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  FEDERAL HOME LOAN BANK OF DES MOINES  SEVENTH AMENDED AND RESTATED  BENEFIT EQUALIZATION PLAN  Effective January 1, 2021  





 






FEDERAL HOME LOAN BANK OF DES MOINES  BENEFIT EQUALIZATION PLAN      TABLE OF CONTENTS  INTRODUCTION ............................................................................................................................ 2  ARTICLE I.   DEFINITIONS ........................................................................................................ 3  ARTICLE II.   MEMBERSHIP ..................................................................................................... 6  ARTICLE III.  AMOUNT AND PAYMENT OF PENSION BENEFITS ................................. 8  ARTICLE IV.  AMOUNT AND PAYMENT OF DEFERRED COMPENSATION  BENEFITS .......................................................................................................................... 15  ARTICLE V.   LEGACY BENEFITS .......................................................................................... 22  ARTICLE VI.   SOURCE OF PAYMENT .................................................................................. 25  ARTICLE VII.  DESIGNATION OF BENEFICIARIES ......................................................... 28  ARTICLE VIII.  ADMINISTRATION OF THE PLAN ........................................................... 30  ARTICLE IX.  AMENDMENT AND TERMINATION ........................................................... 32  ARTICLE X.   GENERAL PROVISIONS .................................................................................. 33  





 






1   FEDERAL HOME LOAN BANK OF DES MOINES  BENEFIT EQUALIZATION PLAN  Effective January 1, 1994, the FEDERAL HOME LOAN BANK OF DES MOINES (the “Bank”)  established a Benefit Equalization Plan (the “Plan”) for its eligible employees. The Plan was  restated on May 23, 2002, on December 11, 2003, on January 1, 2009, on July 18, 2014, and on  June 13, 2017. On June 1, 2015, the Bank merged with the Federal Home Loan Bank of Seattle  (the “Seattle Bank”). Pursuant to that merger, the Directors of the Seattle Bank became Directors  of the Bank. On June 1, 2015, the Bank adopted the Federal Loan Bank of Des Moines Deferral  Plan for Directors to continue the deferral benefits available to the Seattle and Des Moines Bank  Directors before the merger and to govern the future deferrals of all Bank Directors on and after  January 1, 2016.    The Bank is now restating its Benefit Equalization Plan to reflect its January 1, 2021, decision  to allow discretionary contributions by the Bank into this Plan. This restatement affects all Eligible  Officers as defined in Section 1.15 below and governs the benefits provided under the plan named  in clause (a) below. It governs the benefits of all participants in the plans listed in clauses (b) through  (e) below but does not change those benefits.    a. Federal Home Loan Bank of Des Moines Benefit Equalization Plan;    b. Federal Home Loan Bank of Seattle Thrift Plan Benefit Equalization Plan;    c. Federal Home Loan Bank of Seattle Retirement Fund Benefit Equalization Plan;    d. Federal Home Loan Bank of Seattle Executive Supplemental Retirement Plan;    Directors of both Banks (and former Seattle Directors) shall now participate in the    e. Federal Home Loan Bank of Des Moines Directors Deferred Compensation Plan  effective June 1, 2015.    The Participants in the three (3) Seattle Bank Plans are listed in Article VI below. If those  Participants are not currently employed by the Bank, they shall not receive any new deferred  compensation benefits pursuant to this Plan. They shall merely receive full distribution of their  Seattle Plan deferred compensation Accounts pursuant to elections previously made by or for them  during their tenure with the Seattle Bank.    Except with respect to former Participants in the Seattle Bank Plans who did not become Eligible  Officers of the Bank, this document shall supersede all previous Bank Benefit Equalization Plan  documents, and all questions regarding Plan eligibility, administration and benefits shall be decided   pursuant  to   the  provisions  of  this  document  on  and  after  its  Effective  Date.  





 






2   Notwithstanding the foregoing, any changes made in this document shall be prospective only and  shall not affect the distribution of any amount deferred prior to January 1, 2021.        INTRODUCTION    The purposes of this Benefit Equalization Plan are (a) to provide to certain employees of the Bank  the benefits which would have been payable under the Comprehensive Retirement Program of the  Financial Institutions Retirement Fund (the “Retirement Fund”), but for the limitations placed on  benefits for such employees by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986,  as amended, (b) to allow certain employees of the Bank the opportunity to defer payment of  portions of their Base Salary and annual Incentive Compensation, into this Plan which payments  could not be deferred into the Financial Institutions Thrift Plan due to the limitations imposed by  Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended, and (c) to provide  for payment of deferred compensation benefits to Participants in deferred compensation Plans  maintained by the Seattle Bank if those individuals are not currently Eligible Officers.    This Plan is intended to constitute a nonqualified unfunded deferred compensation plan for a select  group of management or highly compensated employees (a “Top Hat” plan) under Title I of the  Employee Retirement Income Security Act of 1974, as amended. All benefits payable under this  Plan shall be paid from the general assets of the Bank. Benefits payable under this Plan shall not  be payable by the Retirement Fund or its assets or by the Thrift Plan or its assets.    This Plan is intended to comply with Internal Revenue Code Section 409A and should be  interpreted and administered to comply with that Code section and all IRS guidance thereunder.  





 






3   ARTICLE I.  DEFINITIONS      1.1 “Account” means the trust or other account established and maintained under Article IV  hereunder to record the contributions made by the Member and the Bank, as well as the  increase (or decrease) in value attributable to the investment of such contributions, all as  described hereafter. A Member may also have a separate Account for the installment  payment of his Article III benefits as further provided in Section 3.02(g) below. When  used in Article VI below, “Account” means the Account previously established for a  participant in one of the deferred compensation Plans previously maintained by the Seattle  Bank.    1.2 “Actuary” means the independent consulting actuary retained by the Bank to assist the  Committee in its administration of the Plan. The Actuary may also provide actuarial  services to the Retirement Fund.    1.3 “Bank” means the Federal Home Loan Bank of Des Moines.    1.4 “Base Salary” means the annual gross salary which is payable without regard to  attainment of any corporate or individual performance goals and which is paid in regular  installments through the Bank’s payroll system.    1.5 “Beneficiary” means the beneficiary or beneficiaries designated in accordance with Article  VIII of the Plan to receive the benefit, if any, payable upon the death of a Member of the  plan.    1.6 “Board of Directors” means the Board of Directors of the Bank.    1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any  successor thereto.    1.8 “Code Limitations” means the cap on compensation taken into account by a tax-qualified  plan under Code Section 401(a)(17) and the overall limitations on contributions and benefits  imposed on qualified plans by Code Section 415, as such provisions may be amended  from time to time, or replaced by similar successor provisions of federal tax law.  





