FEDERAL HOME LOAN BANK OF SEATTLE INDEMNIFICATION AGREEMENT

EXHIBIT 10.1

FEDERAL HOME LOAN BANK OF SEATTLE

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this " Agreement "), dated as of ______, 2009, is entered into by and between Federal Home Loan Bank of Seattle, (the " Bank "), a federal home loan bank organized under the Federal Home Loan Bank Act, as amended (the " Act "), and ________________ (" lndemnitee "), a _____________ of the Bank.

RECITALS

A.        The Bank and Indemnitee recognize the litigation risks inherent in service as a director or officer of the Bank, including the substantial costs involved in defending such matters.

B.         The Bank's bylaws (the " Bylaws ") provide for indemnification of the Bank's directors and officers as permitted by the Act and the rules and regulations promulgated thereunder (the " Rules ").

C.        The Bylaws specifically provide that they are not exclusive, and contemplate that contracts may be entered into between the Bank and its directors and officers with respect to indemnification.

D.        Indemnitee has indicated a desire to supplement the indemnification provisions in the Bylaws to provide additional protections against the risks associated with Indemnitee's service to the Bank and further clarify Indemnitee's rights with respect to indemnification in certain circumstances.

E.         To induce Indemnitee to continue Indemnitee's service as a director or officer of the Bank, the Bank and Indemnitee now agree that they should enter into this Indemnification Agreement.

AGREEMENT

1.         Indemnification of Indemnitee

1.1       Scope

Subject to Section 4.1 and all other terms and conditions of this Agreement, the Bank agrees to indemnify and hold harmless Indemnitee, to the full extent permitted by law, whether or not specifically authorized by this Agreement, the Organization Certificate of the Bank (the "Organization Certificate"), the Bylaws, the Act, the Rules or otherwise, for any Indemnifiable Losses (as defined below) which Indemnitee is or becomes legally obligated to pay in connection with any Proceeding. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule regarding the right of a federal home loan bank to indemnify a director or officer, such changes, to the extent that they would expand Indemnitee's indemnification rights, shall be within the purview of Indemnitee's rights and the Bank's obligations under this Agreement, and, to the extent that they would narrow Indemnitee's indemnification rights, shall not affect or limit the scope of this Agreement; provided, however, that any change that is required by applicable laws, statutes or rules to be applied to this Agreement shall be so applied regardless of whether the effect of such change is to narrow Indemnitee's rights.

1.2       Nonexclusivity

The indemnification provided by this Agreement is not exclusive of any rights to which Indemnitee may be entitled under the Organization Certificate, the Bylaws, any other agreement, any vote of disinterested directors, the Act, or otherwise, whether as to action in Indemnitee's official capacity or otherwise.

1.3       Definition of Indemnifiable Losses

For purposes of this Agreement, the term " Indemnifiable Losses " shall include (without limitation) any and all damages (compensatory, exemplary, punitive or otherwise), judgments, fines, penalties, settlements, costs, attorneys' fees and disbursements, costs of attachment or similar bonds, investigations, expenses of establishing a right to indemnification under this Agreement, and any other losses, claims, liabilities or other expenses incurred in connection with a Proceeding, subject to the limitations set forth in Section 4.1 below.

1.4       Definition of Proceeding

For purposes of this Agreement, the term " Proceeding " shall include (without limitation) any threatened, pending or completed claim, action, suit, hearing, arbitration, alternative dispute resolution mechanism or proceeding, including any appeal or other proceeding for review, whether brought by or in the right of the Bank or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether formal or informal, in which Indemnitee may be or may have been involved as a party or otherwise (including without limitation as a witness), (a) by reason of the fact that Indemnitee is or was, or has agreed to become a director or officer of the Bank, (b) by reason of any actual or alleged error or misstatement or misleading statement made or suffered by Indemnitee in connection with his or her service as a director or officer of the Bank, (c) by reason of any action taken by Indemnitee or of any inaction on Indemnitee's part while acting as such director or officer, or (d) by reason of the fact that Indemnitee was serving at the request of the Bank as a director, trustee, officer, employee, member or agent of the Bank or of the Affordable Housing Advisory Council or another corporation, partnership, joint venture, trust, trade association, fiscal agent or other enterprise (including without limitation employee benefit plans and administrative committees thereof) (which request will be conclusively presumed in the case of any of the foregoing that are "affiliates" of the Bank as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended); provided, however, that, except with respect to an action to enforce the provisions of this Agreement, the term "Proceeding" shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee seeking to enforce rights to indemnification, except for an Enforcement Action (as defined in Section 3.1), unless such action, suit, claim or proceeding is or was authorized or ratified by the Bank's Board of Directors.

