EXHIBIT 10.5


 


FIRST AMENDMENT


TO THE

FIRST FEDERAL SAVINGS BANK OF THE MIDWEST


SUPPLEMENTAL EMPLOYEES’ INVESTMENT PLAN FOR SALARIED
EMPLOYEES


 

















 


THIS AMENDMENT (the “Amendment”)
to the First Federal Savings Bank of the Midwest Supplemental Employees’ Investment
Plan for Salaried Employees (the “Plan”) is hereby adopted on the 29th day of
January, 2007 by MetaBank (formerly known as First Federal Savings Bank of the
Midwest).


 


RECITALS


 


WHEREAS, First Federal
Savings Bank of the Midwest adopted the Plan effective October 1, 1993 for
the benefit of a select group of senior management personnel;


 


WHEREAS, First Federal
Savings Bank of the Midwest subsequently became known as MetaBank (the “Company”);


 


WHEREAS, Section 7.1
of the Plan authorizes the Company to amend the Plan by action of its Board of
Directors; and


 


WHEREAS, the Company
now desires to amend the Plan to comply with final regulations issued under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”);


 


NOW, THEREFORE, the Company
hereby amends the Plan, generally effective January 1, 2008, as follows:


 


Section 5.1 is amended to read as
follows:


 


5.1
Distribution.  All amounts
credited to a Participant’s Supplemental Account, including gains and losses
credited in accordance with Section 4.1 of the Plan, shall be distributed
to or with respect to the Participant upon the Participant’s separation from
service (as defined in Treasury Regulation Section 1.409A-1(h)) with the
Company and all affiliates thereof for any reason including death.  Such amounts shall be distributed in a lump
sum cash payment within ninety (90) days after the date of the Participant’s
separation from service; provided,
however, that if the Participant is a “specified employee” (as such term is
defined in Code Section 409A and the regulations or other guidance in
effect thereunder) on the date of his or her separation from service, the
amounts in the Participant’s Supplemental Account shall be paid in a lump sum
on the six-month anniversary of the date of his or her separation from service
(or, if earlier, as soon as administratively feasible after his or her death).


 


If
a Participant dies before the full amount of his or her Supplemental Account
has been distributed, any remaining amount shall be distributed in a lump sum
cash payment as soon as administratively feasible following the Participant’s
date of death to the beneficiary designated by the Participant in a writing
delivered to the Company prior to his or her death.  If a Participant has not designated a
beneficiary or if no designated beneficiary is living on the date of
distribution, such remaining amount shall be distributed to the Participant’s
estate.


 


Section 7.1 is amended so the first
sentence thereof reads as follows:


 


The
Company intends the Plan to be permanent but reserves the right to amend or
terminate the Plan when, in the sole opinion of the Company, such amendment or
termination is advisable; provided,
however, that any Plan termination shall comply with the requirements of Code Section 409A.


 


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Section 7.2 is amended so the second
sentence thereof reads as follows:


 


Upon
termination of the Plan, distribution of amounts in the Supplemental Account
shall be made to the Participant or his or her beneficiary in a lump sum cash
payment within the timeframe required under Code Section 409A.


 


Section 8.2 is amended so the first
sentence thereof reads as follows:


 


Except
as otherwise expressly provided herein or prohibited by Code Section 409A
or the regulations or other guidance in effect thereunder, all terms and
conditions of the Qualified Plan applicable to a Qualified Plan Contribution,
other than provisions governing the time and form of payment, will also apply
to a Supplemental Contribution to be made hereunder.


 


A new Section 8.11 is added to the
Plan to read as follows:


 


8.11
Code Section 409A.  It is
intended that any benefit provided under this Plan will not be subject to the
additional tax and interest under Code Section 409A (the “Section 409A
Tax”).  The Plan provisions will be
construed in favor of complying with any applicable requirements of Code Section 409A
as necessary to prevent the imposition of a Section 409A Tax.  The Company will amend the Plan
(retroactively, if necessary) to comply with Code Section 409A, including
amendment to enable the Participants to prevent the imposition of, or to reduce
the amount of, any Section 409A Tax. 
Neither the Company nor any Participant has (a) an obligation to
bring any potential Section 409A Tax to the attention of the other party
or (b) any liability for any Section 409A Tax or any other reporting
or withholding obligation to the other party.


 


In all other respects, the Plan shall
remain unchanged and in full force and effect.


 


IN WITNESS WHEREOF, this Amendment has been
executed and delivered on the date first set forth above.


 


	
   

  	
  METABANK    

  
	
   

  	
   

  
	
   

  	
  /s/
  E. Wayne Cooley

  
	
   

  	
  E.
  Wayne Cooley

  
	
   

  	
  Chairman,
  Compensation Committee

  



 


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