 






4   1.9 “Committee” means the committee or other entity charged with the administration of the  Plan. The Committee shall consist of the Bank’s President, CEO, Chief Financial Officer,  Chief Capital Markets Officer, Chief Business Officer, Chief Risk Officer, General  Counsel, and a Member of the Bank’s human resources staff. The Board of Directors may  change the composition of the Committee or limit the scope of the Committee’s authority  or name a different entity to administer the Plan.    1.10 “Deferral Agreement” means the written agreement under which a Member elects to  defer compensation under the Plan in accordance with the provisions of Section 4.03.  When used in Article V, “Deferral Agreement” means the written agreement under which a  Director elects to defer all or a portion of his Director Fees in accordance with the provisions  of Section 5.01.    1.11 “Director” means a sitting member of the Bank’s Board of Directors who is not an  employee of the Bank.    1.12 “Disability” means that a Member (a) is unable to engage in any substantial gainful  activity by reason of a medically determinable physical or mental impairment that can be  expected either to result in the Member’s death or to last for a continuous period of at least  twelve (12) months or (b) that a Member has received income replacement benefits for at  least three months under an accident and health plan covering Bank employees, due to a  medically determinable physical or mental impairment that can be expected to result in the  Member’s death or to last for a continuous period of at least twelve (12) months.    1.13 “Discretionary Contribution” means the amount the Bank contributes to the Plan on behalf  of a Member, pursuant to Section 4.9.    1.14 “Effective Date” means January 1, 2021, for all purposes of this Seventh Amended and  Restated Plan.    1.15 “Eligible Earnings” means the sum of Base Salary and Incentive Compensation.    1.16 “Eligible Officer” means any Bank officer provided that such officer also has annual  Eligible Earnings in excess of the limit set out in Code Section 401(a)(17).    1.17 “Incentive Compensation” means bonuses, gain sharing and other incentive  compensation payments which are dependent on the attainment of certain individual and/or  corporate goals and which are typically paid in a single payment. All references to  Members’  “Incentive  Compensation”  shall  mean  only  payments  made  to  Members  





 






5   pursuant to the Bank’s annual Incentive Compensation Plan and shall not mean payments  made to Members pursuant to the Bank’s portion of the incentive compensation deferred  from a prior plan year.    1.18 “Merger Date” means June 1, 2015.    1.19 “Member” means any person included in the membership of the Plan as provided in  Article II.    1.20 “Retirement Fund” means the Comprehensive Retirement Program of the Financial  Institutions Retirement Fund, a qualified and tax-exempt defined benefit pension plan and  trust under Sections 401(a) and 501(a) of the Code, as adopted by the Bank. The Bank  froze the accrual of Retirement Fund benefits for all participants as of December 31, 2016.    1.21 “Plan” means the Federal Home Loan Bank of Des Moines Benefit Equalization Plan, as  set forth herein or as it may be amended or restated from time to time.    1.22 “Termination of Employment” means the complete cessation of a Member’s services to  the Bank which both the Bank and the Member reasonably anticipate to be permanent. A  Member’s rehiring (on either an interim or a permanent basis) shall not indicate that the  Member’s Termination of Employment was not anticipated to be permanent if facts and  circumstances indicate that the Member’s rehiring was not anticipated at the time of his  termination.    1.23 “Thrift Plan” means the Financial Institutions Thrift Plan, a qualified and tax-exempt  defined contribution plan and trust under Sections 401(a) and 501(a) of the Code, as  adopted by the Bank.  





 






6   ARTICLE II.  MEMBERSHIP      2.1 Provided that such person was first hired by the Bank as an Executive Vice  President or higher officer before January 1, 2011 (where or not such person is  currently or has been continuously employed by the Bank), each Eligible Officer  of the Bank shall become a Member of the Plan for purposes of Article III on  January 1, 2016. Once an Eligible Officer becomes a Member of this Plan for  purposes of Article III, the Member shall continue as a Member for Article III  purposes until such time as his Article III benefits, if any, have been fully paid.  Those Members who are Members under Article III of the Plan on the Effective  Date shall continue as Members under Article III of the Plan. If an Eligible  Officer is not a participant in the Retirement Fund, the Member shall not be  eligible for any Article III benefits under this Plan. Those individuals who  participated in the Seattle Bank’s Retirement Fund Benefit Equalization Plan  and/or the Seattle Bank’s Executive Supplemental Retirement Plan shall become  Article III Members of this Plan on the Effective Date, but nothing in this Plan  shall affect their previously earned Seattle Bank benefits.    2.2 Each Eligible Officer of the Bank who is not currently participating in the Plan  shall become a Member of the Plan for purposes of Article IV on January 1, 2016.  Future Eligible Officers shall participate in the Plan on the later of (a) the date of  appointment to an officer position or (b) June 15th of the calendar year in which  the Eligible Officer’s Eligible Earnings are expected to exceed the amount set  forth in Code Section 401(a)(17) for that year. The December 31 immediately  following the date described in clause (a) or (b) of this section shall be the last day  of “Year 1” for purposes of Section 4.01 below. Once an Eligible Officer becomes  a Member of this Plan for purposes of Article IV, the Member shall continue  as a Member for Article IV purposes (whether or not the Member continues to  make deferrals pursuant to Article IV) until the date on which his Article IV  benefits, if any, have been fully paid. Those individuals who are Article IV  Members of the Plan on the Effective Date shall continue as Article IV Members  of this Plan, and nothing in this section shall affect their previously earned  Article IV membership and benefits. Those individuals who participated in the  Seattle Bank’s Thrift Plan Benefit Equalization Plan shall become Members of this  Plan on the Effective Date.  





 






7   2.3 A benefit under Article III of the Plan shall be payable only upon the Member’s  disability, death, or other Termination of Employment with the Bank. Members  who are not employees of the Bank on the Effective Date shall not receive their  benefit payments prior to the event previously designed during their participation  in the applicable Seattle Bank Plan. Benefits under Article IV shall be payable at  the time chosen by the Member (even if the Member is still serving as an Eligible  Officer) or as provided in subsections 4.03(f) or 5.03 below. For those Members  who are not employees of the Bank, benefits shall be paid in accordance with  elections previously made during the Member’s participation in the applicable  Seattle Bank Plan.  





 






8   ARTICLE III.  AMOUNT AND PAYMENT OF PENSION BENEFITS    3.1 The amount, if any of the annual pension benefit payable to or on account of a  Member (other than a Member who has never been an employee of the Bank)  shall equal the excess of (a) over (b) as determined by the Actuary, where:    (a) the annual pension benefit (as calculated by the Retirement Fund or the  Actuary on the basis of the Regular Form of payment as defined by the  Retirement Fund) that would otherwise be payable to or on account of the  Member by the Retirement Fund if its provisions were administered    (i) by ignoring the Code Limitations of Sections 401(a)(17) and 415  for each year of the Member’s participation in this Plan;    (ii) by defining “Base Salary” or “Salary” for each year of the  Member’s participation in this Plan to include both the Member’s  Base Salary and the Member’s Incentive Compensation (without  reducing either for any deferrals made pursuant to this plan or the  Thrift Plan and without increasing either by counting any portion  of the Member’s Base Salary or Incentive Compensation more  than once);    (b) is the annual pension benefit (as calculated by the Retirement Fund on the  basis of the Regular Form of payment) that is payable to or on account of  the Member under the Retirement Fund.    Although the formulation described above shall govern the computation of Article  III benefits in most cases, the Board of Directors may deviate from such  formulation in order to increase or decrease a Member’s Article III benefits. If  the Board of Directors approves a deviation which decreases a Member’s Article  III benefits, such deviation shall only apply prospectively. If the Board of Directors  approves a deviation which increases a Member’s Article III benefits, the Board  shall decide whether such deviation shall operate retroactively or prospectively and  whether there are any preconditions to the implementation of such deviation.  





