FEDERAL HOME LOAN BANK OF DALLAS SPECIAL NON-QUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.1

Federal Home Loan Bank of Dallas

Form of Special Non-Qualified Deferred Compensation Plan

(Amended and Restated Effective: January 1, 2009)

FEDERAL HOME LOAN BANK OF DALLAS
SPECIAL NON-QUALIFIED DEFERRED COMPENSATION PLAN

Table Of Contents

FEDERAL HOME LOAN BANK OF DALLAS
SPECIAL NON-QUALIFIED DEFERRED COMPENSATION PLAN

     The Board of Directors of the Federal Home Loan Bank of Dallas adopted the retirement plan entitled the “FEDERAL HOME LOAN BANK OF DALLAS SPECIAL NON-QUALIFIED DEFERRED COMPENSATION PLAN” effective January 1, 2003. As a result of the enactment of Code Section 409A and other proposed changes, the Board has determined that it is necessary to amend and restate the Plan effective January 1, 2009.

ARTICLE I
NAME AND PURPOSE OF PLAN

     1.1 Name of Plan . This Plan shall be hereafter known as the FEDERAL HOME LOAN BANK OF DALLAS SPECIAL NON-QUALIFIED DEFERRED COMPENSATION PLAN.

     1.2 Purpose . The purpose of the Plan is to provide supplemental retirement benefits for the Participants in accordance with the terms of the Plan.

ARTICLE II
DEFINITIONS

     The words and phrases defined in this Article have the following meanings throughout this plan document:

     2.1 Account . “Account” means the separate account established for each Participant. The balance of the Account reflects all Contributions described in Article IV, expense charges, and Investment Performance allocated to the Account in the manner described in Article V.

     2.2 Base Salary . “Base Salary” means the Participant’s annualized gross rate of salary paid before any deductions of any kind whatsoever excluding overtime, bonuses, commissions and other extraordinary compensation.

     2.3 Bank . “Bank” means the Federal Home Loan Bank of Dallas, an instrumentality of the United States government.

     2.4 Beneficiary . “Beneficiary” means the individual, trustee, or estate designated by the Participant to receive the Participant’s Benefit in the event of his death.

     2.5 Benefit . “Benefit” means the balance in the Participant’s Account.

     2.6 Board . “Board” means The Board of Directors for the Federal Home Loan Bank of Dallas.

     2.7 Code . “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code includes not only the section but any comparable section or sections of any future legislation that amends, supplements, or supersedes the section.

     2.8 Contributions . “Contributions” mean contributions by the Bank under this Plan to Participant Accounts, as provided by Article IV.

     2.9 Disabled or Disability . “Disabled or Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months. The Committee shall determine whether the Participant meets this criteria in accordance with Section 409A of the Code. Provided, a Participant will be deemed to be Disabled if the Participant becomes eligible to receive disability benefits under the long-term disability benefit plan sponsored by the Bank.

     2.10 Effective Date . “Effective Date” means January 1, 2009, which is the Effective Date of the amended and restated Plan.

     2.11 Employee . “Employee” means any employee of the Bank who is performing services for the Bank and is receiving compensation for such services.

     2.12 Group One Participants . “Group One Participants” means Employees who are so designated by the Board.

     2.13 Group Two Participants . “Group Two Participants” means Employees who are so designated by the Board.

     2.14 Group Three Participants . “Group Three Participants” means Employees who are so designated by the Board.

     2.15 Investment Performance . “Investment Performance” means the earnings or losses attributable to the contributions as more specifically described in Article V.

     2.16 Normal Retirement Age . “Normal Retirement Age” shall mean the sixty-second (62 ^nd ) birthday of the Participant and it is the earliest age at which benefit payments can commence unless preceded by the Participant’s Disability or Death.

     2.17 Participant . “Participant” shall mean those employees of the Bank eligible to participate in the Plan who are selected by the Board to participate in the Plan.

     2.18 Plan . “Plan” means the Federal Home Loan Bank of Dallas Special Non-Qualified Deferred Compensation Plan.

     2.19 Plan Entry Date . “Plan Entry Date” means January 1, 2003 for the Participants identified on Exhibits “A,” “B” and “C” and such other date as specified by the Board with respect to any future Participants who are selected to participate in the Plan.

     2.20 Plan Year . “Plan Year” means the 12-consecutive-month period beginning on January 1 and ending on December 31 of each calendar year.

