EXHIBIT 10.13
FEDERAL HOME LOAN BANK OF
SEATTLE
DEFERRED COMPENSATION PLAN
FOR
THE BOARD OF
DIRECTORS
Originally Effective as
of
March 21,
1997
Amended Effective as
of
January 1,
2005
DEFERRED COMPENSATION PLAN
FOR
THE BOARD OF
DIRECTORS
INTRODUCTION
The adoption of this Deferred
Compensation Plan for Directors of the Federal Home Loan Bank of
Seattle has been authorized by the Board of Directors of the
Federal Home Loan Bank of Seattle.
This Plan will permit the Directors
to defer all or a certain portion of their Director’s Fees
earned in any calendar year.
Any Director’s Fees deferred
under this Plan shall be paid solely from the general assets of the
Bank at the time and in the manner provided in this
Plan.
Article 1.
Definitions
When used in the Plan, the following
terms shall have the following meanings:
1.01 “Account” or “Accounts”
means the record-keeping accounts maintained hereunder on the books
and records of the Bank to record the Director’s Fees
deferred by Directors, as well as the increase in value
attributable to interest earned thereon, all as described
hereafter.
1.02 “Bank” 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.
1.04 “Board of Directors” means the Board
of Directors of the Bank.
1.05 “Code” means the Internal Revenue
Code of 1986, as amended from time to time, or any successor
thereto.
1.06 “Director’s Fees” means any
fees earned by a Director of the Federal Home Loan Bank of
Seattle.
1.07 “Effective Date” of this amended and
restated Plan is January 1, 2005. The Plan’s original
Effective Date was March 21, 1997. The Plan has been amended
and restated to comply with Code Section 409A and applicable
regulations.
1.08 “Member” means a Director of the
Federal Home Loan Bank of Seattle.
1.09 “Plan Administrator” means the
Bank’s Vice President – Director of Strategy and
Administration, who will administer the Plan.
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1.10 “Plan” means the Federal Home Loan
Bank of Seattle Deferred Compensation Plan for Directors, as set
forth herein and as amended from time to time, plus any
administrative rules and regulations adopted by the
Committee.
1.11 “Plan Year” means the calendar
year.
Article 2.
Membership
2.01 Each Member who participates in this Plan shall
be enrolled as a Member of this Plan for the purposes of
Article 3 on the later of (i) the date of the first Board
of Directors meeting after his or her election or appointment to
the Board of Directors, or (ii) the first day of the calendar
month coinciding with or following March 21, 1997.
2.02 On the first day a Director is no longer a
member of the Board of Directors, his membership in the Plan shall
terminate.
Article 3. Payment of Deferred
Fees and Interest
3.01 Deferral Elections. Annually during the
month of December, a Member may irrevocably elect in writing on an
Adoption Agreement provided by the Plan Administrator to defer an
amount equal to all or a portion of his or her Director’s
Fees that would otherwise be payable in the following Plan
Year.
Notwithstanding the previous
paragraph, a Member who first becomes a Member on a date after
January 1 of a Plan Year may elect to defer receipt of all or
a portion of his or her Director’s Fees that would otherwise
be payable in the remainder of the initial Plan Year of eligibility
with respect to services to be performed subsequent to the date he
or she is enrolled as a Member. That election must be made in
writing within thirty (30) days after the date he or she
becomes a Member, and shall be irrevocable as to any
Director’s Fees payable in the remainder of that Plan
Year.
A Member’s Adoption Agreement
for the prior Plan Year shall continue to be followed for the
subsequent Plan Year, unless the Member changes or terminates that
Adoption Agreement in the month of December with respect to that
subsequent Plan Year.
3.02 Interest Credited to Accounts. A
Member’s deferred Director’s Fees shall be credited to
his Accounts. His pre-2005 deferred Director’s Fees shall be
credited to a pre-2005 Grandfathered Account, and his post-2004
deferred Director’s Fees shall be credited to a post-2004
Account. As of the first day of each calendar month, the Plan
Administrator shall credit to each Member’s respective
Accounts interest on the average daily balance of such Account
during the immediately preceding calendar month, using the actual
number of days in the calendar month, at the average 5 year CMT
rate for the preceding month as set forth in the Federal Reserve
Statistical Release H.15.
