INDEMNIFICATION AGREEMENT

Form 2

Exhibit 10.13

INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT made and entered into as of this                      day of                      2008 (the “Agreement”), by and between FEDERAL HOME LOAN BANK OF DALLAS, a federally chartered corporation (“Bank”), and                      (the “Officer”).

RECITALS:

     WHEREAS, the Board of Directors of the Bank (the “Board”) believes that it is reasonable, prudent, and necessary for the Bank contractually to obligate itself to indemnify the Officer to the fullest extent permitted by applicable law in order to induce the Officer to serve or continue to serve the Bank, including the Officer’s service as an officer, director, trustee, or other official of organizations with which the Bank may have a contractual or other relationship, free from undue concern that the Officer will not be so indemnified; and

     WHEREAS, Article VIII of the Bank’s Bylaws provides that the Bank will indemnify officers and directors of the Bank in connection with their service as officers, directors, and trustees of organizations on which they serve as officers, directors, or trustees on behalf of or for the benefit of the Bank; and

     WHEREAS, the Officer is willing to serve, continue to serve, and take on additional service for, or on behalf of, the Bank on the condition that the Officer be so indemnified as more fully set forth herein:

     NOW, THEREFORE, in consideration of the promises and the covenants in this Agreement, and intending to be legally bound, the Bank and the Officer do hereby covenant and agree as follows;

      SECTION 1. Definitions . For purposes of this Agreement:

          (a) “Agent” shall mean any person who (i) is or was a director, officer, employee or agent of the Bank; or (ii) is or was serving at the request of, for the convenience of, or to represent the interest of the Bank (including, without limitation, the Financial Institutions Retirement Fund, the Financing Corporation, the Resolution Funding Corporation, the Office of Finance, Pentegra Defined Benefit Plan for Financial Institutions (“Pentegra”), the Council of Federal Home Loan Banks and any Federal Home Loan Bank System committee, including but not limited to the Bank Presidents’ Conference, and their successors) as a director, officer, partner, employee, member, manager, trustee or agent of another corporation, partnership, limited liability company, joint venture, trust, agency, instrumentality or other enterprise (including service with respect to an employee benefit plan).

          (b) “Business Day” shall mean any day that the Bank is open for business.

Indemnification Agreement

Form 2

          (c) “Disinterested Director” shall mean a director of the Bank who is not and was not a party to the Proceeding in respect of which indemnification or advancement of Expenses is being sought by the Officer or any similar Proceeding then pending.

          (d) “Expenses” shall be broadly construed and shall include all direct and indirect costs (including, without limitation, attorneys’ fees and retainers, court costs, transcription costs, fees of experts, witness fees, travel expenses, food and lodging expenses while traveling, duplicating costs, printing and binding costs, telephone charges, postage, delivery service, and freight or other transportation fees and expenses) actually and reasonably incurred, in connection with the investigation of, defense of, settlement of, appeal of, or being or preparing to be a witness in (including being deposed or preparing to be deposed) a Proceeding or the establishment or enforcement of a right to indemnification under this Agreement, applicable law or otherwise; provided, however, that “Expenses” shall not include any judgments, fines, or amounts paid in settlement to the extent any amounts paid in respect of any thereof are prohibited to be indemnified against by applicable law.

          (e) “Independent Counsel” shall mean a law firm or a member of a law firm that neither is presently nor in the past three years has been retained to represent (i) the Bank or the Officer in any matter material to either party or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Bank or the Officer in an action to determine the Officer’s right to indemnification under this Agreement.

          (f) “Liabilities” shall mean liabilities of any type whatsoever, including, but not limited to, judgments, assessments, fines, taxes and penalties (including those payable pursuant to the Employee Retirement Income Security Act), and amounts paid in settlement (including, but not limited to, all interest, assessments, fines, or other charges paid or payable in connection with any of the foregoing).

          (g) “Proceeding” shall mean any threatened, pending or completed action, hearing, claim, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing, or any other proceeding, whether civil, criminal, arbitrative, administrative or investigative (including, without limitation, any action, suit, or proceeding by or in the right of the Bank to procure a judgment in its favor) and whether formal or informal, arising by reason of the fact that the Officer is or was an Agent or by reason of anything done or not done by the Officer in the Officer’s capacity as an Agent.

