EX-10.1






Exhibit 10.1




FEDERAL HOME LOAN BANK OF CINCINNATI

BENEFIT EQUALIZATION PLAN

(2008 Restatement)




     Effective January 1, 2005, the Federal Home Loan Bank of Cincinnati (the “FHLBank”) hereby
amends and completely restates its Benefit Equalization Plan as follows.



INTRODUCTION




     The purpose of this Benefit Equalization Plan (the “Plan”) is to provide to a certain select
group of management and highly compensated employees of the FHLBank the benefits which would have
been payable under the Pentegra Defined Benefit Plan for Financial Institutions (“Retirement
Fund”), and benefits equivalent to the matching, 401(k), and Roth contributions which would have
been available under the Pentegra Defined Contribution Plan for Financial Institutions (“Thrift
Plan”), but for the limitations placed on benefits and contributions for such employees by Sections
401(a)(17), 401(k)(3)(A)(ii), 401(m), 402(g), and 415 of the Code.



     The principal reason for this amended instrument is to conform the provisions of this Plan
with the requirements of Section 409A of the Code. Accordingly, the Non-Grandfathered Retirement
Fund Benefit and the Non-Grandfathered Thrift Benefit are intended to comply with the requirements
of Section 409A and the Grandfathered Retirement Fund Benefit and the Grandfathered Thrift Benefit
are intended to be exempt from the requirements of Section 409A.



     This Plan is unfunded and all benefits shall be paid solely out of the general assets of the
FHLBank. No benefits under this Plan shall be payable by the Financial Institutions Retirement
Fund or its assets or by the Financial Institutions Thrift Plan or its assets.



ARTICLE I. DEFINITIONS




     For purposes of the Plan, these terms shall have the following meanings:



     1.01 “Actuary” means the independent consulting actuary retained by the FHLBank to assist the
Committee in its administration of the Plan.



     1.02 “Annual Deferral Amount” shall mean that portion of a Participant’s base salary, annual
incentive award, and Long Term Incentive Plan (“LTIP”) award that a Participant defers in
accordance with Article IV for any one calendar year. In the event of a Participant’s Retirement,
Disability, death, or Separation From Service prior to the end of a year, such year’s Annual
Deferral Amount shall be the actual amount withheld from a Participant’s base salary, annual
incentive award, and LTIP award and credited to his or her Non-Grandfathered Thrift Benefit account
prior to such event.



 









 





     1.03 “Beneficiary” means the Beneficiary or Beneficiaries designated in accordance with
Article VI of the Plan to receive the benefit, if any, payable upon the death of a Participant of
the Plan.



     1.04 “Board of Directors” means the Board of Directors of the FHLBank.



     1.05 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any
successor thereto.



     1.06 “Code Limitations” means the cap on compensation taken into account by a plan under Code
Section 401(a)(17), the dollar limitations on elective deferrals and Roth contributions under Code
Section 402(g), 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, and any similar
successor provisions of federal tax law.



     1.07 “Committee” means the Personnel Committee of the Board of Directors, which is authorized
to administer the Plan, or other person(s) or sub-committee(s) as it may appoint from time to time
to supervise certain administrative functions of the Plan.



     1.08 “Disability” or “Disabled” shall mean, with respect to payment of benefits attributable
to a Non-Grandfathered account or benefit, that the Participant, (i) in the opinion of the
Committee based upon a medical certificate from a physician satisfactory to the Committee, is
unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months; (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve months, receiving income
replacement benefits for a period of not less than three months under an accident and health plan
covering employees of the FHLBank, or (iii) is determined to be totally disabled by the Social
Security Administration. In all events, the terms “Disability” or “Disabled” shall be interpreted,
with respect to payment of benefits attributable to a Non-Grandfathered account, in a manner that
is consistent with Code section 409A and the final regulations promulgated thereunder. With
respect to payment of benefits attributable to a Grandfathered account or benefit, “Disability” or
“Disabled” shall mean that the Participant either (i) has been determined by the Social Security
Administration to be eligible for disability benefits under Title II of the Federal Social Security
Act, (ii) is eligible for disability benefits under the FHLBank’s long-term disability plan, or
(iii) is eligible for disability retirement benefits under the Thrift Plan or the Retirement Fund.



     1.09 “FHLBank” means the Federal Home Loan Bank of Cincinnati and each subsidiary or
affiliated company thereof which participates in the Plan.



     1.10 “Grandfathered Retirement Fund Benefit” means the present value as of December 31, 2004
of the amount to which the Participant would be entitled under Article III of this Plan if the
Participant voluntarily terminated services without cause on



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December 31 of that taxable year, and received a full payment of benefits from the Plan on the
earliest possible date allowed under the Plan following the termination of services, to the extent
the right to the benefit is earned and vested as of December 31, 2004, plus any earnings thereon.
For purposes of determining the present value of the benefit, the actuarial assumptions set forth
in Section 3.03(b)(iv) of the Plan, or other reasonable actuarial assumptions must be used.
Amounts to which the Participant would not be entitled upon termination, if he or she had
terminated services on December 31, 2004, are not includible as compensation deferred under the
Plan as of December 31, 2004.




     1.11 “Grandfathered Thrift Benefit” means the portion of the Participant’s compensation
attributable to Article IV of the prior editions of this Plan, the right to which is earned and
vested as of December 31, 2004, plus any earnings thereon.



     1.12 “LTIP” means the Federal Home Loan Bank of Cincinnati Executive Long-Term Incentive Plan
or the Federal Home Loan Bank of Cincinnati Internal Auditor Long-Term Incentive Plan.



     1.13 “Non-Grandfathered Retirement Fund Benefit” means any portion of the Participant’s
benefit under Article III that is not part of the Grandfathered Retirement Fund Benefit, plus any
earnings thereon.



     1.14 “Non-Grandfathered Thrift Benefit” means the portion of the Participant’s compensation
attributable to Article IV of this Plan, the right to which was not earned and/or vested as of
December 31, 2004, plus any earnings thereon.



     1.15 “One to Three Times Death Benefit” means the dollar amount equal to the Participant’s
last twelve months’ salary, plus an additional ten percent of such salary for each full year of the
Participant’s employment service with the FHLBank, up to a maximum of 300 percent (a Participant
with 20 or more years of service will have reached the maximum 300 percent).



     1.16 “Participant” means any person participating in the Plan as provided in Article II.



     1.17 “Performance-Based Compensation” shall in all events be interpreted in a manner
consistent with the meaning of that term under Code section 409A and the final regulations
promulgated thereunder.



     1.18 “Plan” means the “Federal Home Loan Bank of Cincinnati Benefit Equalization Plan”, as set
forth herein and as amended or restated from time to time.



     1.19 “Redeferral Distribution Date” has the meaning given to that phrase in Section
3.03(b)(iii)(C), below.



     1.20 For purposes of Article III of this Plan, the “Regular Form” of payment means an annual
pension benefit payable for the Participant’s lifetime commencing at age 65 and the death benefit
described in Section 3.04(a) or (b) below.



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     1.21 “Retirement Date”, “Retirement”, “Retire”, or “Retired” means the first date on which the
Participant Separates From Service after attaining the earliest age and fulfilling the service
requirement making such Participant eligible for Retirement. With respect to a Participant who was
a Participant as of midnight January 31, 2006, he or she fulfills the age requirement on the date
on which he or she attains age 45 and there is no service requirement applicable to such
Participant. With respect to a Participant hired on or after February 1, 2006, he or she fulfills
the age requirement on the date on which he or she attains age 55 and he or she fulfills the
service requirement on the date he or she has been employed by the FHLBank for a period of at least
ten years. Whether or not a Participant has fulfilled these requirements will be determined by the
Committee in its sole discretion.



