EX-10.1






Executive Incentive

Compensation Plan




December 15, 2011




Effective January 1, 2012




Policy Information




	 	 	 
	Document Title:

Content Owner:

Certification of Compliance Contact:

Policy Category:

FHLBank-Level Approver:

Board-Level Approver:

Review Frequency:

Initial Effective Date:

Last Review Date:

Next Review Date:

	 	Executive Incentive Compensation Plan

Director of HRA

N/A

FHLBank Policy

Policy Oversight Group

Full Board (Compensation)

Annually

1/1/2012

N/A

12/2012






Table of Contents




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	1.0	 	 	Plan Objectives
	 	 	2	 
	 	 	 	 	 	2.0	 	 	Definitions
	 	 	3	 
	 	 	 	 	 	3.0	 	 	Eligibility
	 	 	4	 
	 	 	 	 	 	4.0	 	 	Total Base Opportunity
	 	 	6	 
	 	 	 	 	 	5.0	 	 	Performance Measures
	 	 	6	 
	 	 	 	 	 	6.0	 	 	Final Award Determination
	 	 	7	 
	 	 	 	 	 	7.0	 	 	Distribution of Final Awards
	 	 	8	 
	 	 	 	 	 	8.0	 	 	Plan Communication
	 	 	8	 
	 	 	 	 	 	9.0	 	 	Administrative Control
	 	 	9	 
	 	 	 	 	 	10.0	 	 	Miscellaneous Conditions
	 	 	9	 
	 	 	 	 	 	 	 	 	Appendices
	 	 	15	 
	 	1.0	 	 	Plan Objectives







1.1 The purpose of the Federal Home Loan Bank of Topeka Executive Incentive
Compensation 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 the mission and financial performance of FHLBank Topeka by
providing incentives to key employees for accomplishing annual goals that are aligned
with FHLBank Topeka’s mission and business objectives;




1.1.3 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; and




1.1.4 Enhance FHLBank Topeka’s capacity to attract, retain, and motivate key
employees by offering competitive short-term and long-term total incentive
compensation opportunities, including those Deferred Incentive opportunities provided
in Plan Section 2.1.7, to key employees who are also vital to FHLBank Topeka’s future
success.




1.1.5 Payments awarded under this Plan, when combined with base salary and other
benefits, are designed to provide competitive total compensation to key employees for
achieving FHLBank Topeka’s desired strategic objectives.




1.2 The Plan is a cash-based annual incentive plan with a long-term deferral
component that establishes individual incentive compensation award opportunities
related to achievement of performance objectives by FHLBank Topeka and by
Participants during Performance Periods.



2.0 Definitions




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




2.1.1 Base Performance Period means the period over which FHLBank Topeka’s
performance is measured based on parameters set forth in the Target Document, and
over which a Cash Incentive can be earned and vested;




2.1.2 Board means FHLBank Topeka’s Board of Directors;




2.1.3 Cash Incentive means the portion of the Total Base Opportunity that is not
the Deferred Incentive, and becomes payable to the Participant (i) no later than 2 1/2
months following the later of the end of the Base Performance Period upon
achievement of the Performance Measures, or (ii) as soon as practicable after a
determination of the director of the FHFA that the director will not act upon his
authority to prohibit compensation that is not reasonable and comparable to
compensation paid to executives at other financial institutions.




2.1.4 Cause has the meaning given to it in Section 10.4c;




2.1.5 CEO means the Chief Executive Officer of FHLBank Topeka;




2.1.6 Compensation Committee means the Compensation Committee of the Board;




2.1.7 Deferred Incentive means 50% of the Total Base Opportunity, which shall be
deferred for the Deferral Performance Period and is subject to adjustment based upon
the extent of achievement of the Performance Measures during the Deferral Performance
Period as set forth in the Target Document for a Performance Period;




2.1.8 Deferral Performance Period is the three-year period over which FHLBank
Topeka’s performance is measured based on parameters set forth in the Target Document
and during which a Deferred Incentive can be earned;




