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                                                                   Exhibit 10.12

                           FIRST FEDERAL LINCOLN BANK
                              AMENDED AND RESTATED
                         CONSULTATION PLAN FOR DIRECTORS

                                    FOREWORD

First Federal Lincoln Bank ("Bank") hereby approves and adopts the First Federal
Lincoln Bank Amended and Restated Consultation Plan for Directors ("Plan")
effective January 1, 2001.

The Plan is intended to promote the interests of the Bank by providing: (i) an
added incentive to continue service to the Bank, (ii) for the continued advice
of retiring members of its Board of Directors and, (iii) such eligible Directors
with retirement income.

This Plan, upon its effective date hereby amends, restates and supersedes all
prior plans of the Bank purporting to grant benefits of a similar nature to its
present or retiring Directors, and specifically supersedes and replaces Board
Resolution BD 92-11-32.

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                                    SECTION 1
                                   DEFINITIONS

As used herein, the following terms shall have the following respective
meanings, unless a different meaning is required by the context:

1.1    "Bank" means First Federal Lincoln Bank.
        ----

1.2    "Beneficiary" means the one person designated by the Participant on the
        -----------
       Beneficiary designation form to receive benefits, if any, to which the
       Participant was entitled at the time of the Participant's death. If
       there is no valid Beneficiary designation form on file at the time of
       the Participant's death, the participant's Spouse shall be the
       Beneficiary, if living.

1.3    "Board of Directors" means the Board of Directors of the Bank.
        ------------------

1.4    "Chairman" means any member of the Board of Directors who was formally
       elected and served the Board of Directors of the Bank as its Chairman
       for at least three (3) years of Service.

1.5    "Change of Control" means an event of a nature that results in a Change
        -----------------
       of Control of the Bank or a Holding Company within the meaning of the
       Home Owner's Loan Act of 1933, as amended, and the regulations
       promulgated by the OTS, as in effect on the date hereof.

1.6    "Code" mean the Internal Revenue Code of 1986, as amended.
        ----

1.7    "Committee" means the Committee designated by the Board of Directors
        ---------
       to administer the Plan pursuant to Section 5.

1.8    "Director" means a member of the Board of Directors.
        --------

1.9    "Effective Date" means January 1, 2001.
        --------------

1.10   "Participant" means a Director or former Director who participates in
        -----------
       the Plan pursuant Section 2.

1.11   "Plan" means the First Federal Lincoln Bank Amended and Restated
        ----
       Consultation Plan for Directors as herein set forth, and as may be
       amended from time to time.

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1.12   "Retirement Date" means the date on which the Participant actually
        ---------------
       retires from Service.

1.13   "Service" means membership on the Board of Directors as a Director,
        -------
       including membership on the Board of Directors as a Director prior to the
       Effective Date.

1.14   "Spouse" means the spouse of a Participant at the Participant's date of
        ------
       death.

Except where otherwise clearly indicated by the context, any masculine
terminology used herein shall include the feminine and vice versa and the
definition of any term herein in the singular shall include the plural and vice
versa.

                                    SECTION 2
                                  PARTICIPATION

2.1    Commencement of Participation.
       -----------------------------

       On and after the Effective Date, all Directors shall become Participants
       in the Plan. Participation shall begin immediately on the earlier of the
       Effective Date or the commencement of the individual's Service as a
       Director.

2.2    Continuation of Participation.
       -----------------------------

       A Director who has become a Participant shall continue as a Participant
       as long as he or she continues to be a Director or is entitled to
       benefits under the Plan.

SECTION 3

                               RETIREMENT BENEFITS

3.1    Entitlement to Benefits.
       -----------------------

       (a)   A Participant who:

             (i)      has attained age 65; and
             (ii)     has ten (10) or more years of Service; and
             (iii)    executes a consulting agreement within 30 days after the
                      Participant's Retirement Date pursuant to which the
                      Participant agrees to provide consulting services to the
                      Bank as requested from time to time by the Board of
                      Directors, not to exceed four (4) days each month; and

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             (iv)  continues to provide the services agreed to in such
                   consulting agreement, unless relieved of such services
                   through the judgment of the Board of Directors under Section
                   4.2 of the Plan.

             shall have a vested right to receive retirement benefits under the
             Plan.