     2.21 Rule of 70 . “Rule of 70” means the date on which the sum of the Participant’s age and years of Bank service is at least 70.

     2.22 Separation from Service . An Employee incurs a “Separation from Service” upon termination of employment with the Bank. Whether a Separation from Service has occurred shall be determined by the Board in accordance with Code Section 409A.

     Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Bank and the Employee reasonably anticipated that the level of services to be performed by the Employee after a certain date would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence.

     An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first day immediately following the later of (i) the six-month anniversary of the commencement of the leave or (ii) the expiration of the Employee’s right, if any, to reemployment under Bank policy, contract or state/federal statute.

     2.23 Thrift Plan . The words “Thrift Plan” means the Pentegra Defined Contribution Plan for Financial Institutions as adopted by the Federal Home Loan Bank of Dallas

     2.24 Trustees, Trust, Trust Agreement, Trust Assets and Trust Fund . “Trustees” shall mean the Trustees, or their successors, named in that certain trust agreement (the “Trust Agreement”), dated as of the same date as this Plan, which governs the “Trust” styled: “Federal Home Loan Bank of Dallas Non-Qualified Deferred Compensation Trust,” being the trust which, in conjunction with this Plan, shall hold and invest Contributions made by the Bank under the Plan. The words “Trust Assets” and “Trust Fund” shall mean the assets held in the Trust. The Trust shall be a “grantor trust” as defined in Section 671 of the Code.

     2.25 Years of Credited Service . “Years of Credited Service” shall have the same definition and shall be calculated in the same manner as provided in the Thrift Plan.

ARTICLE III
ELIGIBILITY FOR PARTICIPATION

     3.1 Participation . The Group One Participants identified on Exhibit “A” attached hereto were eligible to participate in the Plan effective January 1, 2003 if they were employed by the Bank on June 30, 2003. Group Two Participants identified on Exhibit “B” attached hereto were eligible to participate in the Plan for the Plan Year ending December 31, 2003 provided they were (i) employed by the Bank on June 30, 2003, and (ii) were not eligible to receive a matching contribution by the Bank pursuant to the terms of the Thrift Plan as of December 31, 2002. Group Three Participants identified on Exhibit “C” attached hereto were eligible to participate in the Plan effective November 1, 2004. No other Employee shall ever become eligible to participate in this Plan unless the Board specifically selects such Employee for participation in the Plan.

     3.2 Cessation of Participation . Participants shall not be eligible to participate in the Plan if they are no longer employed by the Bank. Also, in the event a Participant’s Account is

reduced to zero due to forfeiture of the Participant’s unvested Account balance under Section 6.3, the Participant will no longer be eligible to participate in the Plan.

ARTICLE IV
CONTRIBUTIONS

     4.1 Contributions by the Bank . The Contributions to a Participant’s Account shall be made solely by the Bank and Contributions by Participants are not permitted. Contributions to a Participant’s Account will only be made in the sole discretion of the Board. Participants will be notified by the Bank of the amount of Contributions made in subsequent Plan Years.

     4.2 Recordkeeping . Records for each Participant under this Plan are maintained on the basis of the January 1 through December 31 Plan Year. At least once a Plan Year, the Bank will send the Participant a report summarizing the status of his Account. Similar reports or illustrations may be obtained by the Participant upon termination of employment or at any other time by writing directly to the Bank’s Director of Human Resources.

     4.3 Limitations . Notwithstanding anything to the contrary contained in this Plan, the obligation of the Bank to make Contributions is subject to the provisions relating to the amendment and termination of the Plan; provided that no amendment or termination will affect any obligation of the Bank to make Contributions with respect to any Plan Years before the date of such amendment or termination.

ARTICLE V
INVESTMENT FUNDS

     5.1 Investment Funds . Amounts contributed to the Trust representing Contributions to Group One Participant Accounts will be invested at the discretion of the Trustee during the period of Participant’s employment until Separation from Service. Following Separation from Service, Group One Participant Accounts will either be disbursed in a lump sum payment, or if installment payments are elected, be deposited into the Deferred Compensation Plan and invested based upon the investment election filed by the Group One Participant. During this period, Group One Participants will be permitted to select among the same investment alternatives offered under the Deferred Compensation Plan of the Federal Home Loan Bank of Dallas. Amounts contributed to the Trust representing Contributions to Group Two Participant Acco