Exhibit 10.1B

                  Amendment #2 to Employee Stock Ownership Plan
                      of First Federal Savings Bank of Iowa




                          EMPLOYEE STOCK OWNERSHIP PLAN
                                       OF
                       FIRST FEDERAL SAVINGS BANK OF IOWA

                            (As Amended and Restated
                        Effective as of January 1, 2001)



                                    AMENDMENT
                                    ---------


9.       Article IX - Section 9.3 shall be amended, effective as of January 1,
         2001, to read in its entirety as follows:

                           Upon the termination of employment of a Participant
               or Former Participant for any reason other than death or
               Disability, that portion of the balance credited to his Account
               which is not vested at the date of such termination shall be
               forfeited upon the earliest of (a) full distribution of the
               vested portion of the Account or (b) the fifth anniversary
               following the date of re- employment. The proceeds of such
               forfeited amounts, reduced by any amounts required to be credited
               because of re-employment pursuant to section 9.4, shall be
               treated as Forfeitures and shall be disposed of as provided in
               section 9.5. If no portion of the balance credited to an Account
               of a Participant or Former Participant is vested as of the date
               of his termination of employment, a distribution of $0,
               representing full distribution of the Account, shall be deemed to
               have been made to the Participant or Former Participant on such
               date.


10.      Article IX - Section 9.4 shall be amended, effective as of January 1,
         2001, by adding a new sentence at the end thereof to read as follows:

                    (a)  If an Employee forfeited any amount of the balance
               credited to his Account upon his termination of employment, and
               is re-employed by any Affiliated Employer prior to the occurrence
               of five consecutive One-Year Breaks in Service, then:

                           (i)  an amount equal to the Fair Market Value of the
               Shares forfeited, determined as of the date of forfeiture; and

                           (ii) the amount credited to his General Investment
               Account that was forfeited, determined as of the date of
               forfeiture;

               shall be credited back to his Account; provided, however, that
               the Employee repays the amount distributed to him from his
               Account as a result of such termination no later than the fifth
               anniversary of his re-employment or the end of the fifth Plan
               Year to begin after such distribution, whichever is earlier. Such
               amounts to be re-credited shall be obtained from the proceeds of
               the forfeited

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               amounts redeemed pursuant to section 9.3 during the Plan Year in
               which the repayment is made, unless such proceeds are
               insufficient, in which case the Employee's Participating Employer
               shall make an additional contribution in the amount of such
               deficiency. For purposes of this section 9.4, a Participant or
               Former Participant who received a distribution of $0, shall be
               deemed to have made repayment on the date of re-employment with
               an Employer.


11.      Article XIII - Section 13.3(a) shall be amended, effective as of
         January 1, 2001, by adding a new sentence at the end thereof to read as
         follows:

               If an Account of a Participant or Former Participant does not
               contain any vested amounts as of the date of his termination of
               employment with all Affiliated Employers, a distribution of $0,
               representing full distribution of the Account, shall be deemed to
               have been made to the Participant or Former Participant on such
               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: ___________________________