Deferred Compensation Plan for the Board of Directors



 Exhibit 10.13 
  
 FEDERAL HOME LOAN BANK OF SEATTLE 
  
 DEFERRED COMPENSATION PLAN FOR 
 THE BOARD OF DIRECTORS 
  
 Effective as of 
 March 21, 1997 
  
 Amended Effective as of 
 January 1, 2004 







 DEFERRED COMPENSATION PLAN FOR 
 THE BOARD OF DIRECTORS 
  
 INTRODUCTION 
  
 The adoption of this
Deferred Compensation Plan for Directors of the Federal Home Loan Bank of Seattle has been authorized by the Board of Directors of the Federal Home Loan Bank of Seattle. 
  
 This Plan will permit the Directors to defer all or a certain portion of their Director’s Fees earned in any calendar year. 

 
 Any Director’s Fees deferred under this Plan shall be paid solely from the general
assets of the Bank at the time and in the manner provided in this Plan. 
  
 Article 1. Definitions 
  
 When used in the Plan, the following
terms shall have the following meanings: 
  
 1.01
“Account” means the record-keeping account maintained hereunder on the books and records of the Bank to record the Director’s Fees deferred by Directors, as well as the increase in value attributable to interest earned thereon,
all as described hereafter. 
  
 1.02 “Bank” means
the Federal Home Loan Bank of Seattle. 
  
 1.03
“Beneficiary” means the beneficiary or beneficiaries designated in accordance with Article 5 of the Plan to receive the benefit, if any, payable upon the death of a Member. 
  
 1.04 “Board of Directors” means the Board of Directors of the Bank. 
  
 1.05 “Code” means the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto. 
  
 1.06
“Director’s Fees” means any fees earned by a Director of the Federal Home Loan Bank of Seattle. 
  
 1.07 “Effective Date” of this amended and restated Plan is January 1, 2004. The Plan’s original Effective Date was March 21, 1997.

  
 1.08 “Member” means a Director of the Federal
Home Loan Bank of Seattle. 
  
 1.09 “Plan
Administrator” means the Bank’s Vice President of Corporate Relations, who will administer the Plan. 







 1.10 “Plan” means the Federal Home Loan Bank of Seattle Deferred Compensation Plan for
Directors, as set forth herein and as amended from time to time, plus any administrative rules and regulations adopted by the Committee. 
  
 1.11 “Plan Year” means the calendar year. 
  
 Article 2. Membership 
  
 2.01 Each Member who participates in this Plan shall be enrolled as a Member of this Plan for the purposes of Article 3 on the later of (i) the
date of the first Board of Directors meeting after his or her election or appointment to the Board of Directors, or (ii) the first day of the calendar month coinciding with or following March 21, 1997. 
  
 2.02 On the first day a Director is no longer a member of the Board of
Directors, his membership in the Plan shall terminate. 
  
 Article 3. Payment of Deferred Fees and Interest 
  
 3.01 Annually during the month of December, a Member may irrevocably elect in writing on an Adoption Agreement provided by the Plan Administrator to defer an amount equal to all or a portion of his or her Director’s Fees that
would otherwise be payable in the following Plan Year. 
  
 Notwithstanding the
previous paragraph, a Member who first becomes a Member on a date after January 1 of a Plan Year may elect to defer receipt of all or a portion of his or her Director’s Fees that would otherwise be payable in the reminder of the initial Plan
Year of eligibility. That election must be made in writing within thirty (30) days after the Member becomes a Member, and shall be irrevocable as to any Director’s Fees payable in the remainder of that Plan Year. 
  
 A Member’s Adoption Agreement for the prior Plan Year shall continue to be followed for
the subsequent Plan Year, unless the Member changes or terminates that Adoption Agreement in the month of December with respect to that subsequent Plan Year. 
  
 3.02 A Member’s deferred Director’s Fees shall be credited to his Account. As of the first day of each calendar month, the Plan
Administrator shall credit to each Member’s Account interest on the average daily balance of such Account during the immediately preceding calendar month, using the actual number of days in the calendar month, at the average 5 year CMT rate for
the preceding month as set forth in the Federal Reserve Statistical Release H.15. 
  