3.03 Pre-2005 Grandfathered Account. A
Member’s Pre-2005 Grandfathered Account shall be 100% vested
and nonforfeitable at all times and shall become payable to the
Member upon the expiration of the deferral period irrevocably
elected by the Member in the
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Member’s initial Adoption Agreement. A
Member’s initial Adoption Agreement for his or her Pre-2005
Grandfathered Account may provide that the Member’s deferral
period will end on a specified date or the date he or she ceases to
be a Member.
Any deferral election for his or her
Pre-2005 Grandfathered Account to a specified future distribution
date must be for at least two Plan Years, so that the earliest
specified future distribution date that a Member may elect will be
January 1 following two Plan Years of deferral (counting the
Member’s initial Plan Year of eligibility if he or she first
becomes a Member on a date after January 1 of a Plan
Year).
Notwithstanding the foregoing, a
Member or former Member may make a one-time irrevocable election at
least two years prior to the specified future distribution date he
or she originally elected for his Pre-2005 Grandfathered Account to
change the specified future distribution date on which payments
will commence, provided that election changes the specified future
distribution date to a date that is not earlier than January 1
following two Plan Years of deferral, counting the Plan Year in
which the one-time irrevocable election to change the specified
future distribution date is made (for example, if the one-time
irrevocable election to change the specified future distribution
date is made in 2004, that specified future distribution date may
be no earlier than January 1, 2006).
A Member or former Member shall
irrevocably elect, within sixty (60) days after the date his
or her deferral period ends, to receive his or her Pre-2005
Grandfathered Account in a lump sum payment or a specified number
of annual installments not to exceed ten (10) years, beginning
as soon as reasonably practicable after the Member or former Member
makes such election. If the Member or former Member makes no
election within such 60-day period, his or her Pre-2005
Grandfathered Account shall be paid in ten (10) annual
installment payments beginning as soon as reasonably practicable
after the expiration of that 60-day period.
3.04 Post-2004 Account. A Member’s
Post-2004 Account shall be 100% vested and nonforfeitable at all
times and shall become payable to the Member upon the expiration of
the deferral period elected by the Member in the Member’s
initial Adoption Agreement. A Member’s initial Adoption
Agreement for his or her Post-2004 Account may provide that the
Member’s deferral period will end on a specified date or the
date he ceases to be a Member. In accordance with the Code
Section 409A transition rules, an existing Member may make
this initial Adoption Agreement election on or before
December 31, 2008 as to the date the deferral period will
expire for the Member’s Post-2004 Account.
Notwithstanding the foregoing, a
Member or former Member may later elect at least 12 months prior to
the date on which the Member’s deferral period for his or her
Post-2004 Account would otherwise have ended to change the
specified future distribution date on which payments will commence,
provided that election changes the specified future distribution
date to a date that is at least five (5) years later than the
Member’s deferral period for his or her Post-2004 Account
would otherwise have ended.
All Members must elect no later than
December 31, 2008 to receive their Post-2004 Account at the
end of the Member’s deferral period in a lump sum or in
annual installments not to exceed ten (10) years. New Members
after December 31, 2008 must elect at the time they become
a
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Member to receive their Post-2004 Account at the
end of the Member’s deferral period in a lump sum or in
annual installments not to exceed ten (10) years. A Member may
later elect at least twelve (12) months prior to the date on
which the Member’s deferral period for his or her Post-2004
Account would otherwise have ended to change the form of payment
the Member previously elected to a lump sum payment or a specified
number of annual installments not to exceed ten (10) years,
provided that election also changes the distribution date of the
Member’s Post-2004 Account to a date that is at least five
(5) years later than the Member’s deferral period for
his or her Post-2004 Account would otherwise have ended or to a
date permitted by Code Section 409A regulations or IRS
guidance, if that date would be earlier.
3.05 Pre-2005 Grandfathered
Account Death Benefit. If
a Member dies prior to the commencement of payments from his or her
Pre-2005 Grandfathered Account, the Member’s Beneficiary
shall irrevocably elect, within sixty (60) days after the date
of the Member’s death, to receive the Member’s Pre-2005
Grandfathered Account in a lump sum payment or a specified number
of
