant will not be eligible to receive an award under the
Plan.
	 
	 	8.5	 	The amount of any prorated award will be determined by dividing the number of
months the Participant was employed by the Bank during the Performance Period by 36 and
multiplying such quotient by the Plan Award.
	 
	 	8.6	 	If a Participant ceases employment after the Performance Period but before the
Board approves the Final Award for that Performance Period, the President may nominate
and the Board may approve that the Participant receive an award. However, if the
President fails to make such a recommendation or the Board fails to approve such
action, the Participant will not be entitled to an award.
	 
	 	8.7	 	Notwithstanding any Plan provision to the contrary, mere participation in the
Plan will not entitle a Participant to an award.
	 
	 	8.8	 	The designation of an employee as a Participant in the Plan does not guarantee
employment. Nothing in this Plan shall be deemed (i) to give any employee or
Participant any legal or equitable rights against the Bank, except as expressly

provided herein or provided by law; or (ii) to create a contract of employment with any
employee or Participant, to obligate the Bank to continue the service of any employee
or Participant, or to affect or modify any employee’s or Participant’s term of
employment in any way.
	 
	 	8.9	 	The right of the Bank to discipline or discharge a Participant shall not be
affected by reason of any provision of this Plan.
	 
	 	8.10	 	All Final Awards will be paid out in cash and will be subject to applicable
payroll tax withholdings.
	 
	 	8.11	 	No Final Award received by a Participant shall be considered as compensation
under any employee benefit plan of the Bank, except as otherwise determined by the
Bank.




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	 	8.12	 	Final awards will be made as soon as practical following the end of the
Performance Period, but in any event no later than 2 1/2 months following the calendar
year which the Participant became vested in the Final Award.
	 
	 	8.13	 	The Board has the right to revise, modify, or terminate the Plan in whole or in
part at any time or for any reason, and the right to modify any recommended award
amount (including the determination of a lesser award or no award), for any reason,
without the consent of any Participant.
	 
	 	8.14	 	Since no employee has a guaranteed right to any award under this Plan, any
attempt by an employee to sell, transfer, assign, pledge, or otherwise encumber any
anticipated award shall be void, and the Bank shall not be liable in any manner for or
subject to the debts, contracts, liabilities, engagements or torts of any person who
might anticipate an award under this program.
	 
	 	8.15	 	This Plan shall at all times be entirely unfunded and no provision shall at any
time be made with respect to segregating assets of the Bank for payment of any award
under this program.
	 
	 	8.16	 	The Plan shall be construed, regulated and administered in accordance with the
laws of the state of Ohio, unless otherwise preempted by the laws of the United States.
	 
	 	8.17	 	If any provision of the Plan is held invalid or unenforceable, its invalidity
or unenforceability shall not affect any other provision of the Plan, and the Plan
shall be construed and enforced as if such provision had not been included herein.
	 
	 	8.18	 	If a Participant dies before receiving his or her award, any amounts determined
to be paid under this Plan shall be paid to the Participant’s surviving spouse, if any,
or if none, to the Participant’s estate. The Bank’s determination as to the identity
of the proper payee of any amount under this Plan shall be binding and conclusive and
payment in accordance with such determination shall constitute a complete discharge of
all obligations on account of such amount.
	 
	 	8.19	 	Claims and Appeals Procedures. A Participant (such Participant being
referred to below as a “Claimant”) may deliver to the Personnel Committee a written
claim for a determination with respect to any claim as to which the Personnel Committee
has jurisdiction under this Plan. If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within sixty (60) days after such
notice was received by the Claimant. The claim must state with particularity the
determination desired by the Claimant.
	 
	 	 	 	The Personnel Committee shall consider a Claimant’s claim within a reasonable time,
but no later than ninety (90) days after receiving the claim. If the Personnel
Committee determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall




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	 	 	 	be furnished to the Claimant prior to the termination of the initial ninety (90) day
period. Upon reaching its decision, the Personnel Committee shall notify the
Claimant in writing.
	 
	 	 	 	On or before sixty (60) days after receiving a notice from the Personnel Committee
that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly
authorized representative) may file with the Committee a written request for a review
of the denial of the claim. The Committee shall render its decision on review
promptly, in writing, and deliver it to the Claimant no later than sixty (60) days
after it receives the Claimant’s written request for a review of the denial of the
claim.
	 
	 	8.20	 	Any agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter of this Plan which are not contained herein will have no
effect or enforceability.




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FEDERAL HOME LOAN BANK OF CINCINNATI

 




Executive Long-Term Incentive Plan




APPENDIX




2005 – 2007 Performance Period




     Performance Period



The Performance Period described in this Appendix shall be January 1, 2005 through December 31,
2007.




     Base Award Opportunity



The Base Award Opportunity (as a percentage of January 1, 2005 base salary) for Levels I, II, III,
and IV are:




	 	 	 	 	 	 	 	 
	 
	 	Level	 	 	 	 	 	 
	 	I
	 	 	 	30.0	%	 
	 	II
	 	 	 	25.0	%	 
	 	III
	 	 	 	20.0	%	 
	 	IV
	 	 	 	15.0	%	 
	 





     Initial Value of Performance Unit



The value of a Performance Unit at the beginning of this Performance Period equals $100.