2.1.9 Disability has the meaning given to it in Section 10.4.a;




2.1.10 Extraordinary Occurrences means those events that, in the opinion and
discretion of the Compensation Committee, are outside the significant influence of
the Participant 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;




2.1.11 FHFA means the Federal Housing Finance Agency or any successor;




2.1.12 FHLBank Topeka means the Federal Home Loan Bank of Topeka;




2.1.13 Final Award means either the Cash Incentive amount ultimately paid to a
Participant under the Plan for a Base Performance Period or a Deferred Incentive
ultimately paid to a Participant under the Plan for a Deferral Performance Period, as
otherwise applicable herein;




2.1.14 Participant means a person who is eligible to take part in the Plan for
the designated Performance Period as determined by the Board;




2.1.15 Participation Agreement means the agreement between FHLBank Topeka and a
Participant, the terms of which govern a Participant’s participation in this Plan, an
example of which is set forth in Appendix A;




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




2.1.17 Performance Periods means the Base Performance Period and the Deferral
Performance Period;




2.1.18 Plan means the Federal Home Loan Bank of Topeka Executive Incentive
Compensation Plan;




2.1.19 Plan Award means an amount that is provisionally determined at the end of
the Base Performance Period for the Cash Incentive and for the Deferred Incentive,
subject to adjustment as provided in Section 6.4;




2.1.20 Retirement has the meaning given to it in Section 10.4b;




2.1.21 Target Document means the document in effect for a Performance Period, as
approved and adopted by the Board, that sets forth the Total Base Opportunity,
Performance Measures, and other applicable terms and conditions relevant to the
operation of this Plan;




2.1.22 Termination of Service means the occurrence of any act or failure to act
that actually or effectively causes or results in a Participant ceasing, for whatever
reason, to be an employee of FHLBank Topeka;




2.1.23 Total Base Opportunity means the Plan Award that may be earned during a
Base Performance Period and a Deferral Performance Period for achieving performance
levels under each Performance Measure, including the Cash Incentive and the Deferred
Incentive;



3.0 Eligibility




3.1 Individual employees eligible for participation in the Plan for each
Base Performance Period and corresponding Deferral Performance Period will be
recommended by the CEO to the Board for approval. In the case of the CEO, the
Board has sole authority to approve the CEO’s eligibility during the applicable
periods.




3.2 Eligibility shall be limited to a select group of key management or
other highly-compensated employees (i.e., key employees), but normally will be
further limited to the CEO and senior officers who are recommended as a
Participant by the CEO. Other key employees may be recommended by the CEO to
participate on a limited basis to address extraordinary performance and/or other
criteria and considerations as approved by the Board.




3.3 There will be three levels of participation by eligible employees based
on the eligible employee’s position and responsibility. The Board shall determine
each Participant’s level of participation.




3.4 The list of Participants for each Base Performance Period and
corresponding Deferral Performance Period shall be established by the Board.




3.5 An eligible employee shall become a Participant in the Plan through the
signing of a Participation Agreement, and shall cease to be a Participant in the
Plan upon Termination of Service, or through a violation of either of the
following obligations:




a) Non-disclosure. During 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 (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 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 or her continued employment and for
the one-year period following Termination of Service, directly or
indirectly, either by himself or herself 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 FHLBank Topeka’s present or past customers that otherwise
exist at the time of termination, or such customers of any affiliated
or related companies; and/or




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




3.6 Remedies. By virtue of signing the Participation Agreement, Participant
acknowledges and agrees to the terms and conditions of that Participation
Agreement and the Plan and further acknowledges 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 Section 3.5 above.
Accordingly, in the event of a threatened, attempted or actual breach by
Participant of any provision of the Plan, including but not limited to Section
3.5, in addition to all other remedies to which FHLBank Topeka is entitled at
law, in equity or otherwise, Participant shall forfeit any and all further and
unpaid Cash Incentive or Deferred Incentive that he or she would otherwise have
been entitled to under the Plan, and/or FHLBank Topeka may be entitled to a
temporary restraining order and a permanent injunction or a decree of specific
performance of any provision of Plan Section 3.5. 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 Total Base Opportunity




4.1 For each Base Performance Period, the Board will present a Total Base
Opportunity to Participants. The Total Base Opportunity is equal to a percentage
of each Participant’s annual base salary at the beginning of the Base Performance
Period. Certain key employees have a greater and more direct impact than others
on the success of FHLBank Topeka; therefore, these differences are recognized by
varying Total Base Opportunities for each Participant by level of participation.




