Benefit Equalization Plan

Exhibit 10.24.2

FEDERAL HOME LOAN BANK OF CHICAGO

POST DECEMBER 31, 2004 BENEFIT EQUALIZATION PLAN

Effective January 1, 2005

Benefit Equalization Plan ARTICLE I DEFINITIONS 2 ARTICLE II MEMBERSHIP 3 ARTICLE III AMOUNT AND PAYMENT OF PENSION BENEFITS 4 ARTICLE IV AMOUNT AND PAYMENT OF THRIFT BENEFITS 5 ARTICLE V SOURCE OF PAYMENTS 8 ARTICLE VI DESIGNATION OF BENEFICIARIES 8 ARTICLE VII ADMINISTRATION OF THE PLAN 9 ARTICLE VIII AMENDMENT AND TERMINATION 10 ARTICLE IX GENERAL PROVISIONS 11

FEDERAL HOME LOAN BANK OF CHICAGO

POST DECEMBER 31, 2005

BENEFIT EQUALIZATION PLAN Effective January 1, 2005, the FEDERAL HOME LOAN BANK OF CHICAGO (the " Bank" ) established this Post December 31, 2005 Benefit Equalization Plan (the " Plan" ).

INTRODUCTION

The purpose of this Plan is to provide to certain employees of the Bank the benefits which would have accrued after December 31, 2004 under the Comprehensive Retirement Program of the Financial Institutions Retirement Fund (the " Retirement Fund" ), and benefits equivalent to the salary reduction contributions and matching contributions which would have been available under the Financial Institutions Thrift Plan (the " Thrift Plan" ), but for (i) the limitations placed on benefits and matching contributions for employees by Sections 401(a)(17), 401(k)(3)(A)(ii), 402(g) and 415 of the Internal Revenue Code of 1986, as amended, (ii) the amounts deferred under Sections 4.01 and 4.02 of this Plan from the definition of " Base Salary" under the Retirement Fund and the Thrift Plan; and (iii) amounts deferred from bonus and incentive compensation.

This Plan is intended to constitute a nonqualified unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA). All benefits payable under this Plan shall be paid solely out of the general assets of the Bank. No benefits under this Plan shall be payable by or from the Retirement Fund or its assets or the Thrift Plan or its assets.

ARTICLE I. DEFINITIONS

When used in the Plan, the following terms shall have the following meanings:

1.01" Account" means the account established and maintained hereunder to record the contributions deemed to be made by the Member and the Bank, as well as the increase in value attributable to the earnings thereon, all as described hereafter.

1.02" Actuary" means the independent consulting actuary retained by the Bank to assist the Committee in its administration of the Plan. 1.03" Adoption Date" means the date the Plan is adopted by the Board of Directors. 1.04" Bank" means the Federal Home Loan Bank of Chicago .

1.05" 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 Member of the Plan.

1.06" Board of Directors" means the Board of Directors of the Bank.

Benefit Equalization Plan 2 1.07" Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. 1.08" Code Limitations" means the cap on compensation taken into account by a plan under Code Section 401(a)(17), the limitations on salary deferral contributions necessary to meet the average deferral percentage (" ADP" ) test under Code Section 401(k)(3)(A)(ii), the limitations on employee and matching contributions necessary to meet the average contribution percentage (" ACP" ) test under Code Section 401(m), the dollar limitations on elective deferrals 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.

1.09" Committee" means the Personnel and Compensation Committee of the Board of Directors of the Bank, which is authorized to administer the Plan.

1.10" Deferral Agreement" means the agreement under which a Member elects to defer compensation under the Plan in accordance with the provisions of Section 4.01.

1.11" Effective Date" means January 1, 2005.

1.12" Eligible Executive" means an employee of the Bank who is a corporate officer and who has been selected to be an Eligible Executive by the Committee.

1.13" Member" means any person included in the membership of the Plan as provided in Article II. 1.14" Plan" means the Federal Home Loan Bank of Chicago Post December 31, 2004 Benefit Equalization Plan, as set forth herein or as it may be amended or restated from time to time.

1.15" Retirement Fund" means the Comprehensive Retirement Program of the Financial Institutions Retirement Fund, a qualified and tax-exempt defined benefit pension plan and trust under Sections 401(a) and 501(a) of the Code, as adopted and amended by the Bank.

1.16" Thrift Plan" means the Financial Institutions Thrift Plan, a qualified and tax-exempt defined contribution plan and trust under Sections 401(a) and 501(a) of the Code, as adopted and amended by the Bank.