      SECTION 2. Service as an Officer . The Officer agrees to serve as an officer of the Bank so long as the Officer is duly appointed and qualified in accordance with the applicable provisions of the charter and bylaws of the Bank and the Federal Home Loan Bank Act and the rules and regulations promulgated thereunder and until such time as the Officer resigns or is removed from the Officer’s position or is disqualified to continue in the Officer’s position

Indemnification Agreement

Form 2

(subject to any other contractual obligation or other obligation imposed by operation of law). The Bank shall have no obligation under this Agreement to continue the Officer in any position.

      SECTION 3. Indemnification . The Bank shall, to the fullest extent permitted by applicable law and regulations, indemnify the Officer whenever the Officer is or becomes a party, whether as a plaintiff acting with the approval of the Board, or as a defendant, or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any Proceeding, including without limitation any Proceeding brought by or in the right of the Bank, against all Liabilities, loss, and Expenses actually and reasonably incurred or suffered by the Officer in connection with any Proceeding if, as determined in accordance with Section 5, the Officer acted in good faith and in a manner the Officer reasonably believed to be in or not opposed to the best interests of the Bank, and, with respect to any Proceeding, had no reasonable cause to believe the Officer’s conduct was unlawful, except such Liabilities and Expenses as a court of competent jurisdiction holds in a final, non-appealable judgment may not be indemnified against or are incurred because of (a) the Officer’s breach of the Officer’s duty of loyalty to the Bank or its stockholders, (b) any act or omission by the Officer which involves willful misconduct or knowing violation of the criminal law, or (c) any transaction from which the Officer derived any improper personal benefit. No initial finding by the Board or its counsel, Independent Counsel, arbitrators, or the stockholders of the Bank shall be effective to deprive the Officer of the protection of this indemnity, nor shall a court to which the Officer may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it, as it is intended that the Officer shall be paid promptly by the Bank all amounts necessary to effectuate the foregoing indemnity in full. The rights of indemnification of the Officer provided under this Agreement shall include, without limitation, those rights set forth in Sections 4, 7, and 8 below.

      SECTION 4. Advancement of Expenses . All reasonable Expenses incurred by or on behalf of the Officer in defending a Proceeding, whether prior to or after final disposition of a Proceeding (including without limitation any Proceeding brought by or in the right of the Bank), shall be advanced by the Bank to the Officer within 10 Business Days after the receipt by the Secretary of the Bank of (a) a written affirmation by the Officer of the Officer’s good faith belief that the Officer acted in good faith and in a manner the Officer reasonably believed to be in or not opposed to the best interests of the Bank, and, with respect to any Proceeding, had no reasonable cause to believe the Officer’s conduct was unlawful and (b) a written undertaking by or on behalf of the Officer to repay all amounts paid or reimbursed only if it shall ultimately be determined that the Officer is not entitled to be indemnified by the Bank. The Officer’s entitlement to advancement of Expenses shall include Expenses incurred in connection with any Proceeding that seeks a determination, adjudication, or award in arbitration pursuant to this Agreement. The Officer shall not be required to repay any amounts paid or reimbursed by the Bank until a final, non-appealable determination has been made that the Officer is not entitled to be indemnified by the Bank. The requests under this Section 4 shall reasonably evidence the Expenses incurred by the Officer in connection therewith. The undertaking required by clause (b) of this Section 4 (i) shall be an unlimited general obligation of such person, (ii) need not be secured, and (iii) shall be accepted without reference to financial ability of the Officer to make repayment. Notwithstanding any other provision in this Agreement, to the extent that the Officer has been successful on the merits or otherwise in defense of any Proceeding, the Officer shall be

Indemnification Agreement

Form 2

indemnified against, and entitled to reimbursement of, all Expenses actually and reasonably incurred by the Officer in connection therewith.

      SECTION 5. Procedure for Determination of Entitlement to Indemnification .

          (a) Whenever the Officer believes that the Officer is entitled to indemnification pursuant to this Agreement, the Officer shall submit a written request for indemnification to the Secretary of the Bank. The request shall include all documentation or information necessary for the determination of entitlement to indemnification that is reasonably available to the Officer. Determination of the Officer’s entitlement to indemnification shall be made by the Board or Independent Counsel not later than 30 Business Days after the date on which a written request from the Officer was received by the Secretary of the Bank. The Secretary of the Bank shall, promptly upon receipt of the Officer’s request for indemnification, advise the Board in writing that the Officer has made such a request for indemnification.

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