 






9   For Members who have never been Eligible Employees of the Bank, their Article  III benefits shall be determined pursuant to the provisions of the applicable Seattle  Bank defined benefit deferred compensation plan on the date of their termination  of employment with the Seattle Bank.    Also for purposes of this Section 3.01, the calculation shall take full account of  the freeze on further benefit accruals adopted by the Bank on December 31, 2016  with respect to the Retirement Fund. As a result, any compensation earned by a  Plan Member on or after January 1, 2017, shall be ignored in making the  calculation. Likewise, the calculation shall ignore any enhanced active service  death benefit and any enhanced disability benefit.    3.02 (a) The Member’s Article III pension benefit shall be calculated pursuant to   Section  3.01  above  at  the  time  the  Plan  commences  payment of  the  Member’s Article III benefits.  In determining the amount payable by the  Retirement Fund pursuant to subparagraph 3.01(b), the Actuary shall use  the following assumptions if payment of the Member’s Article III pension  benefits and payment of the Member’s Retirement Fund benefits do not  begin at the same time.    (i) If the Member’s Article III pension benefits begin before the  Member’s Retirement Fund benefits begin, the Actuary shall  calculate the amount payable by using the Early Reduction Factor  appropriate to the Member’s age at the time the Article III benefits  begin and by further adjusting the benefit for any optional form of  payment chosen by the Member.    (ii) If the Member’s Article III pension benefits begin after the  Member’s Retirement Fund benefits begin, the Actuary shall  calculate the amount payable by the Retirement Fund as follows:  First, the Actuary shall calculate the Member’s annual pension  benefit under the Retirement Fund using the date on which the  Member’s Retirement Fund benefits actually commenced and  using the Regular Form of payment; then the Actuary shall bring  that benefit to age 65 by dividing the monthly benefit amount thus  obtained  by  the  Early  Reduction  Factor  appropriate   to  the  





 






10   Member’s age at the time the Member began receiving payments  from the Retirement Fund. Then if the Member does not take his  Article III pension benefits in the Regular Form, the Actuary shall  determine the equivalent actuarial value of other forms of payment  using the Early Reduction Factor appropriate to the Member’s age  at the time his Article III pension benefits begin. In calculating the  value of a lump sum payment, the Actuary shall use the Retirement  Fund’s rules for determining lump sum payments as such rules  exist on the date of the lump sum payment calculation under this  Plan and as such rules would then be applied to someone who has  attained the same age the Member has attained on the date his  Article III benefits begin.    (b) The Member’s Article III benefits may be paid in any of the optional  forms offered by the Retirement Fund or in any other form acceptable to  the Committee. The form of benefit chosen shall provide benefits of  equivalent actuarial value to the benefits calculated using the Regular  Form pursuant to Section 3.01 above. Equivalent actuarial value shall be  determined by the Actuary using the actuarial factors and assumptions  used by the Retirement Fund in calculating the Member’s payments under  the Retirement  Fund’s  optional  forms  of  benefit and  those  set  out  in  Section 3.02(a) above. If the Actuary cannot calculate the actuarial  equivalence of a proposed form of benefit, that form shall not be an  acceptable form for payment of the Member’s benefit.    (c) Each new Member shall elect the form for payment of his Article III  benefits within thirty days of the date on which the Member first becomes  an Eligible Officer. Members who were Members for Article III purposes  on the Effective Date were given the opportunity to elect a payment date  and form of payment under previous versions of the Plan. If a Member  made such an election, that election will govern the date and form of  payment of that Member’s Article III pension benefits unless it is changed  pursuant to paragraph (e) below.    If a Member  (who was a Member for Article III purposes prior to the  Effective Date of the Plan) did not make such an election, the Member’s  





 






11   Article III pension benefits will be paid in a single lump sum payment on  the later of (i) the March 15 following the calendar year containing such  Member’s Termination of Employment or (ii) the March 15 following the  calendar year containing the Member’s 55th birthday.  Notwithstanding the  foregoing, such Member may elect to postpone receipt of his Article III  benefits until a date on or after the later of (i) the March 15 following the  calendar year containing the fifth anniversary of such Member’s  Termination of Employment or (ii) the March 15 following the calendar  year containing the Member’s 60th birthday. Such election must be made  before the Member attains the age of 54. If the Member’s employment  with the Bank terminates for any reason within 12 months of the making  of this election, the election shall be disregarded, and payment of the  Member’s Article III benefits will be made on the March 15 following the  calendar year in which the Member’s termination occurs (or the March 15  following the calendar year containing the Member’s 55th birthday  if later).    (d) The election referred to in subparagraph (c) above shall set out (i) the  starting date for payment of the Member’s Article III benefits, (ii) the  form in which the benefits are to be paid and (iii) if applicable, the  frequency and/or duration of the benefit payments. The starting date may  be defined with reference to the Member’s Termination of Employment or  the Member’s attainment of a certain age. The starting date may not be  defined with reference to any event whose timing is uncertain other than  the Member’s death, Disability or Termination of Employment. Except as  provided in Section 3.03 below (dealing with Disability) and Section 3.04  below (dealing with a Member’s death), benefit payments may not begin  prior  to  the  later  of  (i) the  Member’s  Termination  of  Employment  or  (ii) the Member’s 55th birthday. Periodic non-annuitized benefit payments  shall not be made on any schedule other than monthly, quarterly or annual  payments, and they shall not extend beyond the Member’s anticipated life  expectancy (or if applicable the joint life expectancy of the Member and  the Member’s contingent annuitant under the Retirement Fund). Once a  Member’s benefit payments begin, they shall continue as originally  elected, even if the Member should return to interim or permanent  employment with the Bank.  





 






12     (e) Subject to the provisions of this paragraph, a Member’s Article III benefit  payment election may be changed at any time, and the election in effect at  the time of the Member’s separation from service shall govern the  payment of the Member’s Article III benefits. Notwithstanding the  foregoing, a Member’s benefit payments shall not commence within  twelve months of any change to the Member’s election unless the  commencement of the Member’s benefit payments is due to the Member’s  death or Disability. Nor may a Member change an election within twelve  months of the Member’s then-effective distribution commencement date.  Any election change which extends the time for commencement of a  Member’s benefit payments must extend the Member’s benefit  commencement date for at least five years, measured from the earliest  benefit commencement date in the election being superseded to the earliest  benefit commencement date in the new election. Thus, a Member who  had elected to commence benefit payments at age 65 could revoke that  election and instead elect to commence benefits at age 70 but not at any  earlier age. Finally, no election change can accelerate a Member’s receipt  of his benefits. For purposes of this subparagraph, a series of installment  payments shall be considered one payment commencing on the date of the  first installment.    (f) If the Actuary is unable to calculate the Member’s benefit payments or if  the Member has not made an election, or if the Member’s election is  ineffective for any reason, then the Member shall receive his entire Article  III pension benefit in a single lump sum payment made on the later of (i)  the March 15 following the calendar year containing the Member’s  Termination of Employment or (ii) the March 15 following the calendar  year containing the Member’s 55th birthday. If the calculation of the  Member’s benefit payment depends upon the life expectancy of a  contingent annuitant, the Member may name a new contingent annuitant at  any time before benefit payments begin. The Member may also change  from  one  life  annuity  form  to  another  life  annuity  form  as  long  as  (i) ) payments of the Member’s benefits have not yet started, (ii) the annuity  forms are actuarially equivalent, and (iii) the change does not  cause a  change in the starting date of the Member’s annuity payments.  





