Benefit Equalization Plan

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 a71.409A-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 Se ...