       (b)   Notwithstanding the requirements of Section 3.1(a), a Director who
             terminates service because of death, disability or a Change in
             Control while actively serving as a member of the Board of
             Directors and has completed five (5) or more years of service as a
             Director, shall have a vested right to receive retirement benefits
             determined under Section 3.2.

       (c)   Notwithstanding the foregoing, no benefits may be paid to a
             Participant if a cease and desist order has been entered by the
             Office of Thrift Supervision ("OTS") requiring the Participant to
             cease participating in the affairs of the Bank.

3.2    Amount of Benefits.
       ------------------
       The annual benefit payable to a Participant shall be equal to an
       average of the annual monthly Board fees and yearly retainer, if any,
       for the last three (3) years of Service prior to the Retirement Date,
       as reduced each year by the following percentage:

                     Reducing
                Retirement Benefit                  Percent of Remuneration
                ------------------                  -----------------------
                    Year 1                                      100%
                    Year 2                                       80%
                    Year 3                                       60%
                    Year 4                                       40%
                    Year 5                                       20%

3.3    Extra Chairman Benefits. An additional benefit in the same amount as
       -----------------------
       paid to retired Participants shall be paid to any Participant who also
       served as a Chairman, as defined in Section 1. This benefit is paid to
       a retired Chairman in addition to the Benefits paid as a retired
       Participant.

3.4    Duration of Benefits.
       --------------------
       Retirement benefits determined under Section 3.2 shall be paid monthly,
       in installments of 1/12th the annual amount, commencing on the
       Participant's Retirement Date for a maximum of five (5) years.

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3.5    Death Benefit.
       -------------

       If a Participant dies: (i) after the Participant's Retirement Date, but
       while still a Participant in this Plan and prior to receiving five
       years of Benefit participation under the Plan, or (ii) while serving as
       a Director who meets the requirements of Section 3.1(b), any remaining
       unpaid benefits shall be paid to the Participant's Beneficiary in
       monthly installments. If a Participant's Beneficiary should die prior
       to receiving all of the benefits to which he or she otherwise would
       have been entitled under this Section 3.5, no remaining benefits shall
       be paid and the Bank shall be discharged of all further obligations of
       any kind.

3.6    Suspension of Benefits.
       ----------------------

       Notwithstanding the foregoing, no payments or portions thereof shall be
       made under this Plan if such payment or portion thereof would result in
       the Bank failing to meet its minimum capital requirements. Any payments
       or portions thereof which have been suspended shall remain suspended
       until such time as their payment would not result in a failure to meet
       the Bank's minimum capital requirements. Any portion of benefit
       payments which have not been suspended will be paid on an equitable
       basis, pro rata based upon amounts due each Participant or Beneficiary,
       among all eligible Participants and Beneficiaries.

3.7    Unfunded Plan.
       -------------

       The Plan is intended to constitute an "unfunded" plan for the payment
       of deferred compensation. With respect to any payments not yet made to
       a Participant, nothing contained herein shall give any such Participant
       any rights that are greater than those of a general creditor of the
       Bank. In its sole discretion, the Board of Directors may authorize the
       creation of trusts or other arrangements to meet the obligations
       created under the Plan.

                                    SECTION 4
                                  MISCELLANEOUS

4.1    Restriction Against Assignment.
       ------------------------------

       It is a condition of the Plan, and all rights of each Participant shall
       be subject thereto, that no right or interest of any Participant in the
       Plan and no benefit payable under the Plan shall be subject in any
       manner to anticipation, alienation, sale, transfer, assignment, pledge,
       encumbrance, or charge, and any action by way of anticipating,
       alienating, selling, transferring, assigning, pledging, encumbering, or
       charging the same shall be void

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       and of no effect; nor shall any such right, interest or benefit be in any
       manner liable for or subject to the debts, contracts, liabilities,
       engagements, or torts of the person entitled to such right, interest or
       benefit, except as specifically provided in this Plan.