     1.22 “Retirement Fund” means the Pentegra Defined Benefit Plan for Financial Institutions, 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 FHLBank.



     1.23 “Roth contribution” means a contribution made under the provisions of the Thrift Plan in
accordance with Code Section 402A.



     1.24 “Section 409A” means Section 409A of the Code.



     1.25 “Separation From Service” or “Separates From Service” shall in all events be interpreted
in a manner consistent with the meaning of that term under Code section 409A and the final
regulations promulgated thereunder.



     1.26 “Service Year” means the calendar year.



     1.27 “Thrift Plan” means the Pentegra Defined Contribution Plan for Financial Institutions, a
qualified and tax-exempt defined contribution plan and trust under Sections 401(a) and 501(a) of
the Code, as adopted by the FHLBank.



ARTICLE II. PARTICIPATION




     2.01 Participation in Retirement Fund Benefit Component. Each employee who was a Participant
prior to the adoption of this restatement of the Plan shall continue to remain a Participant.
Each other employee of the FHLBank who is a participant in the Retirement Fund and who is one of a
select group of management and highly compensated employees, shall become a Participant in the
Retirement Fund portion of the Plan on the earliest date on which he or she is selected by the
Committee. If on the date that payment of a Participant’s benefit from the Retirement Fund
commences, the Participant is not entitled under Section 3.01 or 4.01 of the Plan to receive a
benefit under the Plan, his participation pursuant to this provision shall terminate on such date.



     2.02 Participation in Thrift Benefit Component. Each employee who was a Participant prior to
the adoption of this restatement of the Plan shall continue to remain a Participant. Each other
employee of the FHLBank who is a participant in the Thrift Plan and who is one of a select group of
management and highly compensated employees selected by the Committee, shall become a Participant
in the Thrift



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component of the Plan on the earliest date on which he or she timely completes a deferral
election form in accordance with Section 4.01 of the Plan.




     2.03 Payment Only Upon Certain Events. A benefit shall be payable under the Plan to or on
account of a Participant only upon the Participant’s Retirement, death, Disability, or other
Separation From Service (or attainment of a chosen age following Separation From Service) with the
FHLBank.



ARTICLE III. AMOUNT AND PAYMENT OF PENSION BENEFITS




     3.01 A Participant’s benefit under this Article will be calculated as of the earliest date the
Participant is eligible for commencement of benefit payments under either the Pentegra Defined
Benefit Plan for Financial Institutions or Article III of this Plan and such calculation shall be
based upon the Regular Form of payment.




     (a) Grandfathered Retirement Fund Benefit. The amount, if any, of the Grandfathered
Retirement Fund Benefit payable to or on account of a Participant pursuant to the Plan shall equal
the excess of (i) over (ii), as determined by the Committee, where:




“(i)”is the annual pension benefit (as calculated by the Retirement Fund on the basis of the form
of payment elected under it by the Participant) that would otherwise be payable to or on account
of the Participant by the Retirement Fund if the Participant had voluntarily separated from
service at midnight December 31, 2004, and if its provisions were administered without regard to
the Code Limitations and on the basis of salary unreduced by the amount of any elective
contributions under Article IV of this Plan; and




“(ii)” is the annual pension benefit (as calculated by the Retirement Fund on the basis of the
form of payment elected under it by the Participant and calculated as if the Participant had
voluntarily separated from service at midnight December 31, 2004) that is payable to or on account
of the Participant by the Retirement Fund after giving effect to any reduction of such benefit
required by the Code Limitations and on the basis of salary reduced by the amount of any elective
contributions under Article IV of this Plan.




     (b) Non-Grandfathered Retirement Fund Benefit. The amount, if any, of the Non-Grandfathered
Retirement Fund Benefit payable to or on account of a Participant pursuant to the Plan shall equal
the excess of (i) over (ii) and (iii), where:




“(i)” is the annual pension benefit payable in the Regular Form that would otherwise be payable to
or on account of the Participant by the Retirement Fund if its provisions were administered
without regard to the Code Limitations and on the basis of salary unreduced by the amount of any
elective contributions under Article IV of this Plan; and




“(ii)” is the annual pension benefit payable in the Regular Form that would be payable to or on
account of the Participant by the Retirement Fund after giving effect to any



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reduction of such benefit required by the Code Limitations and on the basis of salary reduced by
the amount of any elective contributions under Article IV of this Plan; and




“(iii)” is the Grandfathered Retirement Fund Benefit calculated in 3.01(a), above.


For purposes of this Section 3.01, “annual pension benefit” includes any “Active Service Death
Benefit,” “Disability Retirement Benefit,” “Retirement Adjustment Payment,” “Annual Increment” and
“Single Purchase Fixed Percentage Adjustment” which the FHLBank elected to provide its employees
under the Retirement Fund.




     3.02 Regular Form of Benefit. Unless the Participant elects an optional form of payment under
the Plan pursuant to Section 3.03 below, the Grandfathered Retirement Fund Benefit and/or
Non-Grandfathered Retirement Fund Benefit, as applicable, payable to or on account of a Participant
under Section 3.01 above, shall be payable to or on account of the Participant in the “Regular
Form” of payment, utilizing for that purpose the actuarial factors described in Section
3.03(b)(iv), below.



     3.03 (a) Optional Forms of Grandfathered Retirement Fund Benefit.



          (i) A Participant may, with the consent of the Committee, elect in writing to have the
Grandfathered Retirement Fund Benefit, if any, payable to or on account of a Participant under
Section 3.02 above converted by the Actuary to any optional form of payment permitted under the
Retirement Fund on October 3, 2004. The Actuary shall utilize for the purpose of that conversion
the actuarial assumptions set forth in Section 3.03(b)(iv) of the Plan, or other reasonable
actuarial assumptions.




          (ii) If a Participant who had elected an optional form of payment under this Section 3.03(a)
dies after the date the Participant Separates From Service, the only death benefit, if any, payable
under the Plan in respect of said Participant and attributable to the Grandfathered Retirement Fund
Benefit shall be the amount, if any, payable under the optional form of payment which the
Participant had elected under the Plan. If a Participant who had elected an optional form of
payment under this Section 3.03(a) dies before the Participant Separates From Service, the
Participant’s election of an optional form of Grandfathered Retirement Fund Benefit shall be
inoperative and the death benefit described in Section 3.04(a)(i) shall be payable to the
Participant’s Beneficiary.




          (iii) An election of an optional form of payment under this Section 3.03(a) may be made only
on a form and in the manner prescribed by the Committee, and must be made no later than the end of
the calendar year immediately preceding the year in which the Participant Separates From Service,
at least one hundred eighty (180) days prior to the date the Participant Separates From Service,
and prior to the date when the payment of the Participant’s Grandfathered Retirement Fund Benefit
are due to commence.




     (b) Optional Forms of Non-Grandfathered Retirement Fund Benefit.



