ADOPTION OF FEDERAL HOME LOAN BANK OF INDIANAPOLIS 2008 LONG TERM INCENTIVE PLAN

Equity Incentive Plan Agreement

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Title: ADOPTION OF FEDERAL HOME LOAN BANK OF INDIANAPOLIS 2008 LONG TERM INCENTIVE PLAN
Governing Law: Indiana Date: 8/11/2008

Exhibit 10.11

FEDERAL HOME LOAN BANK OF INDIANAPOLIS

2008 LONG TERM INCENTIVE PLAN

(Effective as of January 1, 2008)

Krieg DeVault LLP

One Indiana Square, Suite 2800

Indianapolis, IN 46204-2079

www.kriegdevault.com

6/08

ADOPTION OF

FEDERAL HOME LOAN BANK OF INDIANAPOLIS

2008 LONG TERM INCENTIVE PLAN

Pursuant to resolutions adopted by the Board of Directors of the Federal Home Loan Bank of Indianapolis (the “Bank”), the undersigned officers of the Bank hereby adopt the Federal Home Loan Bank of Indianapolis 2008 Long Term Incentive Plan, effective as of January 1, 2008, on behalf of the Bank, in the form attached hereto.

Dated this day of , 2008.


		FEDERAL HOME LOAN BANK OF INDIANAPOLIS

		By:
			Paul C. Clabuesch, Chairman

		By:
			Charles L. Crow, Vice Chairman

ATTEST:

By:
	Jonathan R. West, Corporate Secretary

FEDERAL HOME LOAN BANK OF INDIANAPOLIS

2008 LONG TERM INCENTIVE PLAN

TABLE OF CONTENTS


		PAGE

Article I	INTRODUCTION	1

Section 1.1	Purpose	1
Section 1.2	Effective Date	1
Section 1.3	Administration	1
Section 1.4	Supplements	1
Section 1.5	Definitions	1

Article II	ELIGIBILITY AND PARTICIPATION	2

Section 2.1	Eligibility	2
Section 2.2	Participation	2

Article III	AWARDS	2

Section 3.1	Awards	2
Section 3.2	Performance Goals	3
Section 3.3	Earning and Vesting of Awards	4
Section 3.4	Effect of Termination of Service	4
Section 3.5	Effect of Reorganization	6
Section 3.6	Payment of Awards	6
Section 3.7	Forfeiture of Awards	7

Article IV	ADMINISTRATION	7

Section 4.1	Appointment of the Committee	7
Section 4.2	Powers and Responsibilities of the Committee	7
Section 4.3	Income and Employment Tax Withholding	8
Section 4.4	Plan Expenses	8

Article V	BENEFIT CLAIMS	8

Article VI	AMENDMENT AND TERMINATION OF THE PLAN	8

Section 6.1	Amendment of the Plan	8
Section 6.2	Termination of the Plan	8

Article VII	MISCELLANEOUS	9

Section 7.1	Governing Law	9
Section 7.2	Headings and Gender	9
Section 7.3	Spendthrift Clause	9
Section 7.4	Counterparts	9
Section 7.5	No Enlargement of Employment Rights	9
Section 7.6	Limitations on Liability	9
Section 7.7	Incapacity of Participant	9


Section 7.8	Evidence	10
Section 7.9	Action by Bank	10
Section 7.10	Severability	10
Section 7.11	Information to be Furnished by a Participant	10
Section 7.12	Attorneys’ Fees	10
Section 7.13	Binding on Successors	10
Section 7.14	Awards Not Compensation for Other Plans	10

APPENDIX A	FORM OF AWARD AGREEMENT	A-1

APPENDIX B	FORM NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT	B-1

APPENDIX C	2008 PERFORMANCE PERIOD	C-1

ARTICLE I

INTRODUCTION

Section 1.1 Purpose . The purpose of the Federal Home Loan Bank of Indianapolis 2008 Long Term Incentive Plan (the “Plan”) is to attract, retain and motivate certain key employees of the Federal Home Loan Bank of Indianapolis (the “Bank”) and to focus their efforts on continued improvement in the profitability of the Bank. The Plan is a cash-based long-term incentive plan that provides award opportunities based on achievement of performance goals over a three-year period.

