Thrift Plan Benefit Equalization Plan

EXHIBIT 10.9

FEDERAL HOME LOAN BANK OF SEATTLE

THRIFT PLAN BENEFIT EQUALIZATION PLAN Originally Effective as of

July 1, 1994

Amended Effective as of

January 1, 2005,

Except as Otherwise

Stated Herein

THRIFT PLAN BENEFIT EQUALIZATION PLAN

INTRODUCTION

The adoption of this Thrift Plan 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 are equivalent to the matching contributions and 401(k) contributions which would have been available under the qualified defined contribution Thrift Plan, as adopted by the Employer (the " Thrift Plan" ), but for the limitations placed on benefits for such employees by Sections 401(a) (17), 401(k)(3)(A)(ii), 401(m), 402(g) and 415 of the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto (" Code" ). This Plan is intended to provide benefits in excess of the limitations on benefits imposed by the Code 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 Thrift Plan.

Article 1. Definitions When used in the Plan, the following terms shall have the following meanings: 1.01 " Account" means the recordkeeping account maintained hereunder to record the contributions deemed to be made by the Member and the Employer, as well as the increase or loss in value attributable to the earnings thereon, all as described hereafter.

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

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 " 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 limitations on 401(k) 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.

1.07 " Committee" means the Thrift Plan Benefit Equalization Plan Committee appointed by the Board of Directors to administer the Plan.

1.08 " Compensation" means, for purposes of this Plan, an Employee' s total salary or wages from the Employer, before any salary reduction contributions to the Employer' s 401(k) Plan, to the Employer' s Internal Revenue Code Section 125 flexible benefits plan, to the Employer' s Internal Revenue Code Section 132(f) qualified transportation fringe benefits plan, and to this Plan, but excluding any Employer contributions to this Plan, Employer contributions to any similar retirement plan, and payments by the Employer (other than Section 125 contributions) on account of medical, disability and life insurance.

Compensation also includes bonuses, if the Member makes a separate irrevocable deferral election to defer a percentage of a bonus no later than June 30 of the applicable calendar year performance period, even though that bonus will not be payable until the next calendar year, and by March 15, 2005 for the 2004 calendar year performance period.

1.09 " Effective Date" of this amended and restated Plan is January 1, 2005, except as otherwise specifically provided herein. The Plan' s original Effective Date was July 1, 1994.


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This Plan has been amended and restated as of January 1, 2005 to comply with Code Section 409A and applicable regulations. 1.10 " Employer" means the Federal Home Loan Bank of Seattle. 1.11 " Member" means a Highly-Compensated Employee of the Employer, as that term is defined in the Thrift Plan, who has been selected to be a Member by the Board of Directors. Notwithstanding the foregoing, effective January 1, 2007, the Board designates as an eligible Member any employee whose Compensation will exceed the limit on eligible compensation for a Plan Year under Code Section 401(a)(17), regardless of whether that employee is treated as a Highly-Compensated Employee under Code Section 414(q); provided, however, that any previous designation of an eligible Member by the Board shall remain in effect to the extent that such designation has not been previously revoked by the Board.

1.12 " Plan" means the Federal Home Loan Bank of Seattle Thrift Plan Benefit Equalization Plan, as set forth herein and as amended from time to time, plus any administrative rules and regulations adopted by the Committee. 1.13 " Plan Year" means the calendar year.

1.14 " Thrift Plan" means the qualified defined contribution Thrift Plan and trust under Sections 401(a) and 501(a) of the Code, 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 Thrift Plan shall be enrolled as a Member of this Plan for the purposes of Article 3 on the latest of (i) the date on which he is eligible to make an elective contribution under the Thrift Plan, (ii) the date he is selected as a Member by the Board of Directors, or (iii) July 1, 1994. 2.02 If a Member is no longer entitled to participate in the Thrift Plan and to make any contributions to the Thrift Plan, 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.

2.04 No employee shall have the automatic right to be selected as a Member. Once selected as a Member, the employee shall remain a Member each year unless removed by action of the Board of Directors. If an employee ceases to be a Member but continues to be employed by the Employer, he shall not be eligible to defer any further portion of his compensation under Sections 3.01, 3.02 or 3.03 until he shall again become a Member.

Article 3. Amount and Payment of Benefits

3.01 Annually on or before December 31, a Member may elect to defer an amount of his compensation for the next calendar year. The amount deferred may not exceed an amount that is determined annually by the Committee in its sole discretion and that is communicated to


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the Member during December of the year preceding the calendar year in which the compensation is deferred. The election shall be in writing, on a form provided by the Committee, and shall be irrevocable as to any compensation payable in the next calendar year. Any change of election with respect to future years' Compensation must be filed with the Committee prior to the end of the calendar year preceding the calendar year in which the change is to take effect.

Notwithstanding the previous paragraph, a new Member may elect to defer the receipt of a portion of his Compensation payable for services performed after the date of such election during the remainder of the calendar year of eligibility in an amount not to exceed the amount determined by the Committee as described in the preceding paragraph. That election must be made in writing within 30 days after the Member is notified of his eligibility to participate in this Plan, and shall be irrevocable as to any Compensation payable for services performed after the date of such election during the remainder of that calendar year.

The amount deferred by the Member pursuant to this Section 3.01 shall be withheld from the Member' s Compensation each month in such percentages as the Member designates on an election form completed by December 31 for each month in the next calendar year. The Member may designate different percentages for each such month, if he or she wishes. Notwithstanding the foregoing, a Member may elect to make a separate deferral election with respect to bonuses, if that irrevocable election to defer a percentage of a bonus is made no later than June 30 of the applicable calendar year performance period, even though that bonus will not be payable until the next calendar year, and by March 15, 2005 for the 2004 calendar year performance period. 3.02 A Member annually may make an additional irrevocable election within the time period described in Section 3.01 (on or before December 31 for the next calendar year) to contribute an additional amount of his Compensation to the Employer' s Thrift Plan for the next calendar year. The amount subject to such election shall be equal to the lesser of (a) the maximum amount of additional elective contributions that could be made to the Employer' s Thrift Plan for the next calendar year on his or her behalf under the average deferral percentage test and subject to the limitation on elective deferrals under Internal Revenue Code Section 402(g), or (b) his or her Compensation deferred under this Plan for the next calendar year. If a Member makes that election, the amount subject to the election shall be available in cash to the Member as soon as is practicable after the end of the applicable calendar year, but in no event later than March 15 of the year following ...