Retirement Fund Benefit Equalization Plan



 Exhibit 10.11 
  
 FEDERAL HOME LOAN BANK OF SEATTLE 
  
 RETIREMENT FUND BENEFIT EQUALIZATION PLAN 
  
 Effective as of 
 November 23, 1991 

 
 Revised July 1, 1994 









 RETIREMENT FUND BENEFIT EQUALIZATION PLAN 
  
 INTRODUCTION 
  
 The amendment and restatement of this Retirement Fund Benefit Equalization Plan has been authorized by the Board of Directors of the Federal Home Loan Bank of Seattle
(the “Employer”) solely for the purpose of providing benefits to certain employees selected by the Employer, which benefits would have been payable under the Regulations governing the Comprehensive Retirement Program of the Financial
Institutions Retirement Fund, as they may be from time to time amended and as adopted by the Employer, but for the limitations placed on benefits for such employee by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto (“Code”). 
  
 This Plan is
intended both to provide benefits in excess of the limitations on benefits imposed by the Code and to provide certain other supplemental benefits for eligible employees whose benefits payable under this Plan shall be paid solely from the general
assets of the Employer and/or a grantor trust established by the Employer to pay such benefits. No benefits under this Plan shall be payable from the assets of the Financial Institutions Retirement Funds. 
  

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 Article 1. Definitions 
  
 When used in the Plan, the following terms shall have the following meanings: 
  
 1.01 “Actuary” means the independent consulting actuary retained by the Employer to assist the Committee in its
administration of the Plan. 
  
 1.02 “Employer” 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 of the Plan. 
  
 1.04 “Board of Directors” means the Board of Directors of the
Employer. 
  
 1.05 “Committee” means the Retirement Fund
Benefit Equalization Plan Committee appointed by the Board of Directors to administer the Plan. 
  
 1.06 “Effective Date” means November 23, 1991. 
  
 1.07 “Fund” means the Financial Institutions Retirement Fund, a qualified and tax-exempt pension plan and trust under Sections 401(a) and 501(a)
of the Code. 
  
 1.08 “Code” means the Internal Revenue
Code of 1986, as amended from time to time, or any successor thereto. 
  
 1.09 “Member” means a Highly-Compensated Employee of the Employer as that term is defined in the Retirement Plan who has been selected to be a Member by the Board of Directors. 
  
 1.10 “Plan” means Federal Home Loan Bank of Seattle Retirement Fund
Benefit Equalization Plan, as set forth herein and as amended from time to time, plus any administrative rules adopted by the Committee. 
  
 1.11 “Regulations” means the Regulations governing the Comprehensive Retirement Program of the Fund as from time to time amended, and as adopted
by the Employer. 
  

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 Article 2. Membership 
  
 2.01 Each employee of the Employer who is selected as a Member in this Plan and who is included in the membership of the
Fund shall be enrolled as a Member of the Plan on the date he is selected as a Member by the Board of Directors. 
  
 2.02 If the Member is no longer entitled to participate in the Fund, his membership in the Plan shall terminate on such date. 
  
 2.03 A benefit shall be payable under the Plan to or on account of a Member
only upon the Member’s retirement, death or other termination of employment with the Employer. 
  

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 Article 3. Amount and Payment of Benefits 
  
 3.01 The amount, if any, of the annual benefit payable to or on account of a Member pursuant to the Plan shall equal the
excess of (i) over (ii), as determined by the Committee, where: 
  
 (i) is the annual benefit (as calculated by the Fund on the basis of the form of Payment elected under the Regulations by the Member) that would otherwise be payable to or on account of the Member by the Fund under
the Regulations if the provisions of the Regulations were administered without regard to the limitations imposed by Sections 401(a)(17) and 415 of the Code and on the basis of salary unreduced by elective contributions under the Employer’s
Thrift Plan Benefit Equalization Plan; and 
  
 (ii) is the annual benefit (as calculated by the Fund on the basis of the form of payment elected under the Regulations by the Member) that is payable to or on account of the Member by the Fund under the Regulations after giving effect to
any reduction of such benefit required by the limitations imposed by Sections 401(a)(17) and 415 of the Code. 
  
 For the purposes of this Section 3.01, “annual benefit” includes any “Active Service Death Benefit”, “Retirement Adjustment Payment”, “Annual Increment” and “Single
Purchase Fixed Percentage Adjustment” which the Employer elected to provide its employees under the Regulations. 
  
 3.02 Unless the Member elects an optional form of payment under the Plan pursuant to Section 3.03 below, the annual benefit, if any, payable to or on
account of the Member under Section 3.01 above, shall be converted by the Actuary and shall be payable to or on account of Member in the “Regular Form” of payment, utilizing for that purpose the same actuarial factors and assumptions then
used by the Fund to determine actuarial equivalence under the Regulations. For purposes of the Plan the “Regular Form” of payment means an annual benefit payable for the Member’s lifetime and the death benefit described in Section
3.04 below. 
  