 






13     (g) If a Member elects an installment payment of his Article III benefits, the  installment payments shall be calculated as follows. First, the Committee  shall direct the Actuary to calculate the Member’s lump sum payment  amount pursuant to Sections 3.02(a) and 3.02(b) above. Then the Plan  shall deposit the lump sum amount thus calculated into a separate Article  III Account for the Member. Such account shall be administered pursuant  to Section 5.03 below. The Plan shall then calculate and make the first  Article III installment payment by dividing the Member’s lump sum  amount by the number of monthly, quarterly or annual installment  payments elected by the Member. At the first month (for a Member  electing monthly installment payments), third month (for a Member  electing quarterly installment payments), or one year (for a Member  electing annual payments) anniversary of that first payment, the Plan shall  revalue the Account (as further set out in Section 604(a) below) and then  calculate and make the second installment payment by dividing the  amount then comprising the Member’s Article III Account by the number  of installment payments then remaining. This process shall continue until  all installments have been paid or until the Member’s earlier death or  Disability when payment shall be made pursuant to Section 3.03 or 3.04  below as appropriate.    3.3 If a Member suffers a Disability prior to the time his Article III pension benefits  become payable or during the installment payout of the Member’s Article III  benefits, the Member shall receive his entire Article III pension benefit (or the  entire amount then comprising the Member’s Article III account as further set out  in Section 3.02(g) above) in a single lump sum payment made on March 15 of the  year following the calendar year in which the Member suffers the Disability. The  provisions of this section shall override any election by the Member or any  contrary provision contained in this Article.    3.4 If a Member dies after having elected an annuity form for payment of his plan  benefits, the only death benefit payable in respect of said Member shall be the  amount, if any, payable under the form of payment which the Member elected. If  a Member dies prior to electing a form for payment of his benefits, (or prior to  receipt  of  a  lump  sum  benefit  elected  pursuant  to  Section  3.02  above)  the  





 






14   Member’s Beneficiary shall receive a death benefit equal to the greater of (a) the  lump sum benefit which would have been payable had the Member so elected or  (b) the excess of (i) the lump sum Retirement Death Benefit which would be  payable under the Retirement Fund if the deceased Member was eligible for such  benefit and if the Retirement fund were administered as provided in subsections  3.01(a)(i) and 3.01(a)(ii) above over (ii) the lump sum Retirement Death Benefit  payable under the Retirement Fund. Such payment shall be made on March 15 of  the year following the year of the Member’s death. If a Member dies after having  elected an installment payment of his Article III benefits, the Bank shall pay out  the entire amount then comprising the Member’s Article III account (as further  provided in Section 3.02(g) above) in a lump sum payment on March 15 of the  year following the year of the Member’s death.    3.5 Notwithstanding any other provision of this Plan, if, on the date payment under  the Plan would otherwise commence, the form of payment selected by the Member  is the actuarial equivalent of a lump sum payment less than or equal to the amount  then in effect under Code Section 402(g)(1)(B), the Plan shall pay the Member’s  entire benefit in the form of a lump sum on the date on which the Member’s  payment is scheduled to commence.    3.6 Notwithstanding any previous provision of this Article III, no Eligible Officer  shall be entitled to benefits of any kind under this Article III if the Officer has  never participated or been eligible to participate in the Retirement Fund.  Employees hired by the Bank on or after January 1, 2011 are not eligible to  participate in the Retirement Fund. Participants in the Seattle Bank’s Retirement  Fund Benefit Equalization Plan and the Seattle Bank’s Executive Supplemental  Retirement Plan shall receive the benefits due them under those Plans in  accordance with the elections made under one or both of those Plans and the  provisions of those Plans on the date of each such Participant’s termination of  employment with the Seattle Bank. Such participants shall not receive any  additional benefits under this Plan.  





 






15   ARTICLE IV.  AMOUNT AND PAYMENT OF DEFERRED COMPENSATION  BENEFITS    4.1 At the end of each calendar year (referred to herein as Year 1), each Member may  elect to defer a percentage of his Base Salary for the next calendar year (referred  to herein as Year 2) pursuant to the procedure set forth in Section 4.03 below.  Such deferrals must be made in whole percentages. If a Member so elects, his  Base Salary earned during Year 2 shall be reduced in accordance with his deferral  election. The Bank shall effectuate the Member’s deferral ratably throughout  Year 2 in accordance with its usual payroll practices. The Bank shall contribute  the deferral amounts to the Participant’s Account where they shall remain until  the Account is paid to the Member or his beneficiary as provided in this Article.  Deferral elections made pursuant to this Section 4.01 shall be independent of, and  shall be effectuated concurrently with, the Member’s elections, if any, under the  Financial Institutions Thrift Plan. The making or not making of deferral elections  under this Plan shall have no effect on the Member’s participation in the Financial  Institutions Thrift Plan, and participation or non-participation in the Financial  Institutions Thrift Plan shall have no effect on the Member’s participation in this  Plan.    4.2 At the end of Year 1, each Member may elect to defer a percentage of his annual  Incentive Compensation earned during Year 2 and payable during Year 3  pursuant to the procedure set forth in Section 4.03 below. Such deferrals must be  made in whole percentages. If a Member so elects, his annual Incentive  Compensation earned during Year 2 and payable during Year 3 shall be reduced  in accordance with his deferral election. The percentage of annual Incentive  Compensation deferred pursuant to this section need not be identical to the  deferral percentage of Base Salary chosen by the Member pursuant to Section  4.01 above. The Member must make the annual Incentive Compensation deferral  election on or before December 31 of Year 1 for annual Incentive Compensation  earned during Year 2 and payable in Year 3. The Bank shall contribute the annual  Incentive Compensation thus deferred to the Participant’s Account where it shall  remain until the Account is paid to the Member or his beneficiary as provided in  this Article.  





 






16   4.3 A Member’s election under Sections 4.01 and 4.02 shall be made in accordance  with the following provisions:    (a) The Plan shall provide each Member with a Deferral Agreement at least  30 days prior to the commencement of each year. All year-end Deferral  Agreements shall provide for separate elections with respect to Base Salary  deferrals under Section 4.01 and annual Incentive Compensation deferrals  under Section 4.02. If a Member (or an Eligible Officer does not make a  timely written deferral election with respect to either or both of Base  Salary or annual Incentive Compensation,  the Member shall be deemed to  have elected to defer zero dollars ($0) and zero percent (0%) until the  Plan year in which the Member again makes a valid deferral election.  Except as provided in paragraph (b) below, a timely election must be  made on or before the last day of the calendar year preceding the calendar  year in which Base Pay or annual Incentive Compensation is earned.  Annual Incentive Compensation is earned during the calendar year  preceding the year in which it is paid.    (b) Notwithstanding the above, if an Eligible Officer first becomes eligible to  participate in this Plan in a month other than December, the Officer shall  be entitled to execute a mid-year Deferral Agreement within 30 days of  the date the Officer becomes eligible to participate. That mid-year Deferral  Agreement shall apply only to Base Salary earned by the Member on or  after the date such Deferral Agreement is submitted. If that mid- year  agreement is submitted on or after July 1, it shall not affect or defer the  Member’s annual Incentive Compensation earned during Year 1 (and paid  during the following year). If that mid-year Deferral Agreement is  submitted on or before June 30 (and if the Member has been continuously  employed by the Bank since January 1 of the year in which the mid-year  Deferral Agreement is submitted), it shall apply to annual Incentive  Compensation earned during the year in which the mid-year agreement is  submitted (and paid during the following year).    Notwithstanding the foregoing, if the Eligible Officer is a new employee  of the Bank who has not yet performed any services for which  annual  Incentive  Compensation  may  be  payable,  the  Member  may  make  a  