 3.03 A Member’s Account shall be 100% vested and nonforfeitable at all times and shall become payable to the Member upon the expiration of the deferral period irrevocably elected by the Member in the
Member’s initial Adoption Agreement. A Member’s initial Adoption Agreement may provide that the Member’s deferral period will end on a specified date or the date he ceases to be a Member. 
  
 Any deferral election to a specified future distribution date must be for at least two Plan
Years, so that the earliest specified future distribution date that a Member may elect will be January 1 following two Plan Years of deferral (counting the Member’s initial Plan Year of eligibility if he or she first becomes a Member on a date
after January 1 of a Plan Year). 
  

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 Notwithstanding the foregoing, a Member or former Member may make a one-time irrevocable election at least two years
prior to the specified future distribution date he or she originally elected, to change the specified future distribution date on which payments will commence, provided that election changes the specified future distribution date to a date that is
not earlier than January 1 following two Plan Years of deferral, counting the Plan Year in which the one-time irrevocable election to change the specified future distribution date is made (for example, if the one-time irrevocable election to change
the specified future distribution date is made in 2004, that specified future distribution date may be no earlier than January 1, 2006). 
  
 A Member or former Member shall irrevocably elect, within sixty (60) days after the date his or her deferral period ends, to receive his or her Plan Account in a lump sum
payment or a specified number of annual installments not to exceed ten (10) years, beginning as soon as reasonably practicable after the Member or former Member makes such election. If the Member or former Member makes no election within such 60-day
period, his or her Plan Account shall be paid in ten (10) annual installment payments beginning as soon as reasonably practicable after the expiration of that 60-day period. 
  
 3.04 If a Member dies prior to the commencement of payments from his or her Plan Account, the Member’s
Beneficiary shall irrevocably elect, within sixty (60) days after the date of the Member’s death, to receive the Member’s Plan Account in a lump sum payment or a specified number of annual installments not to exceed ten (10) years,
beginning as soon as reasonably practicable after the Beneficiary makes that election. If the Beneficiary makes no election within that 60-day period, the Member’s Plan Account will be paid to the Beneficiary in ten (10) annual installments,
beginning as soon as reasonably practicable after the expiration of that 60-day period. If a Member dies after payments to the Member have already commenced and the Member had elected installment payments, the Member’s Beneficiary shall receive
the remaining annual installment payments that would otherwise have been paid to the Member. This Paragraph 3.04 also applies to former Members who still have a Plan Account balance at the time of their death. 
  
 3.05 In the event of a Hardship, the Member’s election to defer
all or a portion of his or her Director’s Fees may be revoked, or the Member may withdraw all or part of his or her deferred Director’s Fees and any interest thereon. Provided, that the amount received by the Member as a result of the
revocation or the amount withdrawn shall be limited to the amount necessary to meet the Hardship. 
  
 “Hardship” means a severe financial setback of the Member resulting from a sudden and unexpected illness or accident of the Member or a dependent of the Member, loss of the Member’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances, arising from events beyond the Member’s control. Whether circumstances constitute such a Hardship depends on the facts of each case as determined by the Plan
Administrator in his or her discretion. Payment may not be made if the Hardship may be relieved: 
  
 (a) Through reimbursement or compensation by insurance or otherwise; 
  

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 (b) By liquidation of the Member’s assets, to the extent that liquidation itself would not cause
severe financial hardship; or 
  
 (c) By cessation of the
Member’s deferrals of Director’s Fees under the Plan. 
  
 This Paragraph
3.05 also applies to former Members who incur a Hardship and who still have a Plan Account balance. 
  
 Article 4. Source and Method of Payments 
  
 4.01 All payments of benefits under the Plan shall be paid from, and shall only be a general claim upon, the general assets of the Bank,
notwithstanding that the Bank in its discretion, may establish a bookkeeping reserve or a grantor trust (as such term is used in Sections 671 through 677 of the Code) to reflect or to aid it in meeting its obligations under the Plan with respect to
any Member or prospective member or beneficiary. No Member shall have any right, title or interest whatever in or to any investments which the Bank may make or any specific assets which the Bank may reserve to aid it in meeting its obligations under
the Plan. 
  