4.2 The Total Base Opportunity is composed of the Cash Incentive and the
Deferred Incentive each payable in accordance with Section 6.0. Such Deferred
Incentive amount may increase or decrease in accordance with the achievement of
Performance Measures as set forth in the Target Document in effect for the
Performance Period.



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 will be established by the Board.




5.4 Performance Measures for the Deferred Incentive and for the Cash
Incentive shall be set forth in the Target Document then in effect.



6.0 Final Award Determination




6.1 Plan Awards are based on the achievement of performance goals as set
forth in the Target Document and achievement of satisfactory levels of individual
performance; provided, however, if FHLBank Topeka fails to achieve performance at
or above threshold Performance Measures, the Compensation Committee has
discretion to reduce or eliminate a Final Award for the Base Performance Period
and for any Deferral Performance Period, if otherwise applicable under the
circumstances.




6.2 Final Awards for a Base Performance Period or Deferral Performance
Period are determined by the Compensation Committee promptly after the Base
Performance Period or Deferral Performance Period based upon the Compensation
Committee’s analysis of all applicable standards set forth herein and
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 and/or Final Awards to ensure that the purpose of the Plan
is served.




6.3 The above notwithstanding, the Compensation Committee may in its
discretion reduce or eliminate a Final Award for any Base Performance Period or
Deferral Performance Period under any of the following circumstances:




a) FHLBank Topeka receives a cumulative “3” or “4” rating in its
FHFA examination in any single year in any single Base Performance
Period or Deferral Performance Period.




b) The Board finds a serious, material safety-soundness problem, or
a serious, material risk-management deficiency exists at FHLBank Topeka,
or if: (i) operational errors or omissions result in material revisions
to the financial results, information submitted to the FHFA, or to data
used to determine incentive payouts; (ii) submission of material
information to the SEC, Office of Finance, and/or FHFA is significantly
past due, or (iii) FHLBank Topeka fails to make sufficient progress, as
determined by the Board, in the timely remediation of significant
examination, monitoring or other supervisory findings.




c) During the most recent examination of FHLBank Topeka by the
FHFA, the FHFA identified an unsafe or unsound practice or condition
that is material to the financial operation of FHLBank Topeka within the
Participant’s area(s) of responsibility and such unsafe or unsound
practice or condition is not subsequently resolved in favor of FHLBank
Topeka by the last day of the Base Performance Period or Deferral
Performance Period, then all of a Participant’s vested and unvested Cash
Incentive or Deferred Incentive may be forfeited.




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




6.4 The Deferred Incentive shall be reduced by one-third for each year
during the Deferral Performance Period in which FHLBank Topeka has negative net
income, as defined and in accordance with Generally Accepted Accounting
Principles.



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 Deferred Incentive 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. Cash Incentive Final Awards shall be considered as compensation
for purposes of determining benefits under the employee benefit plans of FHLBank
Topeka if the plan so provides.




7.3 Final Awards will be made as soon as practical following the end of the
Base Performance Period or Deferral Performance Period, but no later than (i) 2 1/2
months following the later of the end of the applicable Base Performance Period
or Deferral Performance Period, as applicable; or (ii) as soon as practicable
after a determination of the director of the FHFA that the director will not act
upon his authority to prohibit compensation that is not reasonable and comparable
to compensation paid to executives at other financial institutions.