Section 1.2 Effective Date . The “Effective Date” of the Plan is January 1, 2008.

Section 1.3 Administration . The Plan will be administered by an administrative committee (the “Committee”) appointed by the Bank’s Board of Directors (the “Board”), which initially will be the Human Resources Committee of the Board. The Committee, from time to time, may adopt any rules and procedures it deems necessary or desirable for the proper and efficient administration of the Plan that are consistent with the terms of the Plan. Any notice or document required to be given or filed with the Committee will be properly given or filed if delivered to or mailed by registered mail, postage paid, to the Corporate Secretary of the Board of Directors, Federal Home Loan Bank of Indianapolis, 8250 Woodfield Crossing Blvd., Suite 400, Indianapolis, Indiana 46240.

Section 1.4 Supplements . The provisions of the Plan may be modified by supplements to the Plan. The terms and provisions of each supplement are a part of the Plan and supersede any other provisions of the Plan to the extent necessary to eliminate any inconsistencies between the supplement and any other Plan provisions.

Section 1.5 Definitions . The following terms are defined in the Plan in the following Sections:


Term		Plan Section
Award		3.1(b)
Award Agreement		3.1(b)
Bank		1.1
Board		1.3
Cause		3.4(b)(iv)
Committee		1.3
Disability		3.4(b)(i)
Discretionary Award		3.1(d)
Effective Date		1.2
Extraordinary Occurrences		3.1(e)
Final Award		3.1(e)
Good Reason		3.4(b)(iii)
Level I Participant		3.1(c)
Level II Participant		3.1(c)


Level III Participant		3.1(c)
Maximum		3.2(b)(iii)
Non-Solicitation Agreement		2.1
Participant		2.1
Performance Goals		3.2
Performance Period		3.1(a)
Plan		1.1
Position		3.4(b)(iii)(1)(A)
Reorganization		3.5
Retirement		3.4(b)(ii)
Termination of Service		3.4(a)
Target		3.2(b)(ii)
Threshold		3.2(b)(i)

ARTICLE II

ELIGIBILITY AND PARTICIPATION

Section 2.1 Eligibility . Any employee of the Bank is eligible to become a “Participant” in the Plan, provided the employee is designated as a Participant by the Board in writing and he or she executes an agreement containing non-solicitation and non-disclosure provisions in the form provided as Appendix B to the Plan (“Non-Solicitation Agreement”). Any employee of the Bank who is an officer with a title of Senior Vice President or a higher officer level is automatically eligible to become a Participant without the need for designation by the Board, provided that he or she executes a Non-Solicitation Agreement.

Section 2.2 Participation . A designated employee or otherwise eligible employee will become a Participant as of the later of the Effective Date, the date specified by the Board, or the date, on or after the Effective Date, that the employee satisfies the automatic eligibility provisions described in Section 2.1. Any Participant may be removed as an active Participant by the Board effective as of any date.

ARTICLE III

AWARDS

Section 3.1 Awards . At the beginning of each Performance Period, the Board will make an Award to eligible Participants. Each Award will be equal to a percentage of the Participant’s annual base salary at the beginning of the Performance Period as described in the applicable Plan Appendix.

(a)

Performance Period . A “Performance Period” is a rolling three-calendar year period over which an Award can be earned.

(b)

Award Agreement . An “Award” to a Participant will be evidenced by a written “Award Agreement” issued by the Bank to a Participant that specifies the Performance Goals, the Performance Period and other necessary terms and conditions applicable to the Award.

(c)

Award Levels . Participants will receive varying Awards based on their position with the Bank, as specified for each Performance Period in an Appendix to the Plan. A “Level I Participant” is the Bank’s President and Chief Executive Officer. A “Level II Participant” is a Senior Vice President of the Bank. A “Level III Participant” is an individual who is not a Level I or II Participant.

