Form of Key Employee Severence Agreement For Executive Officers

Exhibit 10.6

FORM OF KEY EMPLOYEE SEVERANCE

AGREEMENT FOR EXECUTIVE OFFICERS AND FIRST AMENDMENT THERETO

The attached form is identical for the following

Executive Officers:

Michael R. Barker

Brian K. Fike

Douglas Iverson

Paul J. Weaver

Jonathan R. West

KEY EMPLOYEE

SEVERANCE AGREEMENT

This Agreement is entered into as of the 1 st day of January, 2001, by and between the FEDERAL HOME LOAN BANK OF INDIANAPOLIS, a corporation organized under the laws of the United States (the " Bank" ) and (the " Executive" ).

WHEREAS, the Executive has been effective in his service to the Bank, and the Bank recognizes the valuable services that the Executive has rendered and desires to be assured that the Executive will continue his active participation in the business of the Bank; and

WHEREAS, the Executive is willing to continue to serve the Bank but desires assurance that, in the event of any consolidation, change in control or reorganization of the Bank, he will continue to have the responsibility and status he has earned, either with the Bank or with a successor to the Bank;

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the Bank and the Executive hereby agree as follows:

1. Definitions .

" Bank" shall mean the Federal Home Loan Bank of Indianapolis and any other entity within the definition of " Bank" in Section 6(a) hereof.

" Cause" shall mean (i) the continued failure of the Executive to perform his duties with the Bank (other than any such failure resulting from Disability), after a demand for performance, pursuant to a resolution of the Bank' s Board of Directors, is delivered to the Executive by the Chair of the Board of Directors of the Bank, which specifically identifies the manner in which the Executive has not performed his duties, (ii) the 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 (iii) the removal of the Executive 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 pursuant to a similar statute.

" Compensated Termination" shall have the meaning set forth in Section 2(a).

" Disability" shall mean, as a result of the Executive' s incapacity due to physical or mental illness, the Executive shall have been absent from his duties with the Bank for an aggregate of twelve (12) out of fifteen (15) consecutive months and, within thirty (30) days after a Notice of Termination is thereafter given by the Bank to the Executive, the Executive shall not have returned to the full-time performance of the Executive' s duties.

" Good Reason" shall mean any of the following: (i) during the period (1) beginning with the earliest to occur of the following three dates, as applicable: (A) twelve (12) months prior to the execution of a definitive agreement regarding a Reorganization of the Bank or (B) if a Reorganization has been mandated by federal statute, rule, regulation or directive, twelve (12) months prior to the effective date of such Reorganization or (C) twelve (12) months prior to the adoption of a plan or proposal for the liquidation or dissolution of the Bank, and (2) ending twenty-four (24) months after the effective date of such Reorganization,

(a) a change in the Executive' 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 Executive' s status and position as in effect as of the date hereof (" Position" ), or

(b) the assignment to the Executive of any duties or responsibilities (or removal of any duties or responsibilities), which assignment or removal is inconsistent with such Position, or

(c) any removal of the Executive from such Position (including, without limitation, all demotions and harassing assignments), except in connection with the termination of the Executive' s employment for Cause or Disability, or as a result of the Executive' s death;

(ii) within twenty-four (24) months after the effective date of a Reorganization of the Bank, (a) a reduction by the Bank in the Executive' s base salary as in effect immediately prior to such Reorganization, or (b) the Bank' s (or its successor' s) failure to increase (within 12 months of the Executive' s last increase in base salary) the Executive' s base salary after a Reorganization of the Bank in an amount which is not less than 50% of the average percentage increase in base salary for all officers of the Bank effected in the preceding twelve (12) months;

(iii) within twenty-four (24) months after the effective date of a Reorganization of the Bank, (a) any failure by the Bank to continue in effect any plan or arrangement, including, without limitation, benefit and incentive plans, in which the Executive is participating immediately prior to such Reorganization (hereinafter referred to as " Plans" ), unless such Plans have been replaced with similar benefits that are not materially less than the Executive' s benefits under such Plans, or (b) the taking of any action by the Bank which would adversely affect the Executive' s participation in or materially reduce the Executive' s benefits under any such Plan or in or under fringe benefits enjoyed by the Executive immediately prior to the time of such Reorganization of the Bank;


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(iv) any material breach by the Bank of any provisions of this Agreement or any other agreement with the Executive; or

(v) any failure by the Bank or its successors and assigns to obtain the assumption of this Agreement by any successor or assign of the Bank.

" Notice of Termination" shall mean a written notice which shall indicate those specific termination provisions in this Agreement upon which the Bank or the Executive, as the case may be, has relied for such termination and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive' s employment under the provision so indicated.

" Payment Determination Date" shall have the meaning set forth in Section 2(b).

" Reorganization" of the Bank shall mean the occurrence at any time of any of the following events:

(i) 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;

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

(iii) The liquidation or dissolution of the Bank.

" Retirement" shall mean the planned and voluntary termination by the Executive of his employment on or after reaching the earliest retirement age permitted by the Bank' s qualified retirement plans.

2. Compensated Termination . (a) Compensated Termination . If the Executive incurs a Compensated Termination while the Executive is employed by the Bank or within twenty-four (24) months after the effective date of a Reorganization of the Bank (whether the Executive is then employed by the Bank or a successor to the Bank as a result of such Reorganization), the Executive shall be entitled to the benefits provided in Section 4(a). For purposes of this Agreement, a " Compensated Termination" means termination of the Executive' s employment under either of the following circumstances: (i) By the Executive for Good Reason; or


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(ii) By the Bank, or by its successor in a Reorganization, without Cause at any time during the period (1) beginning with the earliest to occur of the following three dates, as applicable (A) twelve (12) months prior to the execution of a definitive agreement regarding a Reorganization, or (B) if a Reorganization has been mandated by federal statute, rule, regulation or directive, twelve (12) months prior to the effective date of such Reorganization, or (C) twelve (12) months prior to the adoption of a plan or proposal for the liquidation or dissolution of the Bank, and (2) ending twenty-four (24) months after the effective date of such Reorganization.

(b) Payment Determination Date . " Payment Determination Date," for purposes of determining when a payment resulting from a Compensated Termination must be made pursuant to Section 4(a), shall mean the effective date of the termination of the Executive' s employment with the Bank if such termination is a " Compensated Termination."

(c) Non-Compensated Termination . For the avoidance of doubt, none of the following events shall result in any payment to the Executive for a Compensated Termination under Section 4(a): (i) The termination of employment by the Executive without Good Reason; (ii) The termination of the Executive' s employment for Cause by the Bank or its successor in a Reorganization; (iii) The termination of the Executive' s employment Without Cause by the Bank or its successor in a Reorganization, (1) prior to the date which is the earliest to occur of the following three dates, as applicable: (A) twelve (12) months prior to the execution of a definitive agreement regarding a Reorganization of the Bank or (B) if a Reorganization has been mandated by federal statute, rule, regulation or directive, twelve (12) months prior to the effective date of such Reorganization or (C) twelve (12) months prior to the adoption of a plan or proposal for the liquidation or dissolution of the Bank, or (2) more than twenty-four (24) months after the effective date of a Reorganization;

(iv) ...