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          (i) A Participant may elect (by timely submitting a Non-Grandfathered Retirement Fund
Distribution Election Form as described in 3.03(b)(iii), below) to have the Non-Grandfathered
Retirement Fund Benefit, if any, payable to or on account of a Participant under Section 3.02
converted by the Actuary to any of the following optional forms of payment (the Actuary shall
utilize for the purpose of that conversion the actuarial factors described in Section 3.03(b)(iv),
below). The optional forms of payment include:




               (A) Lump Sum Settlement. This option may be elected if the Participant retires after
attaining age 45, or is an early retiree and defers commencement of his or her benefit until such
age. The election of this option requires written consent of the Participant’s spouse. Benefits
accrued after January 31, 2006 shall not be available in the form of a single lump sum nor shall
the lump sum form of payment be available for any individual whose employment with the FHLBank
commenced on or after January 1, 2006.



               (B) Partial Lump Sum Settlement equal to 25 percent, 50 percent, or 75 percent of the total
benefit and a monthly allowance for the remainder of the benefit which must commence at the time of
the partial lump sum settlement. This may be elected if the Participant retires after attaining
age 45, or if the Participant is an early retiree and defers commencement of his or her benefit
until such age. The election of this option requires written consent of the Participant’s spouse.
Benefits accrued after January 31, 2006 shall not be available in the form of a partial lump sum
nor shall the lump sum form of payment be available for any individual whose employment with the
FHLBank commenced on or after January 1, 2006.



               (C) Five-year, Ten-year, Fifteen-year, or Twenty-year installment payment. This form of
payment pays annual installments to the Participant (or if the Participant dies, to his or her
Beneficiary) for the period of years (five, ten, fifteen, or twenty years) elected by the
Participant.



               (D) Single Life Annuity. An annual benefit payable annually for the lifetime of the
Participant, ending with the year in which the Participant dies.



               (E) Joint and 50, 75, or 100 percent survivor annuity, with a five-year, ten-year,
fifteen-year, or twenty-year certain guaranteed payment period. This is a form of benefit paid to
the Participant for life, and after the Participant’s death, his or her spouse continues to
receive, for the remainder of the spouse’s life, a certain percentage (50 percent, 75 percent, or
100 percent) of the annual benefit the Participant had been receiving, but if at the time both the
spouse and the Participant have died, fewer annual payments have been made than the number of
payments for the selected guaranteed payment period, the remainder of the guaranteed payments will
be made to the Participant’s designated Beneficiary. A person who becomes married to the
Participant after the pension begins is not entitled to any survivorship benefits under the Plan,
except as a designated Beneficiary.



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               (F) Joint and 50 percent, 75 percent, or 100 percent survivor annuity, with no guaranteed
payment period. This is a form of benefit paid to the Participant for life, and after the
Participant’s death, his or her spouse continues to receive, for the remainder of the spouse’s
life, 50 percent, 75 percent, or 100 percent (as elected by the Participant) of the annual benefit
the Participant had been receiving. A person who becomes married to the Participant after the
pension begins is not entitled to any survivorship benefits under the Plan.



          (ii) If a Participant who elected an optional form of payment under this Section 3.03(b) dies
after the Participant Separates From Service, the only death benefit, if any, payable under the
Plan in respect of said Participant and attributable to such Non-Grandfathered Retirement Fund
Benefit shall be the amount, if any, payable under the optional form of payment which the
Participant elected under the Plan. If a Participant who elected an optional form of payment under
this Section 3.03(b) dies before the Participant Separates From Service, the Participant’s election
of an optional form of Non-Grandfathered Retirement Fund Benefit shall be inoperative and the death
benefit described below in Section 3.04(a)(i), if any, shall be payable to the Participant’s
Beneficiary.




          (iii) Non-Grandfathered Retirement Fund Benefit Distribution Payment Elections. Elections of
an optional form of payment under this Section 3.03(b) may be made as follows:




               (A) Special Election Period. During the Special Election Period, a Participant may elect on
the Non-Grandfathered Retirement Fund Benefit Distribution Election Form to receive payment of his
or her Non-Grandfathered Retirement Fund Benefit in any of the optional forms of payment. The
Special Election Period ends on December 31, 2008. Any Non-Grandfathered Benefit Distribution
Election Form submitted to the Committee after December 31, 2008 will be considered a change to the
Participant’s prior election, and will be subject to the timing rules outlined in 3.03(b)(iii)(C),
below.



               (B) Initial Election Period. No later that 30 days after the date a Participant is selected
for participation in the Plan, an election of an optional form of payment under this Section
3.03(b) may be made by filing a Non-Grandfathered Benefit Distribution Election Form with the
Committee. In all events, no election may be made under this Section 3.03(b)(iii)(B) later than 30
days immediately following the close of the first calendar year the Participant accrues a benefit
under this Article III. Any Non-Grandfathered Benefit Distribution Election Form submitted to the
Committee after such period will be considered a change to the Participant’s prior election,
subject to the timing rules outlined in 3.03(b)(iii)(C), below.



               (C) Subsequent Changes to Election. Any election with respect to the payment of the
Non-Grandfathered Retirement Fund Benefit that is made after the latter of the Special Election
Period (described in 3.03(b)(iii)(A), above), or after the Initial Election Period (described in
3.03(b)(iii)(B), above), is subject to the following rules. The Participant may change any such
election to an allowable alternative form of



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payment by submitting a new Non-Grandfathered Benefit Distribution Election Form to the
Committee, provided, however, that (i) any new Non-Grandfathered Benefit Distribution Election Form
shall not take effect until at least twelve months after the date on which the new
Non-Grandfathered Benefit Distribution Election Form is submitted to and accepted by the Committee
in its sole discretion, and (ii) in the case of a payment of a benefit other than a Disability
benefit or survivor benefit, the date of payment (or in the case of installment payments, the date
the first scheduled amount is to be paid) shall not occur before the fifth anniversary of the
previously elected Non-Grandfathered Retirement Fund Benefit Distribution Date (the “Re-Deferral
Distribution Date”). The limitations described in (i) and (ii) of the preceding sentence shall not
apply if the Participant’s initial election is for payment of a life annuity (as defined in the
§1.409A-2(b)(ii)) and the change is to an allowable alternate form of life annuity that is
actuarially equivalent to and has the same commencement date as the then-effective election. The
Election Form applicable to the Non-Grandfathered Retirement Fund Benefit that was most recently
accepted by the Committee and meeting the above criteria shall govern the payout of the
Non-Grandfathered Retirement Fund Benefit. For purposes of changing an existing election, each
separately identified amount to which the Participant is entitled to payment under the Plan shall
be considered a single payment, except that entitlement to a series of payments under an
installment method shall be treated as a single payment.




          (iv) Actuarial Factors. The Actuary shall use the reasonable actuarial and early retirement
factors adopted by the Committee from time to time in the conversion of any benefit under this
Plan. If the Committee fails to choose actuarial and/or early retirement factors to be used in the
calculation of any benefit under this Plan, then the Actuary shall utilize for the purpose of that
conversion the actuarial factors and assumptions then used by the Retirement Fund to determine
actuarial equivalence.




     3.04 (a) (i) Active Service Death Benefit. If a Participant dies before Separation From
Service, an active service death benefit shall be paid to the Participant’s Beneficiary over a
period of ten years in approximately equal annual installments. The Beneficiary of any Participant
whose first date of hire by the FHLBank was prior to January 1, 2006 shall be paid an enhanced
active service death benefit equal to the greater of (1) the present value of the Participant’s
benefit calculated under Sections 3.01(a) plus 3.01(b), above, and (2) the One to Three Times Death
Benefit. The Beneficiary of any Participant first hired on or after January 1, 2006, shall be paid
an active service death benefit equal to the Participant’s benefit calculated under Section
3.01(b), above.