(d)

Discretionary Award . The President may recommend to the Board that an additional discretionary Award (the “Discretionary Award”) be made to a Level II or Level III Participant to address external market considerations, including for recruiting purposes. The aggregate pool of funds available for Discretionary Awards to Level II and Level III Participants will not exceed twenty percent of the aggregate Awards for Level I and Level II Participants.

(e)

Final Award . The “Final Award” is the amount of an Award as adjusted based upon the level at which the Performance Goals have been achieved, including any Discretionary Award, that is ultimately paid to a Participant under the Plan for a Performance Period. Final Awards may be modified up or down at the Board’s discretion to account for performance that is not captured in the Performance Goals. The Board in its discretion may also consider Extraordinary Occurrences when assessing performance results and determining Final Awards. “Extraordinary Occurrences” mean those events that, in the opinion and discretion of the Board, are outside the significant influence of the Participant 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.

Section 3.2 Performance Goals . “Performance Goals” are the performance factors established by the Board and set forth in an Appendix to the Plan and that are taken into consideration under the Plan in determining the value of an Award. The Board may adjust the Performance Goals for a Performance Period to ensure that the purpose of the Plan is served.

(a)

Establishment of Performance Goals . Performance Goals for the Performance Period commencing on January 1, 2008, will be established as of the date the Plan is adopted. Performance Goals for Performance Periods commencing on and after January 1, 2009, will be communicated to Participants in writing after they have been established by the Board.

(b)

Achievement Level . Three achievement levels will be defined for each Performance Goal.

(i)

Threshold . The “Threshold” achievement level is the minimum achievement level accepted for a Performance Goal.

(ii)

Target . The “Target” achievement level is the planned achievement level for a Performance Goal.

(iii) Maximum . The “Maximum” achievement level is achievement that substantially exceeds the Target achievement level.

(c)

Interpolation . Achievement levels between Threshold—Target and Target – Maximum will be interpolated in a consistent manner as determined by the Committee.

Section 3.3 Earning and Vesting of Awards . Generally, an Award will become earned, and therefore vested, if:

(a)

the applicable Performance Goals for the Performance Period are satisfied; and

(b)

the Participant is actively employed on the last day of the Performance Period.

The value of Awards will be calculated in accordance with the applicable Appendix to the Plan and the applicable Award Agreement.

Section 3.4 Effect of Termination of Service .

(a)

In General . If a Participant incurs a Termination of Service for any reason other than a reason set forth in subsection 3.4(b), then any portion of an Award which has not otherwise become vested as of the date of Termination of Service will be forfeited, effective as of the date of such termination. For purposes of the Plan, “Termination of Service” means the occurrence of any act or event or any failure to act, that actually or effectively causes or results in a Participant ceasing, for whatever reason, to be an employee of the Bank, including, but not limited to, death, Disability, Retirement, termination by the Bank of the Participant’s employment (whether for Cause or otherwise), termination by the Participant of his or her employment with the Bank for Good Reason and voluntary resignation or termination by the Participant of his or her employment.

(b)

Termination Due to Death, Disability, Retirement or Other Events . Notwithstanding the provisions of Section 3.3 and subsection 3.4(a), 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 period beginning with the earliest to occur of the following three dates, as applicable, and ending on the effective date of such Reorganization: (1) 12 months prior to the execution of a definitive agreement regarding a Reorganization of the Bank, (2) if a Reorganization has been mandated by federal statute, rule, regulation or directive, 12 months prior to the effective date of such Reorganization, or (3) 12 months prior to the adoption of a plan or proposal for the liquidation or dissolution of the Bank, any portion of his or her Award eligible to become earned and vested in the Performance Periods in which the termination occurs will, to the extent the Performance Goals for such Performance Periods are satisfied, be treated as earned and vested in a pro rata manner equivalent to the period of time during the Performance Periods the Participant participated in the Plan. The Award will become vested effective as of the last day of such Performance Periods in which the Termination of Service occurs.

(i)

For purposes of the Plan, “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 the Bank for an aggregate of 12 out of 15 consecutive months and, within 30 days after a written notice of termination is thereafter given by the Bank to the Participant, the Participant does not return to the full-time performance of the Participant’s duties.

