DEFERRED COMPENSATION PLAN

Exhibit 10.1

THE FEDERAL HOME LOAN BANK

OF ATLANTA

DEFERRED COMPENSATION PLAN

(2009 REVISION)

Effective as of

January 1, 2009

TABLE OF CONTENTS

FEDERAL HOME LOAN BANK OF ATLANTA

DEFERRED COMPENSATION PLAN

ARTICLE ONE

Purpose and Adoption of Plan

1.01 The Federal Home Loan Bank of Atlanta (the "Bank") previously established individual agreements ("Individual Agreements") with certain members of the Board of Directors of the Bank, as well as certain executives of the Bank, in order to permit such persons to defer the receipt of compensation received from the Bank. Each person with an Individual Agreement is listed on Appendix A to this Plan.

Effective as of January 1, 2009, each of the Individual Agreements shall be subsumed within and replaced by this Plan document. The Bank’s intent in replacing each of the Individual Agreements with this Plan is not to change any of the substantive features of the Individual Agreements, except to the extent necessary to add provisions necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, or to add provisions as may be permitted under guidance issued under Code Section 409A. As permitted under guidance issued under Code Section 409A, the Plan does not contain provisions retroactive to the effective date of Section 409A (January 1, 2005), but the Individual Agreements have complied with Section 409A and guidance thereunder since the effective date of such legislation.

1.02 The Plan is designed to permit directors of the Bank and a select group of management or highly compensated Employees of the Bank who contribute materially to the continued growth, development and future business success of the Bank to voluntarily defer a portion of their compensation.

ARTICLE TWO

Definitions

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

2.01 "Account" means the account established and maintained under the Plan to record the contributions deemed to be made by the Member, as well as the change in value attributable to the deemed gains and losses thereon, all as described hereafter. For a Member who maintained an Individual Agreement prior to January 1, 2005, the Account includes both a Grandfathered Account and a Section 409A Account.

2.02 "Adoption Date" means January 1, 2009.

2.03 "Bank" means the Federal Home Loan Bank of Atlanta.

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2.04 "Base Pay" shall mean, with respect to each Member, his regular base pay for a given payroll period, without reduction for Section 401(k), Section 125, or other pay reductions, and without regard to qualified plan limits under Code Section 401(a)(17).

2.05 "Beneficiary" means the beneficiary or beneficiaries designated in accordance with the Plan to receive the benefit, if any, payable upon the death of a Member of the Plan.

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

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

2.08 "Committee" means the Governance and Compensation Committee or any successor committee appointed by the Board of Directors to administer the Plan.

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

2.10 "Director" means a member of the Board of Directors of the Bank.

2.11 "Eligible Executive" means (1) an officer of the Bank who holds the title of Senior Vice President or higher, or (2) an officer of the Bank who had an Individual Agreement with the Bank as of December 31, 2008, and is listed on Appendix A.

2.12 "Entry Date" shall mean the first day of the calendar month next following or coinciding with the date on which an Eligible Executive or Director is designated by the Committee as eligible for the Plan.

2.13 "Grandfathered Account," if applicable, means the value of the Member’s benefit under his Individual Agreement on December 31, 2004, together with earnings to such benefit thereafter, and is exempt from Code Section 409A. Pursuant to the transition rules and relevant guidance under Code Section 409A, the Plan allows for a Special Distribution Election (as defined in Section 4.01(c)); however, as set forth in Section 4.01(c), the Special Distribution Elections are subject to the Bank not receiving an objection from the Federal Housing Finance Agency by January 7, 2009. If the Federal Housing Finance Agency does not object to the Special Distribution Election provisions of Section 4.01(c) by January 7, 2009, a Member’s entire Account shall become subject to Code Section 409A.

2.14 "Incentive Award" shall mean, with respect to each Member, any annual incentive compensation paid by the Bank, without reduction for Section 401(k), Section 125, or other pay reductions, and without regard to qualified plan limits under Code Section 401(a)(17).

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2.15 "Individual Agreement" shall mean an individual deferred compensation agreement between the Bank and an individual listed on Appendix A to this Plan, which was entered into prior to the Adoption Date of this Plan.

2.16 "Investment Election" shall mean the Member’s election to have his Account invested pursuant to Section 4.03.

2.17 "Member" means any person included in the membership of the Plan.

2.18 " Plan Year" shall mean the calendar year.

2.19 "Section 409A Account" shall mean the value of the Member’s Account, minus the value of the Member’s Grandfathered Account. The Section 409A Account shall be subject to Code Section 409A and applicable guidance thereunder.

2.20 "Separation from Service" means separation from service as determined under Code Section 409A and applicable guidance thereunder.

ARTICLE THREE

Eligibility

3.01 The Committee shall determine which individuals or groups of employees shall be eligible to participate in the Plan. Participation shall be limited to (i) Directors: and (ii) Eligible Executives.