ARTICLE II. MEMBERSHIP 2.01 Each Eligible Executive of the Bank shall become a Member of the Plan for purposes of Article III on the latest of (i) the date on which he is included in the membership of the Retirement Fund, (ii) the date he is selected as an Eligible Executive, or (iii) the Effective Date.

2.02

Each Eligible Executive of the Bank shall become a Member of the Plan for purposes of Article IV on the latest of (i) the date on which he is credited with an elective

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contribution under the Thrift Plan, (ii) the date he is selected as an Eligible Executive, or (iii) the Effective Date.

2.03 A benefit shall be payable under the Plan to or on account of a Member only upon the Member' s retirement, death or other termination of employment with the Bank, except as provided in Section 4.08.

2.04 No employee shall have the automatic right to be selected as an Eligible Executive for any year, or, having been selected as an Eligible Executive for one year, be considered an Eligible Executive for any other year. If a Member ceases to be an Eligible Executive but continues to be employed by the Bank, he shall not be eligible to defer any further portion of his compensation under Sections 4.01 or 4.02 until he shall again become an Eligible Executive, and the Member shall cease to accrue any further pension benefit under Section 3.01(a)(ii).

ARTICLE III. AMOUNT AND PAYMENT OF PENSION BENEFITS

3.01 The amount, if any, of the annual pension benefit payable to or on account of a Member pursuant to the Plan shall equal the excess of (a) over (b), as determined by the Committee, where:

(a) is the annual pension benefit (as calculated by the Retirement Fund on the basis of the " Regular Form" of payment, as defined in the Retirement Fund) that would otherwise be payable to or on account of the Member by the Retirement Fund if its provisions were administered:

(i) without regard to the Code Limitations;

(ii) with the inclusion in the definition of " Base Salary" for the year deferred of any amounts deferred by a Member under Sections 4.01 and 4.02 of this Plan;

(b) is the annual pension benefit (as calculated by the Retirement Fund on the basis of the Regular Form of payment) that is payable to or on account of the Member under the Retirement Fund.

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

3.02

The benefit payable to or on account of a Member pursuant to Section 3.01 shall be paid in the form as elected by the Member. A member may elect to receive the benefit in the form of a single lump sum, a 50% joint and survivor annuity, a 100% joint and survivor annuity with a ten year certain benefit or a life annuity with a ten year certain benefit. The Member shall also elect when such benefit shall begin, but not earlier than termination of employment with the Bank or later than age 70 1 / 2 . In the event a Member has failed to make the election required, the Member' s pension benefit payable under this

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Plan shall be payable to or on account of the Member in a single lump sum at termination of employment with the Bank. Such elections shall be made in accordance with the procedures established by the Committee. The Member' s benefit shall be of equivalent actuarial value to the benefit otherwise payable in the Regular Form under the Retirement Fund. For this purpose, equivalent actuarial value shall be determined by the Actuary under the same actuarial factors and assumptions then used by the Retirement Fund to determine actuarial equivalence under the Retirement Fund. 3.03 If a Member dies after the date his benefit payments under the Plan had commenced, the only death benefit payable under the Plan in respect of said Member shall be the amount, if any, payable under the form of payment which the Member had elected.

3.04 If a Member to whom an annual pension benefit is payable under the Plan dies while in active service or following retirement or other termination of employment but prior to the commencement of his benefit payment under this Plan, the only death benefit payable under the Plan in respect of said Member shall be the amount, if any, payable under the form of payment which the Member had elected with the adjustments provided under Section 3.01 above.

3.05 If a Member is restored to employment with the Bank, payment of any benefits shall cease. Upon his subsequent retirement or termination of employment with the Bank, his benefit under the Plan shall be recomputed in accordance with Section 3.01, but shall be reduced by the equivalent actuarial value of the amount of any benefit paid by the Plan in respect of his previous retirement or termination of employment, and such reduced benefit shall be paid to the Member in accordance with the provisions of the Plan. For purposes of this Section 3.05, the equivalent actuarial value of the benefit paid in respect of the Member' s previous retirement or termination of employment shall be determined by the Actuary utilizing for that purpose the same actuarial factors and assumptions then used by the Retirement Fund to determine actuarial equivalence under the Retirement Fund.

3.06 Notwithstanding any other provision of this Plan, if, on the date payment under the Plan would otherwise commence, the lump sum settlement value of a Member' s benefit determined by the Actuary does not exceed $5,000, or such other amount as may be determined under Section 411(a)(11) of the Code, then that Member' s benefit shall automatically be paid in the form of a lump sum settlement.

3.07 ...