1.5       Determination of Entitlement

In the event that a determination of Indemnitee's entitlement to indemnification is required pursuant to applicable law, such determination shall be made by: (i) a majority of a quorum of disinterested directors of the Bank acting by resolution duly adopted by such directors, or (ii) if such disinterested directors are unable to adopt such a resolution, by independent legal counsel selected by the disinterested directors of the Bank, or (iii) if neither (i) nor (ii) is permitted by the applicable law requiring the determination, then by the party specified in such applicable law as the determining party. " Disinterested director " shall mean a Director who does not have a personal interest in the determination of entitlement to indemnification. " Independent legal counsel " shall mean a law firm or a member of a law firm that is not presently, nor has been in the past three years, retained to represent: (i) the Bank or Indemnitee in any matter material to either party, or (ii) any other party to the Proceeding giving rise to the claim for indemnification. In any such determination of Indemnitee's entitlement to indemnification: (a) Indemnitee shall initially be presumed in all cases to be entitled to indemnification, (b) Indemnitee may establish a conclusive presumption of any fact necessary to such a determination by delivering to the Bank a declaration made under penalty of perjury that such fact is true and (c) unless the Bank shall deliver to Indemnitee written notice of a determination that Indemnitee is not entitled to indemnification within sixty (60) days of the Bank's receipt of Indemnitee's initial written request for indemnification, such determination shall conclusively be deemed to have been made in favor of the Bank's provision of indemnification and the Bank agrees not to assert otherwise.

1.6       Survival

The indemnification provided under this Agreement shall apply to any and all Proceedings, notwithstanding that Indemnitee has ceased to serve in a capacity referred to in Section 1.4(a)-(d).

1.7       Witness

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of the fact that Indemnitee is or was a director or officer of the Bank, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Indemnifiable Losses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection therewith.

2.         Expense Advances

2.1       Generally

The right to indemnification for Indemnifiable Losses conferred by Section 1 shall include the right to have the Bank pay Indemnitee's expenses in any Proceeding as such expenses are incurred and in advance of such Proceeding's final disposition (such right is referred to hereinafter as an " Expense Advance "), subject to Sections 2.2, 4 and 5 and all other terms and conditions of this Agreement.

2.2       Conditions to Expense Advance

The Bank's obligation to provide an Expense Advance is subject to Indemnitee or Indemnitee's representative having first executed and delivered to the Bank an undertaking, which need not be secured and shall be accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be finally adjudged that Indemnitee is not entitled to be indemnified under this Agreement or otherwise. Any matter to be determined under this Agreement will be "finally adjudged" if it has been determined in a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute.

2.3       Subrogation

In the event of payment under this Agreement, the Bank shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Bank effectively to bring suit to enforce such rights.

3.         Procedures for Enforcement

3.1       Enforcement

In the event that a claim for indemnification hereunder is made and is not paid in full within sixty (60) days after written notice of such claim is delivered to the Bank, except in the case of a claim for Expense Advance, in which case the applicable period shall be thirty (30) days, Indemnitee may, but need not, at any time bring suit against the Bank to recover the unpaid amount of the claim (an " Enforcement Action "), subject to all other terms, conditions and limitations of this Agreement.

3.2       Presumptions in Enforcement Action

In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply:

(a)        The Bank shall conclusively be presumed to have entered into this Agreement and assumed t