ARTICLE FOUR

Deferral of Compensation by Member

4.01 A Member who is an Eligible Executive may elect to defer a specified percentage of his or her Base Pay and Incentive Award. A Member who is a Director may elect to defer a specified percentage of his compensation. In all cases, the minimum annual amount deferred shall be $10,000. A Member’s elections shall be made in accordance with the following provisions:

(a) The Committee or its delegate shall provide each Member with a Deferral Agreement at least 30 days prior to the commencement of the calendar year in which the services giving rise to the compensation will be rendered. Each Member shall execute and deliver the Deferral Agreement to the Committee no later than the last business day preceding the calendar year in which the services giving rise to such compensation will be rendered.

Notwithstanding the foregoing, to the extent that the Participant’s Incentive Award constitutes "performance-based compensation" as defined in Treasury Regulation Section 1.409A-1(e), a Member may execute and deliver a Deferral Agreement with respect to such Incentive Award after the beginning of the performance period for such Incentive Award, but no later than six months before the end of the performance period, and provided further that in no event may a Deferral Agreement be executed and delivered after such compensation has become readily ascertainable.

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Also notwithstanding the above, provided the Eligible Executive or Director does not already participate in a deferred compensation plan of the Bank that is considered to be the same type of plan as this Plan under the plan aggregation rules contained in Treasury Regulation 1.409A-1(c)(2), a Director or an Eligible Executive who becomes eligible to participate during a calendar year may execute a Deferral Agreement with respect to his Base Pay within 30 days of the date he becomes eligible to participate, provided that such Deferral Agreement shall only apply to Base Pay earned by the Member in the payroll periods beginning on or after the date such Deferral Agreement is submitted to the Committee.

(b) The Deferral Agreement shall provide for distribution elections with respect to the Grandfathered Account and the Section 409A Account. A Member may make different distribution elections with respect to deferrals made during each calendar year, and/or groups of calendar years.

(c) Notwithstanding anything herein to the contrary (including the provisions of Section 4.05), and as permitted under the transition rules and relevant guidance under Code Section 409A, a Member may elect, in the form and manner required by the Committee, to change the Member’s previously elected time and form of payment with respect to any Deferral Agreement or Individual Agreement applicable to services performed through and including December 31, 2008 (the "Special Distribution Election") in accordance with this Section 4.01(c). If a Member chooses to make a Special Distribution Election, the Member shall receive a lump sum distribution of applicable amounts on March 2, 2009. If a Special Distribution Election form is not timely submitted prior to December 31, 2008 (or such earlier date as determined by the Committee), the Member’s existing deferral elections shall remain unchanged. This Section 4.01(c) is conditioned upon the Federal Housing Finance Agency not objecting to it by January 7, 2009. If, by January 7, 2009 the Federal Housing Finance Agency objects to the use of this Special Distribution Election, then no Special Distribution Elections, whether or not already submitted, shall become effective and the value of each Member’s benefit under his Individual Agreement on December 31, 2004, together with earnings to such benefit thereafter shall remain grandfathered and exempt from Code Section 409A.

All individuals with an Account balance as of December 31, 2008 shall be eligible for this Special Distribution Election regardless of whether such individual is currently receiving annual installment payments, whether such individual has not yet begun to receive benefit distributions, or whether the individual is an active employee or director or has already ceased service to the Bank.

(d) A Member’s election on his Deferral Agreement of the rates at which he authorizes deferrals under Section 4.01(a) shall be irrevocable for the calendar year for which the deferral is elected. Notwithstanding the foregoing, a Member may, in the event

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of an unforeseeable emergency which results in severe financial hardship, request a suspension of his salary deferrals under the Plan. The request shall be made in a time and manner determined by the Committee. The suspension shall be effective with respect to the portion of the calendar year remaining after the Committee’s determination that the Member has incurred a severe financial hardship. The Committee shall apply standards, to the extent applicable, identical to those described in Section 4.07 in making its determination.

4.02 The Committee shall maintain an Account on the books and records of the Bank for each Member by reason of amounts credited under Section 4.01. The deferrals of a Member under Section 4.01 shall be credited to the Member’s Account as soon as practical after the date that the compensation reduced under Section 4.01 would otherwise have been paid to such Member.

4.03 In addition to the amounts described in Section 4.02, the Account of a Member shall be credited from time to time with deemed investment gains and losses based upon such hypothetical investment options as the Committee shall announce to Members from time to time. A Member may request how his Account shall be allocated among such investment options in increments of not less than one percent (1%), but the Committee or its delegate may in its sole discretion override any such request, and, if so, the Committee or its delegate may allocate such funds in a different manner. A Member may make investment requests on a daily basis, using such electronic or other me