4.2    Payments in the Event of Incompetence.
       -------------------------------------

       If any person entitled to receive any benefits hereunder is, in the
       judgment of the Committee, legally, physically, or mentally incapable of
       personally receiving and receipting for any distribution, the Committee
       may direct that any distribution due such person, unless claim has been
       made therefor by a duly appointed legal representative, be made to his or
       her spouse, children or other dependents, or to a person with whom he or
       she resides, and any other distribution so made shall be a complete
       discharge of the liabilities of the Plan.

4.3    No Right to Continue as Director.
       --------------------------------

       The establishment of the Plan shall not be construed as conferring any
       rights upon any Director for continuation of service as a Director, nor
       shall it be construed as limiting in any way the right of the Bank to
       treat him without regard to the effect which such treatment might have
       upon him as a Participant under the Plan.

4.4    Discharge of Plan Obligations.
       -----------------------------

       The determination of the Committee as to the identity of the proper payee
       of any benefit payment and the amount properly payable shall be
       conclusive, and payments in accordance with such determination shall
       constitute a complete discharge of all obligations on account thereof.

                                    SECTION 5
                           ADMINISTRATION OF THE PLAN

5.1    Administration of the Plan.
       --------------------------

       Administration of the Plan shall be the responsibility of the Committee.

5.2    Responsibility of Committee.
       ---------------------------

       The Committee shall be responsible for the administration, operation and
       interpretation of the Plan. The Committee shall establish rules from time
       to time for the transaction of its business. It shall have the exclusive
       right to interpret the Plan and to decide any and all matters arising
       thereunder or in connection with the administration of the Plan, and it
       shall endeavor to act, whether by general rules or by particular
       decisions, so as not to

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       discriminate in favor of any person or class of person. Such decisions,
       actions and records of the Committee shall be conclusive and binding upon
       the Bank and all persons having or claiming to have any right or interest
       in or under the Plan.

5.3    Claims Procedure.
       ----------------

       In the event that any Participant or other payee claims to be entitled to
       a benefit under the Plan, and the Committee determines that such claim
       should be denied in whole or in part, the Committee shall, in writing,
       notify such claimant within 90 days of receipt of such claim that his or
       her claim has been denied, setting forth the specific reasons for such
       denial. Such notification shall be written in a manner reasonably
       expected to be understood by such Participant or other payee and shall
       set forth the pertinent sections of the Plan relied on, and where
       appropriate, an explanation of how the claimant can obtain review of such
       denial. Within 60 days after receipt of such notice, such claimant may
       request, by mailing or delivery of written notice to the Committee, a
       review by the Committee of the decision denying the claim. If the
       claimant fails to request such a review within such 60 day period, it
       shall be conclusively determined for all purposes of this Plan that the
       denial of such claim by the Committee is correct. If such claimant
       requests a review within such 60 day period, the Participant or other
       payee shall have 30 days after filing a request for review to submit
       additional written material in support of the claim. Within 60 days after
       the later of its receipt of the request for review or the request to
       submit additional written material, the Committee shall determine whether
       such denial of the claim was correct and shall notify such claimant in
       writing of its determination. If such determination is favorable to the
       claimant, it shall be binding and conclusive. If such determination is
       adverse to such claimant, it shall be binding and conclusive unless the
       claimant notifies the Committee within 90 days after the mailing or
       delivery to him or her by the Committee of its determination, that the
       claimant intends to institute legal proceedings challenging the
       determination of the Committee, and actually institutes such legal
       proceedings within 180 days after such mailing or delivery.