          (ii) Payment of Grandfathered Retirement Fund Benefit Upon Death After Separation From
Service. Upon the death of a Participant who Separated From Service but had not elected an optional
form of payment under Section 3.03(a) above, a death benefit shall be paid to the Participant’s
Beneficiary in annual installments over a period of ten years. The Grandfathered Retirement Fund
Benefit under this Section is equal to the excess, if any, of (x) over (y), where




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“(x)” is an amount equal to twelve times the annual pension benefit, if any, payable under Section
3.02 above and attributable to the Grandfathered Retirement Fund Benefit, and




“(y)” is the sum of the Grandfathered Retirement Fund Benefit payments, if any, which the
Participant had received under the Plan.



          (b) Payment of Non-Grandfathered Retirement Fund Benefit Upon Death After Separation From
Service. Upon the death of a Participant who Separated From Service but who had not elected an
optional form of payment under Section 3.03(b) above, a death benefit shall be paid to the
Participant’s Beneficiary in annual installments over a period of ten years; provided, however,
that no death benefit is payable under this Section 3.04(b) with regard to any Participant first
hired on or after January 1, 2006. The Non-Grandfathered Retirement Fund Benefit under this
Section is equal to the excess, if any, of (i) over (ii), where





“(i)” is an amount equal to twelve times the annual pension benefit, if any, payable under Section
3.02 above and attributable to the Non-Grandfathered Retirement Fund Benefit, and




“(ii)” is the sum of the Non-Grandfathered Retirement Fund Benefit payments, if any, which the
Participant had received under the Plan.



     3.05 Timing of Retirement Fund Benefit Payment to the Participant’s Beneficiary. The death
benefit payable under Section 3.04(a)(i), (ii), and/or 3.04(b) shall be payable to the
Participant’s Beneficiary beginning as soon as reasonably practicable following the Participant’s
death.



     3.06 Payment of Retirement Fund Benefit Upon Disability Prior to the Commencement of Benefit
Payments. If a Participant to whom a Retirement Fund Benefit is payable under the Plan becomes
Disabled before the commencement of the payment of the Participant’s benefit, and the Participant
files an application for Grandfathered and/or Non-Grandfathered Retirement Fund Benefits with the
Plan within 13 months of the date the Participant became Disabled, a disability benefit equal to
the annual pension benefit earned by the Participant pursuant to Section 3.01(a) and/or (b), as
applicable, shall be payable to the Participant. For purposes of the Plan, unless the Participant
selects an optional form of benefit under the Plan before the date the Participant became Disabled,
the disability benefit attributable to the Grandfathered and/or Non-Grandfathered Retirement Fund
Benefits, as applicable, will be made in the “Regular Form” of payment.



     3.07 Reemployment After Commencement of Retirement Fund Benefit Payments. If a Participant is
restored to employment with the FHLBank after payment of his Grandfathered Retirement Fund Benefit
has commenced, all payments of Grandfathered Retirement Fund Benefits shall thereupon be
discontinued. In the Participant’s subsequent Retirement or other termination of employment with
the FHLBank, his Grandfathered Retirement Fund Benefit shall be recomputed in



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accordance with Sections 3.01 and 3.02 and shall be paid to such Participant in accordance
with the provisions of the Plan. No such cessation or discontinuance shall occur with respect to
the Non-Grandfathered Retirement Fund Benefits.




     3.08 Lump Sum Payment of Small Benefits. Notwithstanding any contrary provision of the Plan,
if on the earliest date payment under the Plan would otherwise commence, the lump sum settlement
value of a Participant’s total Plan benefit (i.e., Grandfathered and Non-Grandfathered Retirement
Fund Benefits and Grandfathered and Non-Grandfathered Thrift Benefits combined) determined by the
Actuary does not exceed $50,000, then such Participant’s benefit shall be paid in the form of a
lump sum.



     3.09 Form of Benefit Payment; Benefit Commencement Date. All benefits paid under this Article
III to be paid in installment or annuity form shall be paid in annual installments. Benefit
payments shall commence as soon as reasonably practicable following the earliest to occur of the
following events: (a) the later of (i) the Participant’s Retirement and (ii) a fixed date after the
Participant’s Separation From Service timely chosen by the Participant in accordance with Section
3.03(a) and/or 3.03(b)(iii), as applicable, (b) the date the Participant became Disabled and
properly applied for benefits under the Plan, or (c) the Participant’s death, except that no
benefits shall be paid prior to the date that benefits under the Plan can be definitely determined
by the Committee.



ARTICLE IV. AMOUNT AND PAYMENT OF THRIFT BENEFITS




     4.01 (a) Grandfathered Thrift Benefit. The Grandfathered Thrift Benefit is the portion of a
Participant’s benefit attributable to Article IV of the prior editions of this Plan, the right to
which is earned and vested as of December 31, 2004, plus any earnings thereon.



          (b) Non-Grandfathered Thrift Benefit. If the Participant’s contributions under the Thrift
Plan for any year on or after January 1, 2005 have reached the maximum permitted by the Code
Limitations, and if the Participant elects to reduce his compensation for the current calendar year
by timely electing (see Section 4.01(d)), the Participant shall be credited with an elective
contribution under this Plan equal to the reduction in the Participant’s compensation made in
accordance with such election; provided, however, that the sum of all such elective contributions
for a Participant with respect to any single calendar year shall not be greater than the excess of
(i) over (ii), where





“(i)” is the maximum amount of compensation (as defined by the Thrift Plan if its provisions were
administered without regard to the Code Limitations) permitted to be deferred by the Participant
under the Thrift Plan without regard to any limitation or reduction on elective contributions
required by the Code Limitations; and




“(ii)” is an amount equal to his regular account, 401(k) account, and Roth account contributions
actually made under the Thrift Plan for the calendar year after giving effect to any limitation or reduction on elective contributions required by the Code Limitations,
and further



-11-









 




provided that any action or inaction (after the election deadline of 4.01(d)) with respect to a
Participant’s election under the Thrift Plan shall be prohibited and shall not be given effect.




          (c) Deferral of LTIP Award. Effective January 1, 2008, a Participant who is also a
participant in the LTIP may make an irrevocable election to defer all or any portion of the
Participant’s LTIP award, by timely delivering a written election to the Committee. LTIP Awards
are not eligible for matching contributions.




          (d) Timing of Annual Deferral Election. Notwithstanding anything in this Plan to the
contrary, a deferral election with respect to Non-Grandfathered Thrift Benefits will only be
considered “timely” if it is made within the following periods:





               (i) Initial Participation Year. In connection with a Participant’s commencement of
participation in the Thrift component of the Plan, the Participant shall make an irrevocable
deferral election for the year in which the Participant commences participation in the Thrift
component of the Plan, along with such other elections as the Committee deems necessary or
desirable under the Plan. For these elections to be valid, the Salary Reduction Agreement/Deferral
Election Form must be completed and signed by the Participant and delivered to the Committee within
thirty (30) days after the Participant first becomes eligible to participate in the Plan. Such
forms may be changed at any time prior to the last permissible date for making the deferral
election, but as of that date the election shall become irrevocable, except as otherwise provided
herein.