 Article 5. Designation of Beneficiaries

  
 5.01 The Beneficiary is the individual designated
by the Member on a Beneficiary Designation Form provided by the Plan Administrator, who shall be entitled to receive the balance of a Member’s Account upon a Member’s death at the time and in the form of payment described in Paragraph 3.04
of this Plan. 
  
 5.02 If no valid Beneficiary designation
is in effect at the time of a Member’s death, or if no designated Beneficiary survives the Member, the Member’s estate shall be deemed to have been designated his Beneficiary and shall be paid the balance of the Member’s Account upon
the Member’s death at the time and in the form of payment described in Paragraph 3.04 of the Plan. If the Plan Administrator is in doubt as to the right of any person to receive such amount, the Plan Administrator may pay such amount into any
court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Plan and the Bank. 
  
 Article 6. Administration of the Plan 
  
 6.01 The Board of Directors has delegated to the Plan Administrator, subject to those powers which the Board has reserved as described in Article 7
below, general authority over and responsibility for the administration of the Plan. The Plan Administrator shall interpret and construe the Plan, make all determinations considered necessary or advisable for the administration of the Plan, and the
calculations of the amounts payable thereunder, and review claims under the Plan. The Plan Administrator’s interpretations and constructions of the Plan and his or her decisions or actions thereunder shall be binding and conclusive on all
persons for all purposes. 
  

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 6.02 If the Plan Administrator deems it advisable, it shall arrange for the engagement of an
actuary, legal counsel and/or certified public accountants (who may be counsel or accountants for the Bank), and other consultants, and make use of agents and clerical or other personnel, for purposes of the Plan. The Plan Administrator may rely
upon the written opinions of such actuary, counsel, accountants, and consultants, and upon any information supplied for purposes of Sections 3.02 and 3.03 of the Plan, and delegate to any agent its authority to perform any act hereunder, including
without limitation those matters involving the exercise of discretion; provided, however, that such delegations shall be subject to revocation at any time at the discretion of the Plan Administrator. The Plan Administrator shall report to the Board
of Directors at least once each calendar year with regard to the matters for which it is responsible under the Plan. 
  
 6.03 The Plan Administrator shall not receive any special compensation for serving in such capacity but shall be reimbursed for any reasonable
expenses incurred in connection therewith. No bond or other security need be required of the Plan Administrator or any member thereof in any jurisdiction. 
  
 6.04 The Plan Administrator shall establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of
all meetings. 
  
 6.05 All claims under the Plan shall be
submitted in writing to the Plan Administrator, which will make its determination regarding claims and provide written notice of the decision on each such claim with reasonable promptness to the Member or his beneficiary (the “claimant”).
The claimant may request a review by the Plan Administrator of any decision denying the claim in whole or in part. Such request shall be made in writing and filed with the Plan Administrator within 30 days of such denial. A request for review shall
contain all additional information which the claimant wishes the Plan Administrator to consider. The Plan Administrator may hold any hearing or conduct any independent investigation which it deems desirable to render its decision and the decision on
review shall be made as soon as feasible after its receipt of the request for review. Written notice of the decision on review shall be furnished to the claimant. For all purposes under the Plan, such decisions on claims (where no review is
requested) and decisions on review (where review is requested) shall be final, binding and conclusive on all interested persons as to all matters relating to the Plan. 
  
 6.06 All expenses incurred by the Plan Administrator in its administration of the Plan shall be paid by the Bank.

  
 Article 7. Amendment and Termination 
  
 7.01 The Board of Directors may amend, suspend or terminate, in whole
or in part, the Plan without the consent of the Plan Administrator, any Member, beneficiary or other person, except that no amendment, suspension or termination shall retroactively impair or otherwise adversely affect (without consent) the rights of
any Member, beneficiary or other person to the Member’s Account under the Plan which has accrued prior to the date of such action, as determined by the Plan Administrator in its sole discretion, provided, however, that such Account shall
continue to be adjusted thereafter to reflect interest earned. 
  