(ii)

For purposes of the Plan, “Retirement” means the planned and voluntary termination of the Participant’s employment on or after the Participant has attained age 60 with five “Years of Service.” To be credited with a Year of Service, a Participant must complete 1,000 “hours of service” for the Bank during such year. An “hour of service” will be calculated in the same manner as under the Financial Institutions Thrift Plan.

(iii)

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

(1)

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 the Bank 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 the Bank, and (B) ending on the effective date of such Reorganization.

(A)

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

(B)

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

(C)

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;

(2)

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

(3)

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

(iv)

For purposes of the Plan, “Cause” means (1) continued failure of the Participant to perform his or her duties with the Bank (other than any such failure resulting from Disability), after a demand for performance, pursuant to a resolution of the Board, is delivered to the Participant by the Chair of the Board, which specifically identifies the manner in which the Participant has not performed his or her duties, (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 Federal Housing Finance Board pursuant to 12 U.S.C. 1422b(a)(2), or by any successor agency to the Federal Housing Finance Board (“FHFB”) pursuant to a similar statute.

Section 3.5 Effect of Reorganization . Notwithstanding the provisions of Section 3.3 and subsection 3.4(b), if a Reorganization of the Bank occurs, then any portion of an Award which has not otherwise become vested as of the date of the Reorganization will be treated as earned and vested, effective as of the date of the Reorganization, in a pro rata manner equivalent to the period of time during the Performance Periods the Participant participated in the Plan prior to the Reorganization. “Reorganization” of the Bank will mean the occurrence at any time of any of the following events:

(a)

The Bank is merged or consolidated with or reorganized into or with another bank or other entity, or another bank or other entity is merged or consolidated into the Bank;

(b)

The Bank sells or transfers all, or substantially all of its business and/or assets to another bank or other entity; or

(c)

The liquidation or dissolution of the Bank.

Section 3.6 Payment of Awards . Unless payment of a Final Award has been properly deferred by a Participant under the terms of the Federal Home Loan Bank of Indianapolis 2005 Supplemental Executive Thrift Plan (“2005 SETP”), a Final Award will be paid in a single sum cash payment by March 15th of the year following the year in which the Award becomes vested. However, in the event of a Reorganization, unless payment has been property deferred under the 2005 SETP, payment of a Final Award will be made in a single sum on the date on which the Reorganization occurs.

Section 3.7 Forfeiture of Awards .

(a)

Notwithstanding any other provision of the Plan, if a Participant violates a Non-Solicitation Agreement, all of his unpaid vested and unvested Awards will be forfeited effective as of the date the Board determines such violation has occurred and notifies the Participant of such determination. Any future payments for a vested Award will cease and the Bank will have no further obligation to make such payments.

(b)

Notwithstanding any other provision of the Plan, if during the most recent examination of the Bank by the FHFB, the FHFB identified an unsafe or unsound practice or condition with regard to the Bank within the Participant’s area(s) of responsibility and such unsafe or unsound practice or condition is not subsequently resolved in favor of the Bank, then all of a Participant’s vested and unvested Awards will be forfeited. Any future payments for a vested Award will cease and the Bank will have no further obligation to make such payments.

ARTICLE IV

ADMINISTRATION

Section 4.1 Appointment of the Committee . The Committee, or a duly authorized officer or officers of the Bank empowered by the Committee to act on its behalf under sub-section 4.2(d), will be responsible for administering the Plan, and the Committee will be charged with the full power and the responsibility for administering the Plan in all its details; provided that the power to determine eligibility pursuant to Article II is reserved to the Board.

Section 4.2 Powers and Responsibilities of the Committee . The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan document; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits under the Plan; to resolve any claim for benefits in accordance with Article V, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee will be final, conclusive and binding.

(a)

Records and Reports . The Committee will be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan.

(b)

Rules and Decisions . The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee will be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant, the Bank or the legal counsel of the Bank.

(c)

Application for Benefits . The Committee may require a Part

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