               (ii) Subsequent Years. For each succeeding year, an irrevocable deferral election and such
other elections as the Committee deems necessary or desirable under the Plan shall be made by
timely delivering a new Salary Reduction Agreement/Deferral Election Form to the Committee, in
accordance with its rules and procedures. Except as otherwise provided in this Subsection (ii),
for an election to defer compensation for services performed during a Service Year to be effective,
the election to defer such compensation must be made not later than the close of the calendar year
immediately preceding the Service Year. For an election regarding an amount that is
Performance-Based Compensation to be effective, the election to defer such Performance-Based
Compensation must be made not later than the date that is six (6) months before the end of the
performance period. If no such Salary Reduction Agreement/Deferral Election Form is timely
delivered for a year, the Annual Deferral Amount shall be zero for that year. A Participant’s
election may be changed at any time prior to the last permissible date for making the election as
permitted in this Section 4.01(d), and shall thereafter be irrevocable, except as otherwise
provided herein. However, if a Participant incurs an unforeseeable emergency (as determined by the
Committee) or receives a hardship distribution under a qualified plan of an Employer pursuant to
Treas. Reg. §1.401(k)-1(d)(3) and the Participant requests in writing a cancellation of deferral
election for the remainder of the calendar year, the Committee, in their sole and absolute
discretion, may cancel such future deferral elections. The



-12-









 






Committee may from time to time establish policies and rules consistent with the requirements
of Section 409A of the Code to govern the manner in which deferral elections may be made. In
accordance with its policies and rules, the Committee has determined that the Participants may
generally elect to defer base salary and annual incentive award amounts during December and LTIP
awards during June.



     4.02 (a) Matching Contributions. After a Participant can no longer receive any matching
contributions for a calendar year under the terms of the Thrift Plan due to Code Limitations, then
for each elective contribution addition credited to such Participant under Section 4.01(b), such
Participant shall be credited with a matching contribution addition under this Plan equal to the
matching contribution, if any, that would be credited under the Thrift Plan with respect to such
amount if contributed to the Thrift Plan, determined as if the provisions of the Thrift Plan were
administered without regard to the Code Limitations and determined after taking into account the
Participant’s actual contributions to and actual matching contributions under the Thrift Plan.
Additionally, for each elective contribution permitted to be credited to a Participant under the
provisions of the Thrift Plan but for which the matching contribution cannot be made to the Thrift
Plan due to any Code Limitations, such Participant shall also be credited with a matching
contribution under this Plan equal to the matching contribution, if any, that would be credited
under the Thrift Plan with respect to such amount if contributed to the Thrift Plan, determined as
if the provisions of the Thrift Plan were administered without regard to the Code Limitations and
determined after taking into account the Participant’s actual contributions to and actual matching
contributions under the Thrift Plan.



          (b) Vesting of Matching Contributions. Participants whose first day of hire was on or before
December 31, 2006 are always 100 percent vested in Section 4.02 matching contributions. A
Participant whose first day of hire by the FHLBank was on or after January 1, 2007 will become 100
percent vested in any Section 4.02 matching contributions (and any earnings thereon) credited to
the Participant’s account after (i) completion of three years of employment with the FHLBank, (ii)
Disability while employed by the FHLBank, (iii) death while employed by the FHLBank, or (iv)
attainment of age 65 while employed by the FHLBank. If a Participant subject to the three-year
cliff vesting schedule described in the preceding sentence terminates employment with the FHLBank
prior to vesting, the Section 4.02 matching contributions shall be forfeited, provided, however, if
the Participant is reemployed by the FHLBank prior to incurring five one-year breaks in service,
measured from the date of the Participant’s termination, the Participant is eligible to have the
amount of the forfeiture and the corresponding vesting service restored. In all cases, vesting
shall be determined in a manner consistent with the rules governing vesting under the Thrift Plan.




     4.03 The Committee shall maintain a Grandfathered Thrift Benefit account and a
Non-Grandfathered Thrift Benefit account on the books and records of the FHLBank for each employee
who is a Participant by reason of amounts credited under this Article IV. The elective
contribution additions and matching contribution additions of a Participant under Sections 4.01 and
4.02 shall be credited to the Participant’s



-13-









 




appropriate thrift benefit account as soon as reasonably practicable after the date that the
compensation reduced under Section 4.01 and/or 4.02 would otherwise have been paid to such
Participant.




     4.04 A Participant’s Grandfathered Thrift Benefit account and Non-Grandfathered Thrift Benefit
account shall be credited from time to time with a certain return on investment (positive or
negative) that is substantially equivalent to the net return on investment that would have been
earned on the Participant’s elected investments from those available under the Thrift Plan (or
substantially equivalent investments offered by a separate financial institution), or at such other
return on investment in such amount as may be determined by the Committee in its discretion;
provided, however, that if the Committee modifies this return on investment figure, such
modification shall only have prospective effect; and for amounts already credited under this Plan
at the time of such Committee action, no modification shall have the effect of depriving a
Participant of the right to elect a return on investment substantially equivalent to the return on
investment that could be earned by the Participant’s selecting between or among the investment
options then available under the Thrift Plan. Further, within the Plan’s investment options, a
Participant may change his elected investments under the Plan as often as permitted by Committee
policy, and may continue to do so after Retirement, disability retirement, or other Separation From
Service with the FHLBank.



     4.05 (a) Payment of Grandfathered Thrift Benefit Account. Beginning as soon as reasonably
practicable after a Participant’s Retirement, Disability retirement, or other Separation From
Service with the FHLBank, the balance credited to the Participant’s Grandfathered Thrift Benefit
account shall be paid to the Participant in annual installments over a period of 15 years, unless
the Participant timely elects, with the consent of the Committee pursuant to Section 4.07(a) below,
to have such amounts paid to him or her over an installment period that is less than 15 years or in
any optional form of payment permitted under the Thrift Plan as of October 3, 2004. The amount of
an annual installment shall be determined by dividing the remaining balance of the account by the
number of installments remaining to be made.



          (b) Payment of Non-Grandfathered Thrift Benefit Account. Beginning as soon as reasonably
practicable after a Participant’s Retirement, Disability, attainment of a chosen age following the
Participant’s Separation From Service, or other Separation From Service with the FHLBank, the
vested balance credited to the Participant’s Non-Grandfathered Thrift Benefit account shall be paid
to the Participant in annual installments over a period of 5 years, unless the Participant timely
elects, with the consent of the Committee and pursuant to Section 4.07(b) below, to have such
amounts paid to him or her in any optional form of payment permitted under this Plan. The amount
of an annual installment shall be determined by dividing the remaining balance of the account by
the number of installments remaining to be made.




          (c) Unforeseeable Emergency Withdrawal of Non-Grandfathered Thrift Benefit Account. In the
event a Participant incurs an unforeseeable emergency, the Participant may request, by filing a
request with the Committee, a hardship withdrawal




-14-









 




of all or any portion of his or her vested Non-Grandfathered Thrift Benefit Account balance
under the Plan. For purposes of this Subsection (c), an unforeseeable emergency is a severe
financial hardship to the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent (as defined in Code Section 152(a)) of the Participant, loss of
the Participant’s property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. If such a
request is approved by the Committee, which decision shall be made in their sole discretion on a
case-by-case basis, a hardship withdrawal may be permitted under this Subsection (c). Withdrawals
of amounts because of an unforeseeable emergency are only permitted to the extent reasonably needed
to satisfy the emergency need. In the event a hardship withdrawal is allowed, such Participant
shall be suspended from being eligible to make elective contributions or being credited with
matching contributions during the remainder of the calendar in which such withdrawal is made and
the immediately following calendar year.




