Exhibit 10.1A
Amendment #1 to Employee Stock Ownership Plan
of First Federal Savings Bank of Iowa
FIRST FEDERAL SAVINGS BANK OF IOWA
EMPLOYEE STOCK OWNERSHIP PLAN
(As Amended and Restated
Effective as of January 1, 2001)
AMENDMENT
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1. Article I - The flush language at the end of section 1.4 of the Plan
shall be amended, effective January 1, 2002, to read in its entirety as
follows:
In no event, however, shall an Employee's Cash Compensation for
any Plan Year include any compensation in excess of $150,000 (in
Plan Years beginning before January 1, 2002) and $200,000 (in
Plan Years beginning after December 31, 2001. The $150,000 and
$200,000 limitations set forth in the preceding sentence shall be
indexed in accordance with regulations prescribed under section
401(a)(17) of the Code. If there are less than twelve (12) months
in the Plan Year, the limitations (as adjusted) shall be prorated
by multiplying such limitation by a fraction, the numerator of
which is the number of months in the Plan Year and the
denominator of which is twelve (12). For purposes of applying the
foregoing limitation in any Plan Year beginning prior to January
1, 1997 to any person who is a Five Percent Owner or who is one
of the 10 Highly Compensated Employees with the highest Total
Compensation (determined prior to the application of this
sentence), any Cash Compensation paid to the spouse of such
person or to any lineal descendant of such person who has not
attained age 19 on or before the last day of such calendar year
shall be deemed to have been paid to such person.
2. Article I - Section 1.57 of the Plan shall be amended, effective
January 1, 2002, to read in its entirety as follows:
Section 1.57 Total Compensation for any person during any
period means the total compensation paid to such person during
such period by all Affiliated Employers which is required to be
reported to such person on a written statement under section
6041(d), 6051 (a) (3) and 6052 of the Code, plus any elective
deferrals (within the meaning of section 402(g) of the Code)
under any qualified cash or deferred arrangement described in
section 401 (k) of the Code and maintained by any Affiliated
Employer, any tax-deferred annuity described in section 403(b) of
the Code and maintained by any Affiliated Employer, any salary
reduction simplified employee pension plan described in section
408(k) of the Code and maintained by any Affiliated Employer, any
salary reduction contributions under any cafeteria plan described
in section 125 of the Code and maintained by any Affiliated
Employer and any salary reduction contributions under any
qualified transportation filing benefits plan described in
section 132(f) of the Code and maintained by an Affiliated
Employer. In no event shall a person's Total Compensation for any
Plan Year include any compensation in excess of $150,000 (in Plan
Years beginning before January 1, 2002) and $200,000 (in Plan
Years beginning after December 31, 2001) or such other
amount as may be permitted under section 401(a)(17) of the Code.
If there are less than twelve (12) months in the Plan Year, the
$150,000 and $200,000 limitations (as adjusted) shall be prorated
by multiplying such limitation by a fraction, the numerator of
which is the number of months in the Plan Year and the
denominator of which is twelve (12). For purposes of applying the
foregoing limitation in any Plan Year beginning prior to January
1, 1997 to any person who is a Five Percent Owner or who is one
of the 10 Highly Compensated Employees with the highest Total
Compensation (determined prior to the application of this
sentence), any Total Compensation paid to the spouse of such
person or to any lineal descendant of such person who has not
attained age 19 on or before the last day of such calendar year
shall be deemed to have been paid to such person.
3. Article VI - Section 8.2(a) of the Plan shall be amended, effective as
of January 1, 2002, to read in its entirety as follows:
(a) Notwithstanding any other provisions of the Plan, no
amount shall be allocated to a Participant's Account for any
Limitation Year to the extent that such allocation would result
in an Annual Addition of an amount exceeding:
(i) for Limitation Years beginning before January 1, 2002,
the lesser of (A) $30,000 (or such other amount as is permissible
under section 415(c)(1)(A) of the Code), or (ii)(B) twenty-five
percent (25%) of the Participant's Total Compensation paid during
such Limitation Year; and
(ii) for Limitation Years beginning after December 31,
2001, the lesser of (A) $40,000 (or such other amount as is
permissible under section 415(c)(1)(A) of the Code), or (B) one
hundred percent (100%) of the Participant's Total Compensation
paid during such Limitation Year.
4. Article VI - Section 8.2(c)(i) of the Plan shall be amended, effective
as of January 1, 2002, to include a new sentence at the end thereof
which shall read in their entirety as follows:
In Limitation Years beginning after December 31, 2001, catch-up
elective deferrals under section 414(v) of the Code shall not be
included as Annual Additions.
5. Article XII - Section 12.2(b) of the Plan shall be amended, effective
as of January 1, 2002, to read in its entirety as follows:
(b) Dividends paid with respect to Shares allocated to a
person's Share Investment Account shall be credited to such
persons Share Investment Account. Cash dividends credited to a
person's General Investment Account shall be, at the direction of
the Committee, either: (i) held in such General Investment
Account and invested in accordance with sections 10.2 and 11.3;
(ii) distributed immediately to such person; (iii) distributed to
such person within 90 days of the close of the Plan Year in which
such dividends were paid; (iv) used to make payments of principal
or interest on a Share Acquisition Loan; provided, however, that
the Fair Market Value of Financed Shares released from the Loan
Repayment Account as a result of such payment equals or exceeds
the amount of the dividend; or (v) in calendar years beginning
after December 31, 2001 either
held as provided in section 12.2(b)(i) or distributed as provided
in section 12.2(b)(ii), as each person shall elect for his own
Account.