 






17   deferral election for both Base Salary and annual Incentive Compensation  within 30 days of the date on which the Member becomes eligible to  participate pursuant to Section 2.02 above. However, that election cannot  defer any Base Salary or annual Incentive Compensation attributable to  the portion of the calendar year beginning on the date on which the Member  commenced employment with the Bank and ending on the date the  Member submits his written deferral election.    (c) An Eligible Officer’s elections in his Deferral Agreement shall be  irrevocable as of the last day of the calendar year in which the Deferral  Agreement is submitted to the Bank. Those Seattle Bank employees who  made elections under the Seattle Bank’s Thrift Plan Benefit Equalization  Plan shall not be entitled to make any elections under this Plan for the  2015 Plan year, even if they became employees of the Bank in 2015.    (d) All deferral elections shall be expressed as whole percentages. No Member  may elect to defer less than two percent of his Base Salary or annual  Incentive Compensation, and no Member may elect to defer more than  one hundred percent of his Base Salary or annual Incentive  Compensation.    (e) The Deferral Agreement shall also allow the Member to elect the form of  payment for his Article IV benefits. The Member must elect the same  payment form for Base Salary deferrals and annual Incentive  Compensation deferrals. The Member’s election shall set out (i) the  starting date for payment of the Member’s Article IV benefits, (ii) whether  benefits are to be paid in a lump sum or in annual installments and (iii) the  frequency or duration of any installment payments. The starting date may  be defined with reference to the Member’s Termination of Employment  with the Bank or the Member’s attainment of a certain age. The starting  date may not be defined with reference to any event whose timing is  uncertain other than the Member’s death, Disability or Termination of  Employment. If a Member fails to elect a form and time for payment of  his Article IV benefit payments, the Member shall receive all of his Article  IV benefits in a lump sum payment on the March 15 of the year following  the year containing the Member’s Termination of Employment.  





 






18     Any installment payments shall not extend over a period longer than ten  years, and must be made annually. If the Member’s Account contains less  than the amount in effect under Code Section 402(g)(1)(B) on the date of  the Member’s Termination of Employment, then the Member’s payment  election shall be disregarded, and the Member’s Article IV benefits shall  be paid in a single lump sum payment on March 15 of the year following  the year containing the Member’s Termination of Employment.    (f) If a Member dies or suffers a Disability either prior to the  time  his Article  IV benefits become payable or while his Article IV benefits are being  paid in installments, the Member (or his Beneficiary) shall receive his  entire Article IV Account in a single lump sum payment made on  March 15 of the year following the year in which the Member dies or  suffers the Disability. The provisions of this section shall override any  election by the Member.    (g) Members who were Members for Article IV purposes before the Effective  Date were given the opportunity to make deferral elections and to elect a  payment date and a form of payment under prior versions of this Plan. If a  Member made such payment elections, those elections will govern the  date and form of payment of his Article IV benefits. If a Member (who  was a Member for Article IV purposes before the Effective Date) made  one or more deferral elections but did not make such a payment election,  the Member’s Article IV benefits will be paid in a single lump sum  payment on March 15 of the year following the year containing the  Member’s Termination of Employment. Once a Member has elected a  date and form for payment of his Article IV benefits, such election shall  govern the payment of all Article IV deferrals made by the Member unless  the election is changed by the Member in a subsequent Deferral  Agreement. Any subsequent Deferral Agreement shall govern all of the  Member’s Article IV benefits, and shall be subject to the requirements set  out in Section 4.04 below.    4.4 A subsequent Deferral Agreement can also change the automatic payment timing  set out in this paragraph (lump sum payment on March 15 of the year following  the year containing the Member’s Termination of Employment) for Members who  





 






19   have not made payment elections. However, such subsequent  Deferral Agreement  must extend the commencement of the Member’s benefit payments to a date on  or after March 15 of the year following the year containing the fifth anniversary  of the Member’s Termination of Employment. If a Member’s Termination of  Employment occurs within twelve months of the subsequent Deferral Election  described herein, the subsequent Deferral Election shall be disregarded, and  the Member’s Article IV benefit payments shall commence on March 15 of the  year following the year containing the Member’s Termination of Employment.    A Member’s Article IV benefit payments shall not commence within twelve  months of any subsequent Deferral Agreement unless the Member dies or suffers  a Disability. Nor may a Member execute a subsequent Deferral Agreement  within twelve months of the Member’s then-effective distribution commencement  date. In addition, any subsequent Deferral Agreement which extends the time for  commencement of a Member’s Article IV benefit payments must extend the  Member’s benefit commencement date for at least five years, measured from the  benefit commencement date in the election being superseded to the benefit  commencement date in the new election. Thus, a Member who had elected to  commence Article IV benefit payments at age 65 could revoke that election and  instead elect to commence Article IV benefits at age 70 but not at any earlier age.  Finally, no election change can accelerate a Member’s receipt of his Article IV  benefits. For purposes of this paragraph, a series of installment payments shall be  considered one payment commencing on the date of the first installment.    Notwithstanding the foregoing, Participants in the Seattle Bank’s Thrift Plan  Benefit Equalization Plan shall receive the benefits due them under that Plan in  accordance with the elections made under that Plan and the provisions of that Plan  on the date of each such Participant’s termination of employment with the Seattle  Bank. Any such  Participant may avail himself of the opportunity to make a  subsequent Deferral Agreement pursuant to paragraph (g) of Section 4.03 above.    For each elective contribution addition credited to a Member’s Account under  Section 4.01, such Member shall also be credited with a matching contribution  under this Plan in the percentage set forth in Section 4.05 below. For each  Incentive  Compensation  contribution  credited to  a  Member’s  Account  under  





 