     4.06 Lump Sum Payment of Small Benefits. Notwithstanding any contrary provision of the Plan,
if on the earliest date payment under the Plan would otherwise commence, the lump sum settlement
value of a Participant’s total Plan benefit (i.e., Grandfathered and Non-Grandfathered Retirement
Fund Benefits and Grandfathered and Non-Grandfathered Thrift Benefits combined) determined by the
Actuary does not exceed $50,000, then such Participant’s benefit shall be paid in the form of a
lump sum.



     4.07 (a) Election of Optional Payment Method with respect to Grandfathered Thrift Benefit
Account. A Participant’s optional payment election to receive amounts credited to his
Grandfathered Thrift Benefit account in annual installments for a period that is less than 15 years
or in any optional form of payment permitted under the Thrift Plan as of October 3, 2004 may be
made only on a form prescribed by the Committee, and filed by the Participant with the Committee:
no later than the end of the calendar year immediately preceding the year in which the Participant
Separates From Service, at least one hundred eighty (180) days prior to the date the Participant
Separates From Service, and prior to the date when the payment of the Participant’s Grandfathered
Thrift Benefit is due to commence. Additionally, such election must be consented to by the
Committee prior to the commencement of payment of his benefit.



          (b) Election of Optional Payment Method with respect to Non-Grandfathered Thrift Benefit
Account. Elections of an optional form of payment under this Section 4.07(b) may be made as
follows:





               (i) Special Election Period. During the Special Election Period, a Participant may on the
Non-Grandfathered Thrift Benefit Distribution Election Form, elect to receive payment of his or
her Non-Grandfathered Thrift Benefit in any of the optional forms of payment described in Section
4.07(b)(iv) of this Plan. The special election period ends on December 31, 2008. Any
Non-Grandfathered Thrift Benefit Distribution Election Form submitted to the Committee after
December 31, 2008 will be considered a change to the Participant’s prior election, subject to the
timing rules outlined in 4.07(b)(iii), below.



-15-









 






               (ii) Initial Election Period. No later than 30 days after the date a Participant is selected
for participation in the Plan, an election of an optional form of payment under this Section
4.07(b) may be made by filing a Non-Grandfathered Thrift Benefit Distribution Election Form with
the Committee.




               (iii) Subsequent Changes to Election. Any election with respect to the payment of the
Non-Grandfathered Thrift Benefit that is made after the later of the Special Election Period
(described in 4.07(b)(i), above), or the Initial Election Period (described in 4.07(b)(ii),
above), is subject to the following rules. The Participant may change any such election to an
allowable alternative form of payment by submitting a new Election Form to the Committee,
provided, however, that (A) any new Election Form may not take effect until at least twelve months
after the date on which the new Election Form is submitted to and accepted by the Committee in its
sole discretion, and (B) in the case of a payment of a benefit other than a payment made on
account of the Participant’s death or Disability, the date of payment (or in the case of
installment payments, the date the first scheduled amount is to be paid) shall not occur before
the fifth anniversary of the previously elected Non-Grandfathered Thrift Benefit Distribution Date
(the “Re-Deferral Distribution Date”). The Election Form applicable to the Participant’s
Non-Grandfathered Thrift Benefit that was most recently accepted by the Committee and meeting the
above criteria shall govern the payout of the Participant’s Non-Grandfathered Thrift Benefit. For
purposes of changing an existing election, each separately identified amount to which the
Participant is entitled to payment under the Plan shall be considered a single payment, except
that entitlement to a series of payments under an installment method shall be treated as a single
payment.




               (iv) Optional Forms of Payment with respect to a Participant’s Non-Grandfathered Thrift
Benefit. The following optional forms of payment are available with respect to the
Non-Grandfathered Thrift Benefit account of a Participant:




                    (A) lump sum,




                    (B) annual installment payments for any period of between two and twenty years, or




                    (C) addition of the Non-Grandfathered Thrift Benefit to the Participant’s Non-Grandfathered
Retirement Fund Benefit, to be distributed in accordance with a properly and timely made election
with respect to that benefit.



     4.08 (a) Payment of Grandfathered Thrift Benefit Account to Beneficiary. Unless a pension
purchase option is selected pursuant to Section 4.07(a) above, if a Participant dies prior to
receiving the balance credited to his Grandfathered Thrift Benefit account, the balance shall be
paid to his Beneficiary in annual installments over a period of ten years.



          (b) Payment of Non-Grandfathered Thrift Benefit Account to Beneficiary. If a Participant dies
prior to receiving the balance credited to his Non-Grandfathered Thrift Benefit account, the balance shall be paid to his Beneficiary in annual
installments over a period of ten years.





-16-









 








ARTICLE V. SOURCE OF PAYMENTS




     5.01 All payments of benefits under the Plan shall be paid from, and shall only be a general
claim upon, the general assets of the FHLBank, notwithstanding that the FHLBank, in its discretion,
may establish a bookkeeping reserve or a 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
Participant or prospective Participant or Beneficiary. No benefit whatever provided by the Plan
shall be payable from the assets of the Retirement Fund or the Thrift Plan.



     5.02 No Participant shall have any right, title or interest whatever in or to any investments
which the FHLBank may make or any specific assets which the FHLBank 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 FHLBank under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the FHLBank.



ARTICLE VI. DESIGNATION OF BENEFICIARIES




     6.01 Each Participant of the Plan may file with the Committee a written designation of one or
more persons as the Beneficiary who shall be entitled to receive the amount, if any, payable under
the Plan upon his death. The Participant may, from time to time, revoke or change his Beneficiary
designation without the consent of any prior Beneficiary by filing a new designation with the
Committee. The last such designation received by the Committee shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Participant’s death, and in no event shall it be effective as of a
date prior to such receipt.



     6.02 If no such Beneficiary designation is in effect at the time of a Participant’s death, or
if no designated Beneficiary survives the Participant, or if, in the opinion of the Committee, such
designation conflicts with applicable law, the Participant’s estate shall be deemed to have been
the designated Beneficiary and shall be paid the amount, if any, payable under the Plan upon the
Participant’s death. If the Committee is in doubt as to the right of any person to receive such
amount, the Committee may retain such amount, without liability for any interest thereon, until the
rights thereto are determined, or 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
FHLBank therefor.



ARTICLE VII. ADMINISTRATION OF THE PLAN




     7.01 The Committee shall have general authority over and responsibility for the administration
and interpretation of the Plan. The Committee shall have full power and authority to interpret and
construe the Plan, to make all determinations considered necessary or advisable for the
administration of the Plan and any trust referred to in



-17-









 




Article V above, 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 or actions thereunder shall be
binding and conclusive on all persons for all purposes.




     7.02 The Committee shall arrange for the engagement of the Actuary, and if the Committee deems
it advisable, it shall arrange for the engagement of legal counsel and certified public accountants
(who may be counsel or accountants for the FHLBank), 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 Retirement Fund or the Thrift Plan for purposes of Sections 3.01 and 4.01 of the Plan, and
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 to a
committee designated by the Board, at such intervals as shall be specified by the Board of such
designated committee, with regard to the matters for which it is responsible under the Plan.



     7.03 No Committee member shall be entitled to act on or decide any matters relating solely to
such Committee member or any of his rights or benefits under the Plan.



     7.04 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 Committee member in any
jurisdiction.



     7.05 All claims for benefits under the Plan shall be submitted in writing to the Chairman of
the Committee. Written notice of the decision on each such claim shall be furnished with reasonable
promptness to the Participant or other claimant (the “claimant”). The claimant may request a
review by the Committee of any decision denying the claim in whole or in part. Such request shall
be made in writing and filed with the Committee within 30 days of such denial. A request for
review shall contain all additional information which the claimant wishes the Committee to
consider. The Committee 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 Committee’s 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.