6. Article XIII - Sections 13.6(c)(iii) and (iv) of the Plan shall be
amended, effective as of January 1, 2002, to read in their entirety as
follows:
(iii) "Eligible Retirement Plan" means an individual
retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the
Code, an annuity plan described in section 403(a) of the Code, or
a qualified trust described in section 401(a) of the Code, and
(for distributions after December 31, 2001 only) an annuity
contract described in section 403(b) of the Code or an eligible
deferred compensation plan under section 457(b) of the Code which
is maintained by a state, political subdivision of a state, or an
agency or instrumentality of a state or political subdivision
thereof and which agrees to separately account for amounts
transferred into such plan from this Plan, that accepts the
distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution made before January 1,
2002 to a current or former spouse who is the alternate payee
under a qualified domestic relations order as defined in Code
section 414(p) or to a surviving spouse, an eligible retirement
plan is only an individual retirement account or individual
retirement annuity.
(iv) "Eligible Rollover Distribution" means any
distribution of all or any portion of the balance to the credit
of the distributee, except that an eligible rollover distribution
does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of
the distributee and the distributee's designated Beneficiary, or
for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under
section 401(a)(9) of the Code; any distribution made after
December 31, 1999 on account of hardship; and in the case of a
distribution made before January 1, 2002, the portion of any
distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to employer securities). A portion of a distribution
that is includible in the gross income of the distributee that is
treated as an eligible rollover distribution may only be
transferred in a direct rollover to an eligible retirement plan
that agrees to separately account for such portion of the
distribution. This section 13.6 shall not apply to any eligible
rollover distributions during a year that are reasonably expected
(as determined by the Committee) to total less than $200. In no
event shall any withdrawal during service that is made on account
of hardship be considered an "eligible rollover distribution".
This section 13.6 shall be interpreted to comply with the
provisions of section 401(a)(31) of the Code.
7. Article XVII - Section 17.2 of the Plan shall be amended, effective as
of January 1, 2002, to read in its entirety as follows:
Section 17.2 Definition of Top Heavy Plan.
(a) Subject to section 17.2(c), the Plan is a Top Heavy
Plan if, as of a Determination Date: (i) it is not a member of a
Required Aggregation Group, and (ii)(A) the sum of the Cumulative
Accrued Benefits of all Key Employees exceeds 60% of (B) the sum
of the Cumulative Accrued Benefits of
all Employees (excluding former Key Employees), former Employees
(excluding former Key Employees and other former Employees who
have not performed any services for the Company or any Affiliated
Employer during the immediately preceding 5 Plan Years if the
Determination Date is before January 1, 2002 and one Plan Year if
the Determination Date is after December 31, 2001) and their
Beneficiaries.
(b) Subject to section 17.2(c), the Plan is a Top Heavy
Plan if, as of a Determination Date: (i) the Plan is a member of
a Required Aggregation Group, and (ii)(A) the sum of the
Cumulative Accrued Benefits of all Key Employees under all plans
that are members of the Required Aggregation Group exceeds 60% of
(B) the sum of the Cumulative Accrued Benefits of all Employees
(excluding former Key Employees), former Employees (excluding
former Key Employees and other former Employees who have not
performed any services for the Company or any Affiliated Employer
during the immediately preceding 5 Plan Years if the
Determination is before January 1, 2002 and one Plan Year if the
Determination Date is after December 31, 2001), and their
Beneficiaries under all plans that are members of the Required
Aggregation Group.
(c) Notwithstanding sections 17.2(a)and 17.2(b), the Plan
is not a Top Heavy Plan if, as of a Determination Date: (i) the
Plan is a member of a Permissible Aggregation Group, and (ii)(A)
the sum of the Cumulative Accrued Benefits of all Key Employees
under all plans that are members of the Permissible Aggregation
Group does not exceed 60% of (B) the sum of the Cumulative
Accrued Benefits of all Employees (excluding former Key
Employees), former Employees (excluding former Key Employees and
other former Employees who have not performed any services for
the Company or any Affiliated Employer during the immediately
preceding 5 Plan Years if the Determination Date is before
January 1, 2002 and one Plan Year if the Determination Date is
after December 31, 2001), and their Beneficiaries under all plans
that are members of the Permissible Aggregation Group.
8. Article XVII - Section 17.4(a)(iii) shall be amended, effective as of
January 1, 2002, to read in its entirety as follows:
(iii) the amount of any distributions of such
person's Cumulative Accrued Benefits under the Plan (including,
for Plan Years beginning after December 31, 2001, distributions
under terminated plans that would have been included in the
Required Aggregation Group if not terminated) during the 5-year
period (for all distributions for Plan Years beginning before
January 1, 2002 and for in-service distributions for Plan Years
beginning after December 31, 2001) or 1-year period (for all
distributions other than in-service distributions for Plan Years
beginning after December 31, 2001) ending on the Determination
Date.
(9) Article XVII - Section 17.5(a)(iv) shall be amended, effective as of
January 1, 2002, by adding the words "in plan years beginning before
January 1, 2002" at the beginning thereof.
(10) Article XVII - Section 17.6of the Plan shall be amended, effective as
of January 1, 2002, to read in its entirety as follows:
Section 17.6 Required Aggregation Group.
For purposes of this Article XVII, a Required Aggregation
Group shall consist of (a) this Plan; (b) any other qualified
plan maintained by the Bank that covers Key Employees; (including
any plan that was terminated during the 5-year period ending on
the Determination Date) and (c) any other qualified plans that
are required to be aggregated for purposes of satisfying the
requirements of sections 401(a)(4) or 410(b) of the Code
(including any plan that was terminated during the 5-year period
ending on the Determination Date.
IN WITNESS WHEREOF, this Amendment has been signed by an officer of
First Federal Savings Bank of Iowa thereunto duly authorized.
FIRST FEDERAL SAVINGS BANK
OF IOWA
By ______________________________
Name:
Title:
Date: ___________________________