20   Section 4.02, such Member shall also be credited with a matching contribution  under this Plan in the percentage set forth in Section 4.05 below.    4.5 The Bank shall make a  matching contribution equal  to one hundred  percent  (100%) of the amount deferred by the Member, regardless of whether such  deferrals are deferrals of Base Salary or deferrals of annual Incentive  Compensation. Notwithstanding the foregoing, the Bank’s matching contribution  shall not exceed six percent (6%) of the Member’s Base Salary (if the Member  has deferred six percent or more of his Base Salary) and/or six percent (6%) of the  Member’s annual Incentive Compensation (if the Member has deferred six  percent or more of his annual Incentive Compensation).    4.6 The Plan shall maintain an Article IV Account for each Eligible Officer who is a  Member by reason of amounts credited under Sections 4.01, 4.02, and 4.05. Such  amounts shall be credited to the Member’s Account as soon as practical after the  date that the deferred compensation would otherwise have been paid to the  Member. Such Account shall be further administered as provided in Section 5.03  below.    4.7 If a Member has elected an installment payment of his Article IV Accounts, the  installment payments shall be made as follows. On the date of the first  installment payment, the Plan shall divide the Member’s Article IV Account by  the number of annual installment payments elected by the Member. On each  yearly anniversary of that first payment, the Plan shall determine the next  installment payment amount by revaluing the Member’s Article IV Account as  provided in Section 5.03 below and dividing the revalued Account by the number  of installment payments then remaining. This process shall continue, subject to  Section 4.03(f) above, until the Member’s entire Article IV Account has been paid  out or until the Member’s death or Disability, if earlier, as provided in subsection  4.03(f). Once a Member’s installment benefit payments begin, they shall continue  as originally elected, even if the Member should return to interim or permanent  employment with the Bank.    4.8 Notwithstanding any other provision of this Plan, if, on the date the Member is  scheduled  to  begin  the  installment  payout  of  his  Article IV  Account),  such  





 






21   Account is less than or equal to the amount then in effect under Code Section  402(g)(1)(B), the Plan shall pay the Member’s entire Article IV Account in a  lump sum payment on that date.    4.9 In addition to the benefits described above, the Committee may, but need not, make  a Discretionary Contribution to the Plan on behalf of a Member in such amount as the Bank  shall determine in its sole discretion.  Any Discretionary Contribution shall be credited to the  Member’s Account.  The Bank is under no obligation to make a Discretionary Contribution  for a Plan Year.  Discretionary Contributions need not be uniform among Members and are  not subject to a matching contribution under Section 4.5.  Members shall be fully vested at  all times in any Discretionary Contributions. 





 






22           5.01 ARTICLE V. LEGACY BENEFITS        5.1 At the time the Seattle Bank merged with and into the Bank, the Seattle Bank  maintained the three (3) non-qualified deferred compensation Plans named in the  opening paragraph of this document as well as the Federal Home Loan Bank of  Seattle Directors Deferred Compensation Plan. Those three (3) Plans are the  “Legacy Plans.” All of the Legacy Plans had Participants on the date of the  merger because each of them had (and continue to have as of the Effective Date)  outstanding obligations to pay benefits to former Seattle Bank employees. None  of the Legacy Plans is providing any additional benefits to its Participants on or  after the Effective Date of this Plan. Thus, the Accounts of the Legacy Plan  Participants will accrue future earning but no future benefits.    5.2 All Legacy Plan assets will be transferred to the Bank, along with all Legacy Plan  obligations. Upon that transfer of assets and liabilities, the Bank will assume the  obligations of the Legacy Plans as of the date on which the transfer occurs.    5.3 All Participant elections made in the administration of the Legacy Plans will  continue in force after the transfer of assets and liabilities from the Legacy Plans  to the Bank. Thereafter, Legacy Plan Participants may change their elections only  as provided in the portions of Sections 3.02 and 4.04 above dealing with  subsequent elections. Any election change must follow the guidelines set out in  Sections 3.02 and 4.04.    5.4 From and after the date on which the Legacy Plan assets and liabilities are  transferred to the Bank, the provisions of Section 5.01 and 5.02 below shall  govern the crediting of earnings to the Legacy Plan Participant’s Accounts. No  Legacy Plan Participant shall have any claim based on the earnings provisions and  benchmarks of the Legacy Plans.    5.5 No Legacy Plan Participant shall have a claim against the Bank (or its agents,  employees, and other involved in the administration of the Legacy Plans) for any  action or inaction taken or omitted by the administrators of the Legacy Plans.  





 






23     5.6 The Participants in the Legacy Plans as of the Effective Date are as follows:    (a) The Participants in the Federal Home Loan Bank of Seattle Retirement  Fund Benefit Equalization Plan and their employment statuses are:    (i) Michael Wilson (active)  (ii) Neille LeCorgne (terminated)  (iii) )     N. Reie (terminated)  (iv) Mark Szcezpaniak (terminated)    This Legacy Plan is a defined benefit plan. Therefore, the benefits due the  Participants will be calculated upon their initial payment dates. Benefits  accrued as of the date of each Participant’s termination of employment  with the Seattle Bank (or, if later, as of the Effective Date of this Plan)  will be calculated pursuant to the terms of this Legacy Plan and the terms  governing the Seattle Bank’s participation in the Retirement Fund before  the date of each Participant’s termination of employment with the Seattle  Bank (or, if later, as of the Effective Date of this Plan). Participants who  are “active employees” of the Bank after the Merger Date will also accrue  benefits under Article III of this Benefit Equalization Plan.    (b) The Participants in the Federal Home Loan Bank of Seattle Thrift Plan  Benefit Equalization Plan and their employment statuses are:    (i) Michael Wilson (active)  (ii) Michael Brandeberry (terminated)  (iii) )     James Gilleran (terminated)    The two “terminated” employees will continue to receive benefits under  this Legacy Plan, plus, if applicable post-Merger, earnings calculated  pursuant to Section 6.01 below. They will not receive any additional  benefits pursuant to Article IV of this Benefit Equalization Plan. The  “active” employee shall also receive benefits under this Legacy Plan, plus,  if applicable, post-Effective Date earnings calculated pursuant to Section  6.01 below. In addition, the “active” employee shall accrue benefits under  this  Plan  on and  after  the  Effective  Date. Such  benefits  shall  be  in  





 






24   addition to the pre-Effective Date benefits earned by the active employee  while the employee was previously an Eligible Employee of the Bank.    (c) The Participants in  the Federal Home Loan Bank of Seattle Executive  Supplemental Retirement Plan and their employment statuses are:    (i) Michael Brandeberry (terminated)  (ii) Michael Oberholtzer (terminated)  (iii) Terry Prether (terminated)  (iv) John Stewart (terminated)    This Legacy Plan is a defined benefit plan. Therefore, the benefits due the  Participants will be calculated upon their initial payment dates. Benefits  accrued before the later of the date of the Participant’s termination of  employment with the Seattle Bank or the Effective Date of this Plan will  be calculated pursuant to the terms of this Legacy Plan and the terms  governing the Seattle Bank’s participation in the Retirement Fund before  the later of the date of the Participant’s termination of employment with  the Seattle Bank or the Effective Date of this Plan. Participants who are  “active employees” of the Bank after the later of the date of the  Participant’s termination  of  employment with the  Seattle  Bank or the  Effective Date of this Plan will also accrue benefits under Article III of  this Benefit Equalization Plan.  