 3.03(a) A Member may, with the consent of the
Committee, irrevocably elect in writing within 60 days after retirement or termination of employment to have the annual benefit, if any, payable to or on account of the Member under Section 3.02 above, converted by the Actuary to any optional form
of payment then permitted under the Regulations. The Actuary shall utilize for the purpose of that conversion, as near as possible, the same actuarial factors and assumptions then used by the Fund to determine actuarial equivalence under the
Regulations. 
  
 (b) If a Member had elected an optional form of
payment under this Section 3.03 and dies after the date his benefit payments under the Plan had commenced, the only death benefit, if any, payable under the Plan in respect of said Member shall be the amount, if any, 

  

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payable under the optional form of payment which the Member had elected under the Plan. If a Member had elected an optional form of payment under this
Section 3.03 and dies before the date his benefit payments under the Plan commence, the election of an optional form of benefit shall be inoperative. 
  
 (c) An irrevocable election of an optional form of payment under this Section 3.03 may be made only on a form prescribed by the Committee and filed by the
Member with the Committee within 60 days after retirement or termination of employment as provided under Section 3.03(a) above. 
  
 3.04 Upon the death of a Member who had not elected an optional form of payment under Section 3.03 above, or who died before his benefit payments under
the Plan commenced, a death benefit shall be paid to the Member’s beneficiary in a lump sum equal to the excess, if any, of (i) over (ii), where 
  
 (i) is an amount equal to 12 times the annual benefit, if any, payable under Section 3.02 above, and 
  
 (ii) is the sum of the benefit payments, if any, which the
Member had received under the Plan. 
  
 3.05 If a Member is
restored to employment with the Employer after payment of his benefit under the Plan has commenced, all payments under the Plan shall thereupon be discontinued. Upon the Member’s subsequent retirement or termination of employment with the
Employer, his benefit under the Plan shall be recomputed in accordance with Sections 3.01, 3.02, 3.03 and 3.04, but shall be reduced by the actuarial equivalent value of the amount of any benefit paid by the Plan in respect of his previous
retirement or termination of employment, and such reduced benefit shall be paid to the Member in accordance with the provisions of the Plan. For purposes of this Section 3.05, the actuarial equivalent value to the benefit paid in respect of a
Member’s previous retirement or termination of employment shall be determined by the Actuary utilizing for that purpose the same actuarial factors and assumptions then used by the Fund to determine actuarial equivalence under the Regulations.

  

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 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 Employer, notwithstanding that the Employer, 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 beneficiary. No benefit whatever provided by the Plan shall be payable from the assets of the Fund. No Member shall have any right, title or interest whatever in or any investments which the Employer may make or
any specific assets which the Employer may reserve to aid it in meeting its obligations under the Plan. 
  
 4.02 Should the Employer choose to establish a bookkeeping reserve or a grantor trust, the amount of the reserve or the funding of the trust may be based
upon actuarially determined amounts reflecting the benefit payable, and funding of any grantor trust shall be subject to approval by the Board of Directors and the Federal Housing Finance Board. 
  
 4.03 Subject to Section 3.04, all Plan benefit payments shall commence on the
first day of the month next following the Member’s retirement date under the Regulations, except that no benefit shall be paid prior to the date benefits under the Plan can be definitely determined by the Committee. 
  

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 Article 5. Designation of Beneficiaries 
  
 5.01 The beneficiary who shall be entitled to receive the amount, if any, payable under the Plan upon a Member’s death
shall be the same as the Member has chosen for the Fund. 
  
 5.02
If no such 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
amount, if any, payable under the Plan upon the Member’s death. If the Committee is in doubt as to the right of any person to receive such amount, the Committee 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 Employer therefor. 
  

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 Article 6. Administration of the Plan 
  
 6.01 The Board of Directors has delegated to the Committee, subject to those powers which the Board has reserved as
described in Article 7 below, general authority over and responsibility for the ministerial administration of the Plan. The Committee shall, subject to the review and approval of the Human Resources Committee of the Board of Directors, interpret and
construe the Plan, make all determinations considered necessary or advisable for the administration of the Plan and the calculations of the amount of benefits payable thereunder, and review claims for benefits under the Plan. The Human Resources
Committee of the Board of Directors’ interpretations and constructions of the Plan and its decisions or actions thereunder shall be binding and conclusive on all persons for all purposes. 
  