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:




	 	 	 	First quarter of the Base Performance
Period: Communicate Performance Measures and identify Plan
Participants for the Performance Periods.






	 	 	 	First quarter of the Base Performance
Period : Communicate Performance Measures and specific hurdles
for the Performance Periods.






	 	 	 	Annually : Interim assessments of progress towards achieving
Performance Measures as set forth in the Target Document.






	 	 	 	End of Performance Periods : Final
assessment of FHLBank Topeka and individual performance during
Performance Periods.





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 CEO, Human Resources and
Administration Department, or other employees as applicable.




9.2 The Compensation Committee, in consultation with the 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 final day of the Base Performance Period and/or the
Deferral Performance Period, and otherwise not in violation of Section 3.5, to
receive a Final Award, as applicable.




10.2 Employees of FHLBank Topeka who are hired, transferred, or promoted
during the first six months of the Base Performance Period may be recommended
for: (i) participation in the Plan or (ii) participation in the Plan at a level
other than the one originally designated, in accordance with the Target Document
then in effect, and receive a prorated Total Base Opportunity calculated as a
percentage of the employee’s new base salary and/or level of participation at
the time of the promotion.




10.3 Notwithstanding the provisions of Section 10.1, the following vesting
provisions shall apply if a Participant incurs a Termination of Service (i) due
to death, (ii) due to Disability, (iii) due to Retirement, or (iv) due to
Termination of Service by FHLBank Topeka without Cause, as defined in Plan
Section 10.4 below, during the Base Performance Period or Deferral Performance
Period:




a) Pro-Rata Vesting of Total Base Opportunity during Base
Performance Period




If a Participant terminates due to death, Disability, Retirement, or
termination without Cause, and the Participant is employed for at
least six months of the Base Performance Period, any portion of his or
her Total Base Opportunity 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, a sample of which is attached in Appendix B) in a pro
rata manner equivalent to the period of time during the Performance
Periods that the Participant participated in the Plan.




b) Vesting of Deferred Incentive during Deferral Performance Period




i) Death and Disability. Notwithstanding and/or
in addition to Plan Section 10.3.a above, if a Participant
terminates employment before the end of the Deferral
Performance Period on account of death or Disability as defined
in Plan Section 10.4.a, after completing six months of the
initial Base Performance Period, the Participant’s Deferred
Incentive shall be immediately 100% vested at the Target
Performance Measure and payment of the Deferred Incentive shall
be accelerated and will occur on or before March 15 of the year
following the year in which death or Disability occurred.




ii) Retirement or Termination without Cause. If a
Participant terminates employment due to Retirement or
Termination of Employment by FHLBank Topeka without Cause, as
defined in Plan Section 10.4.c below, the Participant’s
Deferred Incentive shall be treated as vested 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 Deferral
Performance Period that the Participant participated in the
Plan based on the Performance Measure achieved at the end of
the Deferral Performance Period. Such Deferred Incentive shall
be paid no later than (i) 2 1/2 months following the end of the
Deferral Performance Period, or (ii) as soon as practicable
after a determination by the director of the FHFA that the
director will not act upon his authority to prohibit
compensation that is not reasonable and comparable to
compensation paid to executives at other financial
institutions.




Example 1:




Participant becomes Disabled on September 30 and (a)
Participant’s Total Base Opportunity for the Base Performance Period
would have been $100,000, and (b) Participant has $50,000 in Deferred
Incentive opportunities from prior year(s).




(a) The Total Base Opportunity of $100,000 is reduced pro rata, to
account for nine months of the Base Performance Period: $100,000 × 75%
= $75,000 paid to Participant on or before March 15 following the Base
Performance Period (to include $37,500 in Cash Incentive and $37,500
from accelerated Deferred Incentive).




(b) The $50,000 Deferred Incentive from the previous Deferral
Performance Period is paid to the Participant (reflecting an assumed
achievement of the Target Performance Measure), with the Final Award
of the Deferred Incentive amount being paid no later than (i) 2 1/2
months following the end of the Deferral Performance Period, or (ii)
as soon as practicable after a determination by the director of the
FHFA that the director will not act upon his authority to prohibit
compensation that is not reasonable and comparable to compensation
paid to executives at other financial institutions.