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 Article 8. General Provisions 
  
 8.01 The Plan shall be binding upon and inure to the benefit of the Bank and its successors and assigns and the
Members, and their successors, assigns, designees and estates. The Plan shall also be binding upon and inure to the benefit of any successor organization succeeding to substantially all of the assets and business of the Bank, but nothing in the Plan
shall preclude the Bank from merging or consolidating into or with, or transferring all or substantially all of its assets to, another organization which assumes the Plan and all obligations of the Bank hereunder. The Bank agrees that it will make
appropriate provision for the preservation of the Members’ rights under the Plan in any agreement or plan which it may enter into to effect any merger, consolidation, reorganization, or transfer of assets. Upon such a merger, consolidation,
reorganization, or transfer of assets and assumption of Plan obligations of the Bank, the term “Bank” shall refer to such other organization and the Plan shall continue in full force and effect to the extent such successor organization has
assumed the Plan. If such successor organization does not assume the Plan, the Bank remains liable for payment of Plan benefits under this Plan. 
  
 8.02 No right or interest of a Member under the Plan may be assigned, sold, encumbered, transferred or otherwise disposed of and any attempted
disposition of such right or interest shall be null and void. 
  
 8.03 If the Plan Administrator shall find that any person to whom any amount is or was payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment, or any part
thereof, due to such person or his estate (unless a prior claim thereof has been made by a duly appointed legal representative), may, if the Plan Administrator is so inclined, be paid to such person’s spouse, adult child or other relative, an
institution maintaining or having custody of such person, or any other person deemed by the Plan Administrator to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be in complete discharge of the
liability of the Plan and the Bank thereof. 
  
 8.04 The
unpaid balance of any Account maintained pursuant to this Plan is an unsecured, general obligation of the Bank. All amounts deferred hereunder remain the unrestricted assets of the Bank. Any assets purchased shall remain the sole property of the
Bank subject to the claims of its general creditors and shall be available for the Bank’s use for whatever purpose desired. No participant hereunder shall have any right other than the unsecured promise of the Bank to pay deferred
Director’s Fees in the future. No Member has ownership rights with respect to any asset of the Bank by reason of his or her participation in this Plan. A Member will receive a statement of his Account twice each year. 
  
 8.05 All elections, designations, requests, notices, instructions, and
other communications from a Member, beneficiary or other person to the Plan Administrator required or permitted under the Plan shall be in such form as is prescribed from time to time by the Plan Administrator and shall be mailed by first-class mail
or delivered to such location as shall be specified by the Plan Administrator and shall be deemed to have been given and delivered only upon actual receipt thereof at such location. 
  

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 8.06 The Plan Administrator shall not be personally liable by reason of any instrument executed by
him or on his behalf, or action taken by him, in his capacity as Plan Administrator nor for any mistake of judgment made in good faith, unless due to the Plan Administrator’s fraud, bad faith or willful misconduct. The Bank shall indemnify and
hold harmless the Plan Administrator and each employee, officer or director of the Bank, to whom any duty, power, function or action in respect of the Plan may be delegated or assigned, against any cost or expense (including fees of legal counsel)
and liability (including any sum paid in settlement of a claim or legal action with the approval of the Bank) arising out of anything done or omitted to be done in connection with the Plan, unless arising out of such person’s gross negligence,
fraud, bad faith or willful misconduct. 
  
 8.07 As used in
the Plan, the masculine gender shall be deemed to refer to the feminine, and the singular person shall be deemed to refer to the plural, wherever appropriate. 
  

8.08 The captions preceding the section of the Plan have been inserted solely as a matter of convenience and shall not in any manner define or
limit the scope or intent of any provisions of the Plan. 
  
 8.09 The Plan shall be construed, administered and enforced according to the laws of the State of Washington in effect from time to time. Venue shall also be in the State of Washington. 
  
 This amended and restated Deferred Compensation Plan for the Board of
Directors has been duly executed by the Bank’s authorized representative this 11th day of July, 2004, to be effective as of January 1, 2004. 
  

			
	FEDERAL HOME LOAN BANK OF SEATTLE
		
	 By:
	 	 /s/ Michael P. Radway


	 	 	Chairman of the Board of Directors


  

	
	Attest:
	
	 /s/ Jane P. Ramsay


	Corporate Secretary

  

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