 6.02 If the Committee deems it advisable, it shall arrange for the engagement
of the Actuary, and legal counsel and certified public accountants (who may be counsel or accountants for the Employer), and other consultants, and make use of agents and clerical or other personnel, for purposes of the Plan. The Committee may rely
upon the written opinions of such Actuary, counsel, accountants, and consultants, and upon any information supplied by the Fund for purposes of Section 3.01 of the Plan, and delegate to any agent or to any subcommittee or Committee member its
authority to perform any act hereunder, including without limitations those matters involving the exercise of discretion; provided, however, that such delegations shall be subject to revocations at any time at the discretion of the Committee. The
Committee shall report to the Human Resources Committee of 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 Committee shall consist of at least three individuals, each of whom shall be appointed by, shall remain in office
at the will of, and may be removed, with or without cause, by the Board of Directors. No Committee member shall be entitled to act on or decide any matters relating solely to such member or any of his rights or benefits under the Plan. Any Committee
member may resign at any time. A Committee member 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 Committee or any member thereof in any jurisdiction. 
  
 6.04 The Committee shall elect or designate its own Chairman, establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of all meetings. Any action of the Committee may be taken upon the
affirmative vote of a majority of the members at a meeting or, at the direction of its Chairman, without a meeting by mail or telephone, provided that all of the Committee members are informed in writing of the vote. 
  
 6.05 All claims for benefits under the Plan shall be submitted in writing to
the Chairman of the Committee. The Committee will present its determination regarding all claims to the Human Resources Committee of the Board of Directors for approval. Written notice of the decision on each such claim shall be furnished with
reasonable promptness to the Member or his beneficiary (the “claimant”). The claimant may request a review by the Human Resources Committee of the Board of Directors of any decision denying the claim in whole or 

  

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in part. Such request shall be made in writing and filed with the Human Resources Committee of the Board of Directors within 30 days of such denial. A
request for review shall contain all additional information which the claimant wishes the Human Resources Committee of the Board of Directors to consider. The Human Resources Committee of the Board of Directors 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 the Human Resources Committee of the Board of Directors 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 Committee and the Human Resources Committee of the Board of Directors in its administration of the Plan shall be paid by the Employer. 
  

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 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
Committee, 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 benefits
under the Plan which have accrued prior to the date of such action, as such accrued benefits are determined by the Committee. 
  

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 Article 8. General Provisions 
  
 8.01 The Plan shall be binding upon and inure to the benefit of the Employer and its successors and assigns and the Members,
and the successors, assigns, designees and estates of the Members. 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 Employer, but nothing in
the Plan shall preclude the Employer 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 obligation of the Employer hereunder. The Employer 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 Employer, the term “Employer” 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 Employer remains liable for payment of Plan benefits under this Plan. 
  
 8.02 Neither the Plan nor any action taken thereunder shall be construed as giving to a Member the right to be retained in
the employ of the Employer or as affecting the right of the Employer to dismiss any Member from its employ. 
  
 8.03 The Employer shall withhold or cause to be withheld from all benefits payable under the Plan all federal, state, local or other taxes required by
applicable law to be withheld with respect to such payments. 
  
 8.04 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. 
  
 8.05 If the Committee 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 therefor, due to such person or his estate (unless a prior claim therefor has been made by a duly
appointed legal representative), may, if the Committee 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 Committee 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 Employer therefor. 
  
 8.06 The unpaid balance of any account maintained pursuant to this Plan is an unsecured, general obligation of the Employer.
All amounts deferred hereunder remain the unrestricted assets of the Employer. Any assets purchased shall remain the sole property of the Employer subject to the claims of its general creditors and shall be available for the Employer’s use for
whatever purpose desired. No Participant hereunder shall have any right other than the unsecured promise of the Employer to pay deferred Compensation in the future. No Participant has ownership rights with respect to any asset of the Employer by
reason of his or her participation in this Plan. 
  

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 8.07 All elections, designations, requests, notices, instructions, and other communications from a
Member, beneficiary or other person to the Committee required or permitted under the Plan shall be in such form as is prescribed from time to time by the Committee and shall be mailed by first-class mail or delivered to such location as shall be
specified by the Committee and shall be deemed to have been given and delivered only upon actual receipt thereof at such location. 
  
 8.08 The benefits payable under the Plan shall be in addition to all other benefits provided for employees of the Employer and shall not be deemed salary
or other compensation by the Employer for the purpose of computing benefits to which any employee may be entitled under any plan or arrangement of the Employer. 
  

8.09 No Committee member shall be personally liable by reason of any instrument executed by him or on his behalf, or action taken by him, in his
capacity as a Committee member nor for any mistake of judgment made in good faith, unless due to the Committee Member’s willful misconduct or gross negligence. The Employer shall indemnify and hold harmless each Committee member and each
employee, officer or director of the Employer, 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 Employer) arising out of anything done or omitted to be done in connection with the Plan, unless arising out of such person’s fraud, bad faith, willful misconduct or gross
negligence. 
  
