Retirement Fund Benefit Equalization Plan

EXHIBIT 10.8

FEDERAL HOME LOAN BANK OF SEATTLE

RETIREMENT FUND BENEFIT EQUALIZATION PLAN Effective as of

November 23, 1991

Revised as of January 1, 2005

RETIREMENT FUND BENEFIT EQUALIZATION PLAN

INTRODUCTION

The amendment and restatement of this Retirement Fund Benefit Equalization Plan has been authorized by the Board of Directors of the Federal Home Loan Bank of Seattle (the " Employer" ) solely for the purpose of providing benefits to certain employees selected by the Employer, which benefits would have been payable under the Regulations governing the Comprehensive Retirement Program of the Financial Institutions Retirement Fund, as they may be from time to time amended and as adopted by the Employer, but for the limitations placed on benefits for such employee by Sections 401(a) (17) and 415 of the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto (" Code" ).

This Plan is intended both to provide benefits in excess of the limitations on benefits imposed by the Code and to provide certain other supplemental benefits for eligible employees whose benefits payable under this Plan shall be paid solely from the general assets of the Employer and/or a grantor trust established by the Employer to pay such benefits. No benefits under this Plan shall be payable from the assets of the Financial Institutions Retirement Funds. The Employer intends that this restated Plan will comply with Code Section 409A and will be administered and interpreted consistently with that intention.

ARTICLE 1. DEFINITIONS

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

1.01 " Actuary" means the independent consulting actuary retained by the Employer to assist the Committee in its administration of the Plan.

1.02 " Employer" means the Federal Home Loan Bank of Seattle.

1.03 " Beneficiary" means the beneficiary or beneficiaries designated in accordance with Article 5 of the Plan to receive the benefit, if any, payable upon the death of a Member of the Plan. 1.04 " Board of Directors" means the Board of Directors of the Employer. 1.05 " Committee" means the Retirement Fund Benefit Equalization Plan Committee appointed by the Board of Directors to administer the Plan.

1.06 " Effective Date" means January 1, 2008. The original Effective Date was November 23, 1991.

1.07 " Fund" means the Pentegra Defined Benefit Plan for Financial Institutions (formerly Financial Institutions Retirement Fund), a qualified and tax-exempt pension plan and trust under Sections 401(a) and 501(a) of the Code.

1.08 " Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

1.09 " Member" means a Highly-Compensated Employee of the Employer as that term is defined in the Fund who has been selected to be a Member by the Board of Directors. The Fund was closed to new members effective for employees hired on or after January 1, 2004.

1.10 " Plan" means Federal Home Loan Bank of Seattle Retirement Fund Benefit Equalization Plan, as set forth herein and as amended from time to time, plus any administrative rules adopted by the Committee.

1.11 " Pre-2005 Benefit Accruals" means the portion of the Member' s benefit under Section 3.01 that accrued prior to January 1, 2005, as determined by the Actuary. 1.12 " Regulations" means the Regulations governing the Comprehensive Retirement Program of the Fund as from time to time amended, and as adopted by the Employer.

ARTICLE 2. MEMBERSHIP 2.01 Each employee of the Employer who is selected as a Member in this Plan and who is included in the membership of the Fund shall be enrolled as a Member of the Plan on the date he is selected as a Member by the Board of Directors.

2.02 If the Member is no longer entitled to participate in the Fund, his membership in the Plan shall terminate on such date.

2.03 A benefit shall be payable under the Plan to or on account of a Member only upon the Member' s retirement, death or other termination of employment with the Employer.

ARTICLE 3. AMOUNT OF BENEFITS 3.01 The amount, if any, of the annual benefit payable to or on account of a Member pursuant to the Plan shall equal the excess of (i) over (ii), adjusted as provided in (iii), as determined by the Committee, where:

i. is the annual benefit (as calculated by the Fund on the basis of a lump sum form of Payment) that would otherwise be payable to or on account of the Member by the Fund on the first day of the month on or after the Member' s date of termination of employment under the Regulations if the provisions of the Regulations were administered without regard to the limitations imposed by Sections 401(a)(17) and 415 of the Code; and on the basis of salary unreduced by elective contributions under the Employer' s Thrift Plan Benefit Equalization Plan; and

ii. is the annual benefit (as calculated by the Fund on the basis of a lump sum form of payment ) that is or would be payable to or on account of the Member by the Fund on the first day of the month on or after the Member' s date of termination of employment under the Regulations after giving effect to any reduction of such benefit required by the limitations imposed by Sections 401(a)(17) and 415 of the Code;

iii. The lump sum resulting from i ii will be adjusted to an actuarial equivalent benefit in the form of payment elected by the Member pursuant to Section 4.2 if applicable and 4.3, or if none was elected in the Regular Form of payment, using the same actuarial factors and assumptions then used by the Fund to determine actuarial equivalence under the Regulations.

For the purposes of this Section 3.01, " annual benefit" includes any " Active Service Death Benefit" , " Retirement Adjustment Payment" , " Annual Increment" and " Single Purchase Fixed Percentage Adjustment" which the Employer elected to provide its employees under the Regulations. For purposes of this Section 3.01, the annual benefit as calculated by the Fund is determined on the basis of the definition of Salary included in the Fund' s qualified retirement plan document, which determines Salary before any salary reduction contributions to the Employer' s 401(k) Plan, to the Employer' s Internal Revenue Code Section 125 flexible benefits plan, and to the Employer' s Internal Revenue Code Section 132(f) qualified transportation fringe benefits plan.

3.02 For purposes of the Plan the " Regular Form" of payment means an annual benefit payable for the Member' s lifetime and the death benefit described in Section 3.04 below.

3.03 If a Member had elected an optional form of payment and dies after the date his benefit payments under the Plan had commenced, the only death benefit, if any, payable under the Plan in respect of said Member shall be the amount, if any, payable under the optional form of payment which the Member had elected under the Plan. If a Member had elected an optional form of payment and dies before the date his benefit payments under the Plan commence, the election of an optional form of benefit shall be inoperative.

3.04 Upon the death of a Member who had not elected an optional form of payment , or who died before his benefit payments under the Plan commenced, a death benefit shall be paid to the Member' s beneficiary in a lump sum equal to the excess, if any, of (i) over (ii), where i. is an amount equal to 12 times the annual benefit, if any, payable under Section 3.02 above, and ii. is the sum of the benefit payments, if any, which the Member had received under the Plan. 3.05 If a Member is restored to employment with the Employer after payment of his benefit under the Plan has commenced, all payments under the Plan shall thereupon be discontinued. Upon the Member' s subsequent retirement or termination of employment with the Employer, his benefit under the Plan shall be recomputed in accordance with Sections 3.01, 3.02, 3.03 and 3.04, but shall be reduced by the actuarial equivalent value of the amount of any benefit paid by the Plan in respect of his previous retirement or termination of employment, ...