 






25   ARTICLE VI. SOURCE OF PAYMENT    6.1 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 “Rabbi” or grantor trust  (as such term is used in Code Sections 671 through 677) to reflect or to aid it in  meeting its obligations under the Plan with respect to any Member. No benefit  provided by the Plan shall in any circumstances be payable from the assets of the  Retirement Fund or the Thrift Plan. Those Article IV and Article V Participants  who were formerly Participants in one of the Seattle Bank’s defined contribution  deferred compensation plans shall receive benefits attributable to their Seattle  Bank service only if their Seattle Bank Plan Accounts have been transferred to the  Bank or to any trust the Bank maintains for funding its obligations under Articles  IV and V above.    6.2 No Member shall have any right, title or interest whatsoever 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. To the extent that any  person acquires a right to receive payments from the Bank under the Plan, such  right shall be no greater than the right of an unsecured general creditor of the  Bank.    6.3 The Accounts established by the Plan to hold the Members’ Article IV deferrals  and the  Bank’s  matching  contributions  (including Accounts  for  Seattle  Bank  employees to the extent such Accounts are transferred to the Bank or to the trust  described in this section) shall be held in trust and the trust shall have its situs  within the United States. The trust shall at all times qualify as a “Rabbi Trust.”  To that end it shall be a grantor trust, the net income from which shall be taxable  to the Bank and the assets of which shall be available to the Bank and its creditors  in the event of the Bank’s insolvency. The trust’s status as a grantor trust shall  not be affected by changes in the Bank’s financial condition.    (a) The Bank may establish a benchmark investment product or a benchmark  financial index or a benchmark derived with reference to the Bank’s own  financial reporting for purposes of crediting earnings to a Member’s Article  IV  or  Article V  Account.    If  the  Bank  does  establish  such  a  





 






26   benchmark, it shall be used for purposes of determining earnings on  Members’ Accounts. The Bank may establish a benchmark, change any  benchmark or suspend use of any benchmark at any time.    (b) At any time when there is no benchmark being used to credit earnings,  each Member may direct the investment of his Article IV or Article V  Account in and among various mutual funds or other investment vehicles  chosen by the Rabbi Trust Trustee. The performance of the investment  vehicles chosen by the Member will establish the rate of return on the  Member’s Article IV or Article V Account.    (c) Other than as set forth in the preceding subparagraphs, no Member shall  be entitled to any guaranteed rate of  return, nor shall any investment  vehicle or index be deemed to be the measure of investment performance  for any Member’s Article IV or Article V Account.    6.4 The Bank may also use the Rabbi Trust to fund its Article III obligations, in  whole or in part, and such trust shall comply with the requirements of the initial  paragraph of Section 6.03. However, no Member shall have any right to direct (or  even monitor) the investment of the funds contributed to the Trust for such  purpose. The Bank may direct the investment of all or part of such funds, or may  rely upon the trustee to invest all or part of such funds. Except as provided in  paragraph (a) below, the Bank shall have no obligation to set aside funds to help  meet its Article III obligations.    (a) In the event a Member elects to have his Article III benefits paid in  installments, the Plan shall establish a separate Article III Account within  the Rabbi Trust to hold such benefits during the installment period. The  Trust and the Account shall comply with the requirements of the initial  paragraph of Section 6.03 above. The Account shall be credited with  earnings pursuant to subsections 6.03(a) and 6.03(b) above.  Notwithstanding the foregoing, the Bank may establish different earnings  benchmarks for Accounts held pursuant to this subsection. The Bank may  also establish different earnings benchmarks for Accounts holding  Article IV benefits than for Accounts holding Article V benefits. The  same  earnings  benchmarks  need  not  apply  to  funds  held  pursuant  to  





 






27   Article IV, Article V and this subsection 6.04(a). Similarly, the Bank may  institute an earnings benchmark for Article IV or Article V Accounts or  for Accounts held pursuant to this subsection without instituting  benchmarks for Accounts held under both of those sections.    6.5 In the event the Member becomes unable to direct the investment of his Account  as contemplated by subsection 6.03(b) above, such direction may be given by the  Member’s spouse, conservator or attorney-in-fact.  The Trustee may also invest  the Member’s Account without any direction. The investment direction alterna-  tives contemplated by this section shall begin when the Plan receives credible  evidence of the Member’s inability to direct his Account and shall end when the  Account is distributed to the Member (or Beneficiary) as provided in Sections  3.03, 3.04, 4.03(f) and the corresponding sections of the Bank’s Directors  Deferred Compensation Plan effective June 1, 2015.  





 






28   ARTICLE VII.  DESIGNATION OF BENEFICIARIES    7.1 For purposes of calculating the benefits payable under Article III of this Plan, the  Member’s designated beneficiary shall be deemed to be the same individual or  entity designated by the Member to receive benefits under the Retirement Fund in  case of the Member’s death. The Member may change his designated beneficiary  at any time before payment of his benefits begins. The Member shall not be  required to obtain the consent of any family member or previously designated  Beneficiary before designating a beneficiary for any Article III benefit.    7.2 For purposes of benefits payable under Article IV hereof, each Member may file a  written designation of one or more individuals or entities as the Beneficiary, and  such person or entity shall be entitled to receive the amount, if any, payable under  the Plan upon the Member’s death. The Member may, from time to time, revoke  or change his Beneficiary designation (without the consent of any prior  Beneficiary or any other person) by filing a new designation. The last beneficiary  designation received shall be controlling. However, no designation, or change or  revocation of Beneficiary shall be effective unless actually received by an  appropriate Plan representative prior to the Member’s death. This Section shall  apply to all Members, whether they are or were employees of the Seattle Bank or  the Bank.    7.3 If no Beneficiary designation is in effect at the time of a Member’s death, or if no  designated Beneficiary survives the Member, or if, in the opinion of the Plan, any  beneficiary designation conflicts with applicable law or is unenforceable in any  other way, the Member’s estate shall be deemed to be the Member’s Beneficiary  and shall receive the amount, if any, payable under the Plan upon the Member’s  death. If the Plan is in doubt as to the right of any person to receive such amount,  the Plan may retain such amount, without liability for any interest thereon, until  the rights thereto are determined. The Plan may also pay such amount to any  court of appropriate jurisdiction and such payment shall be a complete discharge  of the liability of the Plan and the Bank therefor.    7.4 This Plan shall be bound by any Qualified Domestic Relations Order accepted by  the Retirement Fund,  and shall be cognizant of such Order in calculating the  





 






29   Member’s Article III benefits under this Plan so that the Qualified Domestic  Relations Order does not cause an increase in the benefits payable to the Member  pursuant to Article III of this Plan. This Plan shall receive, analyze and be bound  by domestic relations orders pertaining to Member’s Article IV or Article V  benefits using rules similar to those set out in Code Section 414(p).  





 






30   ARTICLE XIII.  ADMINISTRATION OF THE PLAN    8.1 The Committee shall have general authority over and responsibility for the  administration and interpretation  of the  Plan. The  Committee shall  have full  power and discretionary authority to interpret and construe the Plan, to make all  determinations considered necessary or advisable for the administration of the  Plan and the calculation of the amount of benefits payable thereunder, and to  review claims for benefits under the Plan. Unless arbitrary or capricious, the  Committee’s interpretations and constructions of the Plan and its decisions and  actions thereunder shall be binding and conclusive on all persons for all purposes.    8.2 The Committee shall arrange for the services of the Actuary, and if the Committee  deems it advisable, it shall arrange for the services of legal counsel and certified  public accountants (who may also be counsel or accountants for the Bank), and  for other consultants, agents and clerical or other personnel whose services may  be necessary for purposes of the Plan. The Committee may also utilize the services  of agents and clerical or other personnel regularly employed by the Bank. The  Committee may rely upon the written opinions of such Actuary, counsel,  accountants and consultants, and upon any information supplied by the Retirement  Fund, the Thrift Plan, or the Seattle Bank for purposes of the Plan. The  Committee may delegate to any agent or to any sub-committee or Committee  member its authority to perform any act hereunder, including without limitations  those matters involving the exercise of discretion; provided, however, that such  delegation shall be subject to revocation at any time at the discretion of the  Committee. The Committee shall report to the Board of Directors, or its designee,  at such intervals as shall be specified by the Board or such designee.    8.3 No Committee member shall be entitled to participate in any decision or action  relating solely to his own membership or benefits under the Plan.    8.4 Each Committee member shall be reimbursed by the Bank for any reasonable  expenses incurred in connection with his services to the Plan. No bond or other  security shall be required of the Committee or any member thereof, unless required  by applicable law.  