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     Performance Measures




	 	1.	 	After the Performance Period ends, evaluate actual Bank performance against the
Performance Measures stated below.
	 
	 	2.	 	Determine the value of the Performance Unit based on the minimum, target, and
maximum awards for the Profitability and Market Penetration Achievements according to
the following table:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Minimum	 	 	 	Threshold	 	 	 	Target	 	 	 	Maximum	 	 
	 	Profitability(1)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Dollar Value at Hurdles
	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Weight
	 	 	 	0.5	 	 	 	 	0.5	 	 	 	 	0.5	 	 	 	 	0.5	 	 
	 	Profitability Value
	 	 	$	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Market Penetration(2)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Dollar Value at Hurdles
	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Weight
	 	 	 	0.5	 	 	 	 	0.5	 	 	 	 	0.5	 	 	 	 	0.5	 	 
	 	Market Penetration Value
	 	 	$	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total Value
	 	 	$	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






The matrix below illustrates possible award values derived from the Profitability and
Market Penetration Achievements.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Profitability Achievement	 
	 	 	 	 	 	 	 	 	 	 	Minimum	 	 	Threshold	 	 	Target	 	 	Maximum	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Market
 Penetration
Achievement

	 	 	Maximum
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Target	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Threshold	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Minimum	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






	 	3.	 	The value of the Performance Unit at the end of the Performance Period equals (a)
the dollar value determined by achievement of the Profitability and Market Penetration
(illustrated on the previous page) multiplied by (b) a “Mission” goal multiplier (i.e.,
Percent of Participating Members using one or more HCI Programs:





	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Percent of Participating Members Using One or More	 	 	 	 
	 	HCI Programs	 	 	Multiplier	 
	 	Maximum

	 	 	 	 	 	 	1.1	 	 
	 	Target

	 	 	 	 	 	 	1.0	 	 
	 	Threshold

	 	 	 	 	 	 	0.9	 	 
	 	Minimum

	 	 	 	 	 	 	0.0	 	 
	 







 




	(1)	 	Adjusted Net Income equal to Average Three-Month LIBOR plus Basis Points Spread

	 
	(2)	 	Ratio of Member Advances to Member Assets





Detailed descriptions of the performance measures are included on the following page.




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Detailed Goals & Performance Measures




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Performance Measures	 	 	Threshold	 	 	Target	 	 	Maximum	 
	 	PROFITABILITY — Incentive Weight: 50%

Adjusted Net Income equal to Average Three-month LIBOR plus Basis Points
Spread1
	 	 	 	 	 	 	 	 	 	 
	 	MARKET PENETRATION — Incentive Weight: 50%

Ratio of Member Advances to Member Assets2
	 	 	 	 	 	 	 	 	 	 
	 	AFFORDABLE HOUSING/COMMUNITY INVESTMENT — Incentive Multiplier: +/- 10%

Percent of Participating Members using one or more HCI Programs3
	 	 	 	 	 	 	 	 	 	 
	 







 







1 The Profitability goal is defined in terms of
the FHLBank’s Adjusted Net Income (GAPP net income) adjusted for the following
items: prepayment fees and amortization of prepayment fees, the net income
effect of SFAS 133 fair market value adjustments and SFAS 150 dividend/interest
expense adjustments net of the effect on REFCORP and AHP. This goal will
utilize the calendar-day daily average of the three-month London InterBank
Offered Rate (LIBOR). The Adjusted Net Income for calendar years 2005, 2006
and 2007 will be calculated and each year’s results will then be summed and
divided by three to determine the average basis points spread over LIBOR.




2 The Market Penetration goal is designed to
enhance the franchise value of FHLBank membership by demonstrating the extent
to which Advances serve as a valuable, competitive source of funding for all
Members. This goal will be calculated by dividing each Member’s month-end
Advances during 2005, 2006 and 2007 by the Member’s total assets from the
previous year-end (2004, 2005 and 2006 respectively). A month end Advances to
Assets ratio will be produced for each Member and these monthly ratios will
then be summed and divided by the total number of Members to determine an
average Advances to Assets ratio. Monthly averages will be summed and divided
by the 36 month performance period to determine the final results. This
calculation provides equal weighting for each Member’s monthly Advances to
Asset ratio.




3 The Affordable Housing/Community Investment
goal is intended to increase participation in the FHLBank’s Housing and
Community Investment (HCI) programs. For this goal, a Participating Member is
defined as a Member who submits an application to participate in any HCI
program (AHP, Welcome Home, American Dream, CIP, EDA, ZIF or any new HCI
programs) and will be counted only once per calendar year. The percent of
participation will be calculated by dividing the actual number of Participating
Members in 2005, 2006 and 2007 by the total number of Members from the previous
year-end (2004, 2005 and 2006 respectively). The average for each calendar
year will then be summed and divided by three to determine the final average.




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     Plan Participants:



The Level I, II, and III , and IV Participants for this Performance Period are:




Level                     Name                                         Title





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