UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K/A
(Amendment No. 1)


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 10, 2010


FEDERAL HOME LOAN BANK OF SAN FRANCISCO
(Exact name of registrant as specified in its charter)


         

Federally chartered corporation

 

000-51398

 

94-6000630

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

600 California Street
San Francisco, CA 94108
(Address of principal executive offices, including zip code)

(415) 616-1000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

This Form 8-K/A amends the Form 8-K filed by the Federal Home Loan Bank of San Francisco (the "Bank") on November 15, 2010, to add information about the Committees of the Bank's Board of Directors ("Board") on which directors Kevin Murray, John F. Robinson and Scott C. Syphax will serve in 2011.

The Bank's Board has appointed these directors to the Board's Committees as follows:

Kevin Murray--Vice Chair of the External Affairs Committee; Vice Chair of the Member Services Committee; member of the Affordable Housing, AHP Approval, Finance and Governance Committees.

John F. Robinson--Vice Chair of the Audit Committee; member of the Finance Committee.

Scott C. Syphax--Member of the Audit, Finance and Governance Committees. Mr. Syphax is also Vice Chairman of the Board for 2011.

Additionally, this Form 8-K/A discloses the 2011 compensation arrangement for Mr. Murray, Mr. Robinson and Mr. Syphax.

In accordance with Federal Housing Finance Agency regulations, compensation for service on the Bank's Board for these three directors is subject to the Bank's 2011 Board of Directors Compensation and Expense Reimbursement Policy as follows:

Position

Maximum Annual Service Fee

Maximum Annual Meeting Fees

Total Maximum Annual Compensation

Chairman

$33,000

$27,000

$60,000

Vice Chairman and Audit Committee Chair

$28,000

$27,000

$55,000

Other Committee Chair and Directors on Audit Committee

$23,000

$27,000

$50,000

Other Directors

$18,000

$27,000

$45,000

Service fees for the above positions will be paid for continuous service as a Bank director. The annual service fee will be pro-rated and paid with the meeting fee, if applicable, at the conclusion of each two-month service period on the Board of Directors (i.e., month-end February, April, June, August, October and December). Any member of the Board of Directors who joins or leaves the Board between service fee payments will receive a pro rata service fee for the number of days the director was on the Board during the service period. Additionally, each director will receive a meeting fee of $5,400 for attending any portion of five of the six regularly scheduled two-day Board meetings.

In addition, the Bank reimburses directors for necessary and reasonable travel, subsistence and other related expenses incurred in connection with the performance of their official duties. For expense reimbursement purposes, Directors' "official duties" include:

  • Meetings of the Board and Board committees,
  • Meetings requested by the Federal Housing Finance Agency and Federal Home Loan Bank System committees,
  • Meetings of the Council of Federal Home Loan Banks and its committees,
  • Meetings of the Bank's Affordable Housing Advisory Council,
  • Events attended on behalf of the Bank when requested by the President in consultation with the Chairman, and
  • Other events attended on behalf of the Bank with the prior approval of the EEO-Personnel-Compensation Committee of the Board.


Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   

Federal Home Loan Bank of San Francisco

     

Date:  February 2, 2011

 

By:               /s/ Lisa B. MacMillen                       

   

       Lisa B. MacMillen
       Executive Vice President and Chief Operating Officer