 8.10 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. 
  
 8.11 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. 
  
 8.12 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. 
  

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 This amended and restated Retirement Fund Benefit Equalization Plan has been duly executed by the
Employer’s authorized representative this day of 17th day of June, 1994, to be effective as of the 1st day of
July, 1994. 
  

			
	 FEDERAL HOME LOAN BANK OF SEATTLE

	
	 Stephen M. Studdert

		
	By:	 	/s/    STEPHEN M. STUDDERT
        
	 	 	Chairman of the Board of Directors


  

	
	 Attest:

	
	  
	Corporate Secretary

  

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 AMENDMENT TO THE 
 FEDERAL HOME LOAN BANK OF SEATTLE 
 RETIREMENT FUND BENEFIT EQUALIZATION PLAN 
  
 The Federal Home Loan Bank of Seattle Retirement Fund Benefit Equalization
Plan (the “Plan”), pursuant to Article 7 of the Plan, is hereby amended in the following respect, effective November 1, 1998: 
  
 Article 3 is amended by adding thereto a new Section 3.03(d) to read as follows: 
  
 Notwithstanding any language in this Article 3 to the contrary, a Member who retires during 1999, elects a
lump sum payment from this Plan, and postpones the commencement of his vested Fund benefits until after December 31, 1999 shall receive a lump sum payment from this Plan calculated based on the assumption that the repeal of the combined benefit
limit of Code Section 415(e) will apply to increase the Member’s vested Fund benefits effective January 1, 2000 and that no other applicable Code or ERISA provision would prevent such an increase. Provided, however, that if the Employer
determines based on advice of counsel that the repeal of the combined benefit limit of Code Section 415(e) does not increase such a Member’s vested Fund benefits effective January 1, 2000 or that another applicable Code or ERISA provision
prevents such an increase, then the Member’s benefit payable from this Plan shall be increased to the amount it would have been if the repeal of Code Section 415(e) did not apply to increase the Member’s Fund benefits or another Code or
ERISA provision prevented such an increase. Any amount of such Member’s Plan benefit not paid in the initial lump sum payment shall be paid in one payment as soon as possible after such determination. The payment shall equal: (1) the total lump
sum payable under this Plan as of the initial payment determination date using the same actuarial assumptions and methods as were used to make the initial payment calculation, less (2) the actual amount of the initial payment, plus (3) interest at
the discount rate to account for the delay in payment from the initial payment to the second payment. This benefit shall be payable from the Plan even in the event of the death of the Participant between the initial payment date and the second
payment date, and shall not be subject to a new election in benefit form. 









 IN WITNESS WHEREOF, Federal Home Loan Bank of Seattle has caused this Amendment to be executed this
20th day of November 1998. 
  

					
	 FEDERAL HOME LOAN BANK OF SEATTLE

		
	By:	 	/s/    JANE RAMSAY
        
	 	 	 Its
	 	Corporate Secretary


  

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 AMENDMENT TO THE 
 FEDERAL HOME LOAN BANK OF SEATTLE 
 RETIREMENT FUND BENEFIT EQUALIZATION PLAN 
  
 The Federal Home Loan Bank of Seattle Retirement Fund Benefit Equalization
Plan (the “Plan”), pursuant to Article 7 of the Plan, is hereby amended in the following respects effective November 1, 2003: 
  
 1. The last paragraph of Section 3.01 shall be amended to add the following sentence at the end thereof: 
  
 For purposes of this Section 3.01, the annual benefit as
calculated by the Fund is determined on the basis of the definition of Salary included in the Fund’s qualified retirement plan document, which determines Salary before any salary reduction contributions to the Employer’s 401(k) Plan, to
the Employer’s Internal Revenue Code Section 125 flexible benefits plan, and to the Employer’s Internal Revenue Code Section 132(f) qualified transportation fringe benefits plan. 
  
 2. Section 7.01 is hereby amended to add the following language at the end of
Section 7.01: 
  
 Provided, however, that
effective November 1, 2003, the Board of Directors delegates amendment authority to the Committee to adopt Plan amendments which are of an administrative nature or are required or permitted under applicable law, provided that any such amendment is
reported to the Board within 21⁄2 months after the end of the Plan Year in which that amendment is adopted. 
  
 IN WITNESS WHEREOF, Federal Home Loan Bank of Seattle has caused this Amendment to be executed this 31st day of December, 2003. 
  

					
	 FEDERAL HOME LOAN BANK OF SEATTLE

		
	By:	 	/s/    NORMAN B.
RICE        
	 	 	 Its
	 	President and Chief Executive Officer