 






31   8.5 All claims for benefits under the Plan shall be submitted in writing to the  Committee. Written notice of the Committee’s decision on each such claim shall  be furnished with reasonable promptness (and in any event within 90 days of the  Committee’s receipt of the claim) to the Member or his Beneficiary, such  individual or entity being referred to herein as the Claimant. Such notice shall  provide (a) the specific reasons for denial of the claim, (b) specific references to  the plan provisions on which the denial is based, (c) a description of any material  necessary to perfect the claim and an explanation of the need for such material,  and (d) appropriate information about submitting the claim to the Board of  Directors for further review, including the Claimant’s right to appeal to the Board  of Directors, the Claimant’s right to review pertinent documents and the  Claimant’s right to make a written submission. The Claimant may request a  review by the Board of Directors of any Committee decision denying all or part of  a claim. Such request shall be made in writing and shall be filed with the  Committee within 60 days of such denial. A request for review shall contain all  additional information which the Claimant wishes the Board of Directors to  consider and the Board of Directors shall not be obligated to undertake any  review until it has received the Claimant’s completed request for review.    The Board may hold any hearing or conduct any independent investigation which  it deems useful in rendering its decision. The decision on review shall be made  within 60 days after receipt of the completed request for review unless an extension  is necessary because of the difficulty of convening the entire Board of Directors.  Written notice of the extension shall be given to the Claimant before the end of  the initial 60-day period, and the extension shall not last for more than 60  additional days. Written notice of the decision on review shall be furnished to the  Claimant.    8.6 All expenses incurred in the administration of the Plan shall be paid by the Bank.  





 






32   ARTICLE IX.  AMENDMENT AND TERMINATION    9.01 The Board of Directors may amend, suspend or terminate the Plan, in whole or in  part, without the consent of the Committee or any Member, Beneficiary or other  person. However, no amendment, suspension or termination shall retroactively  impair or otherwise adversely affect the rights of any Member, Beneficiary or  other person to benefits which have accrued under the Plan prior to the date of  such action unless such amendment is necessary to bring the Plan into compliance  with Code Section 409A or other applicable law.  





 






33   ARTICLE X.  GENERAL PROVISIONS    10.1 The Plan shall be binding upon and inure to the benefit of the Bank and its  successors, and assigns and the Members, and their beneficiaries, successors, and  assigns. The Plan shall also be binding upon and inure to the benefit of any  successor bank or 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 bank which assumes the Plan and all obligations of the Bank  hereunder. The Bank agrees that it will make appropriate provision for the  preservation of Members’ rights under the Plan in any agreement or plan into  which it may enter to effect any merger, consolidation, reorganization or transfer  of assets. In case of such a merger, consolidation, reorganization or transfer of  assets, the term “Bank” shall refer to the surviving or acquiring entity which shall  assume the Bank’s obligations under the Plan, and the Plan shall continue in full  force and effect with no diminution in accrued Plan benefits.    10.2 Neither the Plan nor any action taken thereunder shall be construed to give any  Member the right to be retained in the employ of the Bank or affect the Bank’s  right to terminate the employment of any Member or to remove any Member from  an Eligible Officer position. Neither the Plan nor any action taken thereunder  shall affect the Bank’s right to determine the Base Salary and annual Incentive  Compensation, if any, of any Bank employee, including any Member of this Plan.    10.3 The Bank shall withhold or cause to be withheld all federal, state, or other taxes  which the Bank is required to withhold from Plan payments.    10.4 No right or interest of a Member under the Plan may be assigned, sold,  encumbered, transferred or otherwise disposed of, other than as required by law.  Any attempted disposition of such right or interest shall be null and void. Further,  no right or interest of a Member may be reached by any creditor of the Member.    10.5 If the Committee should find that any person to whom any amount is due under  the Plan is unable to care for his affairs because of illness or accident or legal  incapacity, then any payment due to such person may be paid to such person’s  





 






34   spouse, child or other relative, or to an institution maintaining or having custody  of such person, or to any other person whom the Committee determines to be  appropriate to receive payment on behalf of such person. Any such payment shall  be a complete discharge of the liability of the Plan and the Bank therefor, and the  Committee shall have no obligation to inquire regarding the recipient’s  application of such payment.    10.6 All elections, designations, requests, notices, instructions, and other communica-  tions from a Member, Beneficiary, or other person to the Plan or the Committee  shall be in such form as is prescribed from time to time by the Plan or the  Committee and shall be mailed by first-class mail or sent by telefacsimile or  email, with receipt confirmed, or hand-delivered to such location as shall be  specified by the Plan or the Committee. Such documents shall not be deemed to  have been given and delivered until the actual receipt thereof by a Committee  Member or appropriate Plan Representative. All Members (and Beneficiaries of  deceased Members) shall keep the Plan apprised of their current mailing  addresses.    10.7 The benefits payable under the Plan shall be in addition to all other benefits  provided for employees of the Bank, and Plan benefits shall not be deemed salary  or other compensation for the purpose of computing benefits to which a Member  may be entitled under any other plan or arrangement of the Bank.    10.8 No Committee member or Plan representative shall be personally liable on account  of any instrument executed by him or on his behalf, or any action taken by him  for any mistake of judgment made in good faith in connection with service to the  Plan. The Bank shall indemnify and hold harmless each Committee member, Plan  representative, employee, officer or director of the Bank, or the Retirement Fund  to whom any duty, power, function or action in respect of the Plan may be  delegated or assigned or from whom any information is requested for plan purposes  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 such liability arises out of such person’s fraud or bad faith.  





 






35   10.9 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.    10.10 The captions preceding the Articles and Sections 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.    10.11 The Plan shall be construed according to the laws of the State of Iowa unless such  laws are superseded by applicable federal law.  It is the Bank’s intent that the plan  be classified as a non-qualified deferred compensation plan for income tax  purposes so that no Member is obligated to include Plan benefits in taxable  income prior to the Member’s actual receipt of such Plan benefits. It is also the  Bank’s intent for this Plan document and the actual operation of the Plan to meet  the requirements of Code Section 409A at all times from and after the Effective  Date.    The Plan is also intended to qualify as a “Top Hat” Plan for purposes of the  Employee Retirement Income Security Act. The Plan shall be construed and  administered to effectuate such intentions.    IN WITNESS WHEREOF, THE FEDERAL HOME LOAN BANK OF DES  MOINES has caused this Seventh Amendment and Restatement of the Plan to be  executed on                                         .     FEDERAL HOME LOAN BANK OF DES MOINES    BY:        Chairman of the Board  DATE:     Attest:          Corporate Secretary