Example 2:




Participant retires on September 30 and (a) the Participant’s
Total Base Opportunity for the full year would have been $100,000, and
(b) Participant has $100,000 in Deferred Incentive opportunities from
prior year(s).




(a) The Participant’s Total Base Opportunity of $100,000 during the
Base Performance Period is reduced pro rata: $100,000 × 75% = $75,000,
with $37,500 in Cash Incentive being paid to the Participant on or
before March 15 following the Base Performance Period, unless
otherwise determined as of a later date by the FHFA director. The
remaining $37,500 from the Base Performance Period represents the
Deferred Incentive that is otherwise earned during the Deferral
Performance Period, and is paid on or before the March 15 following
the end of the Deferral Performance Period unless otherwise determined
as of a later date by the FHFA director, based on the Performance
Measures achieved during the Deferral Performance Period as
applicable.




(b) The $100,000 Deferred Incentive from the previous Deferral
Performance Period is determined based on the Participant’s months of
participation in the Plan during the Deferral Performance Period in
comparison to the total Deferral Performance Period in total, and
based on the actual Performance Measure achieved for the Deferral
Performance Period, with the Final Award of the Deferred Incentive
amount being paid on or before March 15 of the following year after
the end of the Deferral Performance Period, or as otherwise determined
by the FHFA Director.




(c) Forfeiture upon voluntary termination or termination for Cause




In the case of the Participant’s voluntary termination or involuntary
termination for Cause prior to the end of the Base Performance Period,
100% of the Total Base Opportunity shall be forfeited. In the case of
the Participant’s involuntary termination for cause prior to the end
of the Deferral Performance Period, 100% of the Deferred Incentive
shall be forfeited.




10.4 For purposes of the Plan and this section the following definitions
shall apply:




a) 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 twelve out of
fifteen consecutive months and, within thirty calendar 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, that being the date on which an employee is
eligible for normal retirement under the terms of the Pentegra Defined
Benefit Plan for Financial Institutions, as adopted by FHLBank Topeka.




c) 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 written demand for performance is
delivered to the Participant; (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); (3) willful engagement in any misconduct in the
performance of his duty that materially injures FHLBank Topeka; or (4)
removal of the Participant for cause by the FHFA pursuant to 12 U.S.C.
4636a, or by any successor agency to the FHFA pursuant to a similar
statute.




10.5 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.




10.6 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.




10.7 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 Final 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 Final Award under the Plan.




10.8 The 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 Final Award under this program.




10.9 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
Participant 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. 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.
The Plan and all Participation Agreements are intended to comply, and will be
construed by FHLBank Topeka in a manner such that they comply with applicable
provisions of Section 956 the Dodd-Frank Act, including the proposed rules at 12
CFR §1232, or any successor rules or applicable guidance issued by the FHFA.




10.10 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.




10.11 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.




10.12 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.




10.13 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.




10.14 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 which is signed, made, or
presented by the proper party or parties.




10.15 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), as authorized
pursuant to this Plan.




10.16 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.




10.17 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 Compensation 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
Compensation Committee.




10.18 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.



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Appendix A





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 Executive Incentive Compensation 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 the 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
the 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 or in the Target Document; (4) no benefits will be paid under
the Plan if I am terminated for “Cause” as set forth in the Plan Section 10.4.c;
(5) no benefits will be paid under the 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 the Plan, if
applicable; (6) the benefits of the Plan may be subject to FICA taxes before
such amounts are actually paid to me; and (7) all amounts received under the
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”



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Appendix B

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 Executive
Incentive Compensation 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: 



3



INSTRUCTIONS FOR COMPLETION




OF BENEFICIARY DESIGNATION FORM





As a participant in the Federal Home Loan Bank of Topeka Executive Incentive
Compensation 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.




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