Washington, DC 20549






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


Date of Report (Date of earliest event reported) September 15, 2010




(Exact name of registrant as specified in its charter)



Federally chartered corporation





(State or other jurisdiction
of incorporation)


(Commission File Number)


(IRS Employer
Identification No.)


111 Huntington Avenue
Boston, MA 02199

(Address of principal executive offices, including zip code)


(617) 292-9600

(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):


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


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


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


o            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.


Deemed Election of Certain Member Directors


On September 15, 2010, each of A. James Lavoie and Peter F. Crosby was deemed elected to serve as member directors of the Federal Home Loan Bank of Boston’s (the Bank’s) board of directors (the Board).  Messrs. Crosby and Lavoie will continue to represent Vermont and Massachusetts, respectively.  Each is an incumbent member director whose new term will commence on January 1, 2011.  Both currently serve on the Board with terms expiring on December 31, 2010.


Mr. Crosby serves as president, chief executive officer, and trustee of Passumpsic Savings Bank and president, chief executive officer, and a director of Passumpsic Bancorp, each located in St. Johnsbury, Vermont.  Mr. Crosby currently serves on the Bank’s risk and housing and community development committees. Mr. Crosby’s new term will expire on December 31, 2014.


Mr. Lavoie serves as trustee of Middlesex Savings Bank and as a director of The Savings Bank Life Insurance Company of Massachusetts.  Prior to his retirement, he served as president and chief executive officer of Middlesex Savings Bank.  Mr. Lavoie currently serves on the Bank’s risk and personnel committees.  Mr. Lavoie’s new term will expire on December 31, 2013.


The Board has not yet determined on which committees these directors will serve for 2011.


Legal Framework for the Deemed Election of These Member Directors


The election of Messrs. Lavoie and Crosby took place in accordance with the rules governing the election of Federal Home Loan Bank member directors pursuant to the Federal Home Loan Bank Act (the Act) and the related regulations (the Applicable Regulations) of the Federal Housing Finance Agency, the Bank’s principal regulator.  The Applicable Regulations provide in relevant part that if the number of eligible nominations for member directorships is equal to or fewer than the number of member directorships to be filled, an election is unnecessary and such nominees are deemed elected without further action.


Compensation of Directors for 2011


The Bank expects to compensate these directors in accordance with the Bank’s Director Compensation Policy for 2011, a policy that has not yet been adopted.  Each director is also entitled to participate in the Bank’s nonqualified, unfunded deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the amount of compensation. Each director is also eligible to be reimbursed for reasonable travel, subsistence and other related expenses incurred in connection with service as a Bank director.


Certain Relationships, Related Transactions, and Director Independence


Pursuant to the Applicable Regulations, the Bank’s member directors, including Messrs. Crosby and Lavoie, serve as officers or directors of a member of the Bank. The Bank is a cooperative and conducts business primarily with its members, who are required to own capital stock in the Bank as a prerequisite to transacting certain business with the Bank. Subject to the Act and the Applicable Regulations, the Bank also issues consolidated obligations through the Office of




Finance, maintains a portfolio of short-term and long-term investments, enters into derivative transactions, and provides certain cash management and other services; in each case, with members, housing associates, or other third parties of which directors may serve as officers or directors. All such transactions are made in the ordinary course of the Bank’s business and are subject to the same Bank policies as transactions with the Bank’s members, housing associates, and third parties generally. For further information, see Item 13—Certain Relationships and Related Transactions, and Director Independence of the Bank’s Annual Report filed on Form 10-K with the Securities and Exchange Commission on March 22, 2010.


Information on the Bank’s Continuing Elections


In addition to the foregoing, an election for a member directorship in New Hampshire and for three independent directorships throughout the Bank’s district is currently underway.  The deadline for the receipt of ballots for those elections is October 21, 2010.  Shortly thereafter, ballots will be tabulated and the Board will formally declare the winners of those elections, and will at the same time declare elected Messrs. Crosby and Lavoie.





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 Boston




Date: September 15, 2010


/s/Frank Nitkiewicz



Frank Nitkiewicz
Executive Vice President and Chief Financial Officer