     7.06 All expenses incurred by the Committee in its administration of the Plan shall be paid by
the FHLBank.



-18-









 





ARTICLE VIII. AMENDMENT AND TERMINATION




     8.01 Amendment by the Board of Directors. This Plan may be amended or modified at any time,
in whole or in part, by the action of the Board of Directors without the consent of the Committee,
any Participant, Beneficiary, or other person; provided, however, that: (i) no amendment or
modification shall be effective to decrease or restrict the value of a Participant’s vested
Benefits in existence at the time the amendment or modification is made, calculated as if the
Participant had experienced a Separation From Service as of the effective date of the amendment or
modification or, if the amendment or modification occurs after the date upon which the Participant
was eligible to Retire, the Participant had Retired as of the effective date of the amendment or
modification. The amendment or modification of the Plan shall not have a material adverse effect
on any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan
as of the date of the amendment or modification; provided, however, that the FHLBank, in its sole
discretion, may amend the Plan in order to cause the provisions of the Plan relating to
Non-Grandfathered Benefits to comply with the requirements of Section 409A of the Code and the
provisions of the Plan relating to Grandfathered Benefits to remain beyond the scope of the types
of compensatory arrangements that are subject to the requirements of Section 409A of the Code. If
any amendment to the Plan would cause a Participant to be subject to a tax penalty under Section
409A of the Code, such amendment shall be deemed modified in such manner as to render the Plan
exempt from, or compliant with, the requirements of Section 409A and to effectuate as nearly as
possible the original intention of the FHLBank. Notwithstanding the foregoing, no amendment to the
Plan or transaction having the effect of an amendment to this Plan (such as a Plan merger, spinoff
or similar transaction) shall be effective if it: provides that assets may be set aside (directly
or indirectly) in a trust or other arrangement for purposes of paying benefits under this Plan and
such assets (or trust or other arrangement) are located outside the United States or are
subsequently transferred outside of the United States, permits or otherwise results in the
acceleration of the payment of any benefits provided under this Plan in violation of Section 409A,
or except as permitted by regulations or other IRS guidance, materially enhances a benefit or right
existing as of October 3, 2004 or adds a new material benefit or right and such material
enhancement or addition affects deferred amounts earned and vested in taxable years beginning
before January 1, 2005 (i.e., Grandfathered Benefits).



     8.02 Amendment by the Committee. The Committee may adopt any amendment or take any other
action which may be necessary or appropriate to facilitate the administration, management and
interpretation of the Plan or to conform the Plan thereto, provided any such amendment or action
does not have a material effect on the then currently estimated cost to the FHLBank of maintaining
the Plan.



     8.03 Plan Termination. With respect to benefits attributable to Non-Grandfathered Benefits,
the following rules shall apply:



          (a) Upon the termination of the Plan, the benefits attributable to Non-Grandfathered Benefits
will be paid in accordance with terms of this Plan as if no Plan




-19-









 




termination had occurred, neither the time nor the schedule of any payment or amount scheduled
to be paid under the Plan may be permitted to be accelerated, and the elected deferral amount shall
continue to be withheld in accordance with Article IV except as provided in Section 8.03(b) below.




          (b) The FHLBank shall have the right, in its sole discretion, to accelerate the time or
schedule of any payment or amount scheduled to be paid to Participants under the Plan attributable
to Non-Grandfathered Benefits without a premium or prepayment penalty with respect to such benefits
(including the acceleration of the time or schedule of payments to a Participant or Beneficiary
whose benefits are being paid under the Plan as of the date of termination), in which case such
Participants shall be excused from fulfilling their deferred commitments that would otherwise have
been withheld during the remainder of the year in which the FHLBank terminated the Plan or a
subsequent year, where the right to the payment arises due to a termination of the Plan in
accordance with one of the following:




               (i) In the case the FHLBank terminates and liquidates the Plan within twelve months of a
corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court
pursuant to 11 U.S.C. § 503(b)(1)(A), provided that the amounts deferred under the Plan that are
attributable to Non-Grandfathered Benefits are included in the gross incomes of the Participants in
the latest of the following years (or if earlier, the taxable year in which the amount is actually
or constructively received): the calendar year in which the Plan termination and liquidation
occurs; the first calendar year in which the amount is no longer subject to a substantial risk of
forfeiture (within the meaning of Code Section 409A); or the first calendar year in which the
payment is administratively practicable.



               (ii) In the case the Plan is terminated and liquidated pursuant to irrevocable action taken by
the FHLBank within the 30 days preceding or the twelve months following a change in control event
(as defined in Code Section 409A and the final regulations promulgated thereunder), provided that
irrevocable action is taken by the FHLBank within the same time frame and with respect to all
substantially similar agreements, methods, programs, and other arrangements sponsored by the
FHLBank are terminated and liquidated, so that those agreements, methods, programs, and other
arrangements are terminated and liquidated.



               (iii) In the case the Plan is terminated and liquidated provided that: the termination and
liquidation does not occur proximate to a downturn in the financial health of the FHLBank; the
FHLBank terminates and liquidates all agreements, methods, programs, and other arrangements
sponsored by the FHLBank that would be aggregated with any terminated and liquidated agreements,
methods, programs, and other arrangements under §1.409A-1(c) if the same Participant had deferrals
of compensation under all of the agreements, methods, programs, and other arrangements that are
terminated and liquidated; no payments in liquidation of the Plan are made within twelve months of
the date FHLBank takes all necessary action to irrevocably terminate and liquidate the Plan other
than payments that would be payable under the terms of the Plan if the action to terminate and
liquidate the Plan had not



-20-









 




occurred; all payments are made within 24 months of the date the FHLBank takes all necessary
action to irrevocably terminate and liquidate the Plan; and the FHLBank does not adopt a new plan
that would be aggregated with any terminated and liquidated plan under §1.409A-1(c) if the same
Participant participated in both plans, at any time within three years following the date the
FHLBank takes all necessary action to irrevocably terminate and liquidate the Plan.




               (iv) The Plan is terminated under such other events and conditions as the Commissioner of the
Internal Revenue Service may prescribe in generally applicable guidance published in the Internal
Revenue Bulletin.



     8.04 The FHLBank may not terminate the Plan and make distributions to a Participant due solely
to a change in the financial health of the FHLBank. This provision shall apply to both
Grandfathered and Non-Grandfathered accounts and benefits.



ARTICLE IX. GENERAL PROVISIONS




     9.01 Successors and Assigns. The Plan shall be binding upon and inure to the benefit of the
FHLBank and its successors and assigns and the Participants, and the successors, assigns,
designees, and estates of the Participants. 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 FHLBank, but nothing in the Plan shall preclude the FHLBank 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 FHLBank hereunder. The FHLBank agrees that it
will make appropriate provision for the preservation of Participants’ rights under the Plan in any
agreement or plan which it may enter into to effect any merger, consolidation, reorganization or
transfer of assets. In such a merger, consolidation, reorganization, or transfer of assets, and
assumption of Plan obligations of the FHLBank, the term “bank” or “FHLBank” shall refer to such
other bank and the Plan shall continue in full force and effect.



     9.02 No Right to Employment. Neither the Plan nor any action taken thereunder shall be
construed as giving to a Participant the right to be retained in the employ of the FHLBank or as
affecting the right of the FHLBank to dismiss any Participant from its employ.



