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
                                    ---------


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

<PAGE>
               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

<PAGE>
               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

<PAGE>
               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.

<PAGE>
(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: ___________________________