5.4    Limitation on Liability.
       -----------------------

       The Committee shall not be liable for any act or omission on its part,
       excepting only its own willful misconduct or gross negligence or except
       as otherwise expressly provided by applicable law. To the extent
       permitted by applicable law, and not otherwise covered by insurance, the
       Bank shall indemnify and save harmless the Committee members against any
       and all claims, demands, suits or proceedings in connection with the Plan
       that may be brought by Participants or by any other person, corporation,
       entity, government or agency thereof; provided, however that such
       indemnification shall not apply with respect to acts

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       or omissions of willful misconduct or gross negligence. The Board of
       Directors, at the expense of the Bank, may settle such claim or demand
       asserted, or suit or proceedings brought, against the Committee when such
       settlement appears to be in the best interest of the Bank.

5.5    Agent for Service of Process.
       ----------------------------

       The Committee or such other person as may from time to time be designated
       by the Committee shall be the agent for service of process under the
       Plan.

                                    SECTION 6
                              AMENDMENT OF THE PLAN

6.1    Plan Amendments.
       ---------------

       This Plan may be wholly or partially amended or otherwise modified at any
       time by the Board of Directors, provided, however, that no amendment or
       modification shall have any retroactive effect so as to deprive any
       person of any benefit already accrued without the consent of such person.

                                    SECTION 7
                           DISCONTINUANCE OF THE PLAN

7.1    Termination of Plan.
       -------------------

       The Plan may be terminated at any time by the Board of Directors by
       written notice to the Committee at the time acting hereunder. In the
       event of the termination of the Plan, Participants with a vested right
       under Section 3.1 of the Plan shall continue to receive benefits as
       described herein under all the terms of this Plan. No person who at the
       time of the termination of this Plan does not then have a fully vested
       right or who is otherwise ineligible for payment of benefits shall
       receive any benefit under this Plan.

                                    SECTION 8
                            CONSTRUCTION OF THE PLAN

8.1    Construction of the Plan.
       ------------------------

       The validity of the Plan or any of the provisions thereof shall be
       determined under and shall be construed according to the laws of the
       State of Nebraska.

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8.2    Headings.
       --------

       Headings or titles to sections or paragraphs in this document are for
       convenience of reference only and are not part of the Plan for any other
       purposes.

8.3    Supersede Prior Plans. Upon the Effective Date of the Plan, all prior
       ---------------------
       plans or arrangements are hereby amended, restated and superseded by this
       Plan, and the Plan specifically supersedes and replaces Board Resolution
       BR 92-11-32.

IN WITNESS WHEREOF, and as evidence of the adoption of the Plan by the Bank, it
has caused the same to be signed by its officer duly authorized, and its
corporate seal to be affixed this 22/nd/ day of December, 2000.



ATTEST:                                   FIRST FEDERAL LINCOLN BANK



 /s/ Judith A. Klinkman                   By: /s/ Gilbert G. Lundstrom
---------------------------------            -----------------------------------
Secretary

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                           FIRST FEDERAL LINCOLN BANK
                         CONSULTATION PLAN FOR DIRECTORS


                           DESIGNATION OF BENEFICIARY

I hereby designate the one following named beneficiary to receive from the
Consultation Plan For Directors of First Federal Lincoln Bank any amounts
payable pursuant to said Plan by reason of my death:

     Beneficiary

_________________________________
Name


________________________________________________________________________________
Address                    Street                   City             State


_________________________________                ___________________________
Social Security Number                           Date of Birth

Further, that it shall be the responsibility of said beneficiary to notify the
Corporate Secretary at the home office of the Bank of any change in address.

Further, unless I have a Designation of Beneficiary in effect at the time an
amount becomes payable to a Beneficiary, that amount will be paid in accordance
with Section 1.2 of the Plan.

Further, that upon the death of the Beneficiary, no remaining benefits will be
paid.


                                                 ____________________________
                                                 Director

                                                 ____________________________
                                                 Social Security Number

Date Accepted ___________________


By:______________________________

Title:___________________________