     9.03 Taxes. The FHLBank 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. The FHLBank shall file or cause to be filed all information returns
required by applicable law to be filed with respect to such payments.



     9.04 Nonassignability. Except as provided in Section 9.19, “Court Order”, neither a
Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder,



-21-









 







or any part thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy
or insolvency or be transferable to a spouse as a result of a property settlement or otherwise,
except as provided in Section 9.19, “Court Order”.



     9.05 Incapacity of Participant or Beneficiary. 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, accident or is a minor, or has died, then any payment, or any part thereof, due to such
person or his estate (unless a prior claim therefor has been made by a duly appointed legal
representative), may, if the Committee is so inclined, be paid to such person’s spouse, 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
FHLBank therefor.



     9.06 Communications. In general, all elections, designations, requests, notices,
instructions, and other communications from a Participant, 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. If a Participant’s Election Form contains limitations
that are not in this Plan instrument, the FHLBank may only amend or terminate such provisions with
the written consent of the Participant; provided that no such limitation will cause the Plan or
amounts subject to the Election to fail to satisfy, or be exempt from, the requirements under
Section 409A of the Code. The provisions of this Section shall prevail over any such limitation.
The full payment of the Participant’s vested Benefits under the Plan shall fully and completely
discharge the FHLBank and the Committee from all further obligations to a Participant and his or
her Beneficiaries under this Plan and the Participant’s participation in the Plan shall terminate.



     9.07 Benefits Additional to Other Benefits. The benefits payable under the Plan shall be in
addition to all other benefits provided for employees of the FHLBank and shall not be deemed salary
or other compensation by the FHLBank for the purpose of computing benefits to which a Participant
may be entitled under any other plan or arrangement of the FHLBank.



     9.08 Liability of Committee members. No Committee member shall be personally liable by reason
of any instrument executed by him or on his behalf, or action taken by him or her, in his or her
capacity as a Committee member nor for any mistake of judgment made in good faith. The FHLBank
shall indemnify and hold harmless each Committee member and each employee, officer, or director of
the FHLBank, to whom



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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 FHLBank) arising out of anything done or omitted to be done in
connection with the Plan, unless arising out of such person’s fraud or bad faith.




     9.09 Captions. The captions preceding the 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.



     9.10 Status of Plan. For purposes of federal income taxation, the Plan is intended to be a
plan that is not qualified within the meaning of Code Section 401(a) and the benefits attributable
to Non-Grandfathered Benefits are intended to be subject to and to comply with the requirements of
Code Section 409A and the benefits attributable to the Grandfathered Benefits are intended to be
outside the scope of and exempt from the requirement of Code Section 409A. The Plan shall be
interpreted, operated and administered in a manner consistent with that intent.



     9.11 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and
assigns shall have no legal or equitable rights, interests or claims in any property or assets of
the FHLBank. For purposes of the payment of benefits under this Plan, any and all of the FHLBank’s
assets shall be, and remain, the general, unpledged unrestricted assets of the FHLBank. The Bank’s
obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in
the future.



     9.12 Employer’s Liability. The FHLBank shall not have an obligation to a Participant under
the Plan except as expressly provided in the Plan and a Participant’s Election Form.



     9.13 Furnishing Information. A Participant or his or her Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and take such other
actions as may be requested in order to facilitate the administration of the Plan and the payments
of benefits hereunder, including but not limited to taking such physical examinations as the
Committee may deem necessary.



     9.14 Venue. Any legal actions, suits or proceedings pertaining to this Plan shall be brought
in the courts of Ohio (whether federal or state) and by execution of the Election Form, the
Participant on his or her behalf and on behalf of his or her Beneficiaries, persons claiming to be
a Beneficiary or any other persons who claim to derive a benefit under this Plan by reference to
the Participant hereby irrevocably submits to the exclusive jurisdiction of said courts. The
Participant on his or her behalf and on behalf of his or her Beneficiaries, persons claiming to be
a Beneficiary or any other persons who claim to derive a benefit under this Plan by reference to
the Participant hereby waives, to the fullest extent permitted by law, any objections he or she,
his or her Beneficiaries or any such persons may now or hereafter have to the laying of venue in
any suit, action or proceeding hereunder in any court, as well as any



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right he or she, his or her Beneficiaries or any such persons may now or hereafter have to
remove any such suit, action or proceeding once commenced to another court in any jurisdiction on
the grounds of forum non conveniens or otherwise.




     9.15 Notice. Any notice or filing required or permitted to be given to the Committee under
this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified
mail, to the address below:



Personnel Committee

Federal Home Loan Bank of Cincinnati

221 East Fourth Street, Suite 1000

Cincinnati, Ohio 45202



Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or certification.



Any notice or filing required or permitted to be given to a Participant under this Plan shall be
sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the
Participant.




     9.16 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant
who has predeceased the Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such spouse’s will, nor
shall such interest pass under the laws of intestate succession. The interest and benefits
hereunder of a spouse of a Participant who has not predeceased the Participant shall not be
transferable by such spouse’s disclaimer.



     9.17 Reformation of Non-Compliant Section 409A Provision; Severability. In the event that any
provision of this Plan or an Election Form would cause a Participant to be subject to a tax penalty
under Section 409A of the Code, such provision shall be deemed reformed in a manner that renders
the Plan exempt from, or compliant with, the requirements of Section 409A and preserves as nearly
as possible the original intention of the provision. In case any provision of this Plan shall be
declared illegal or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof, but shall be fully severable and this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted herein.



     9.18 Incompetent. If the Committee determines in its discretion that a benefit under this
Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling
the disposition of that person’s property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such minor, incompetent or
incapable person. The Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as
the case may be, and shall be a complete discharge of any liability under the Plan for such payment
amount.



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     9.19 Court Order. The Committee is authorized to make any payments directed by court order in
any action in which the Plan or the Committee has been named as a party. In addition, if a court
determines that a spouse or former spouse of a Participant has an interest in the Participant’s
benefits under the Plan in connection with a property settlement or otherwise, the Committee, in
its sole discretion, shall have the right, notwithstanding any election made by a Participant, to
immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under
the Plan to that spouse or former spouse as may be necessary to fulfill a domestic relations order
(as defined in Code Section 414(p)(1)(B)).



     9.20 Distribution in the Event of Taxation under Section 409A. If, for any reason, all or any
portion of a Participant’s benefits under this Plan becomes taxable to the Participant prior to
actual receipt because the Plan fails to meet the requirements of Code Section 409A, a Participant
may request that portion of his or her benefit that is required to be included in income as a
result of such failure be distributed. Following the Committee’s approval of such request, the
FHLBank shall distribute to the Participant immediately available funds in an amount equal to the
portion of his or her benefit that is required to be included in income as a result of the failure
of the Plan to meet the requirements of Section 409A (which amount shall not exceed a Participant’s
unpaid benefits under the Plan). If the request is approved, this distribution upon inclusion
under Section 409A shall be made within 90 days of the date when the Participant’s request is
approved. Such a distribution shall affect and reduce the benefits to be paid under this Plan.



* * * *




     IN WITNESS WHEREOF, FEDERAL HOME LOAN BANK OF CINCINNATI has caused this amended and restated
Benefit Equalization Plan to be executed this 17th day of July, 2008.



	 	 	 	 	 
	 	 	FEDERAL HOME LOAN BANK OF CINCINNATI
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	/s/ David H. Hehman	 	 
	 

	 	 	 	 
	 

	 	David H. Hehman           President	 	 







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