Savings Restoration And Esop Restoration Plan

EXHIBIT 10.1(b)

2003 10-K


BANK MUTUAL CORPORATION

SAVINGS RESTORATION PLAN

AND


BANK MUTUAL CORPORATION

ESOP RESTORATION PLAN

As Amended and Restated January 1, 2004

MUTUAL SAVINGS BANK

BENEFIT RESTORATION PLAN


ARTICLE 1

INTRODUCTION

The Mutual Savings Bank Benefit Restoration Plan was initially established by Mutual Savings Bank to provide eligible employees with certain benefits which they are unable to receive under the defined contribution retirement plans in which they participate because of the limitations on contributions and benefits imposed by Sections 401(a)(17), 401(k), 401(m), 402(g) and 415 of the Internal Revenue Code (the " Code" ). The Mutual Savings Bank Restoration Plan is now being amended and restated, effective January 1, 2004 (the " Restatement Date" ), to divide it into two separate plans and to make Bank Mutual Corporation (the " Company" ) the sponsor of the two plans. The two separate plans, called the Bank Mutual Corporation Savings Restoration Plan (the " Savings Restoration Plan" ) and the Bank Mutual Corporation ESOP Restoration Plan (the " ESOP Restoration Plan" ), shall both be contained in this document. On the Restatement Date, participants' Accounts shall be divided between the Savings Restoration Plan and the ESOP Restoration Plan. Thereafter, Participants in the Savings Restoration Plan shall be eligible for benefits as described in Article 3 and Participants in the ESOP Restoration Plan shall be eligible for benefits as described in Article 4.


ARTICLE 2

PARTICIPATION


2.1 Selection of Participants . All participants in the ESOP whose annual compensation is in excess of the limit of Code Section 401(a)(17) (or any successor or similar limits that may hereafter be enacted) shall be eligible to participate in the ESOP Restoration Plan. The Company' s Board of Directors (the " Board" ) shall select the officers and other management or highly compensated employees of the Company who will be eligible to participate in the Savings Restoration Plan. Each selected individual shall be referred to as a " Participant."


2.2 Limitation on Eligibility . No employee shall have any right to be a Participant in the Savings Restoration Plan unless approved by the Board. It is intended that participation in the Savings Restoration Plan and ESOP Restoration Plan be limited to a select group of management or highly compensated employees within the meaning of Title 1 of the Employee Retirement Income Security Act (" ERISA" ) and that the designation of Participants will generally occur near the end of a calendar year, to become effective as of the start of the immediately following calendar year.


ARTICLE 3

SAVINGS RESTORATION PLAN CONTRIBUTIONS AND ALLOCATIONS


3.1 Compensation Deferrals . A Participant who has been designated by the Board as eligible to participate in the Savings Restoration Plan and who is prevented from making the maximum percentage deferral election under the Savings Plan may elect to defer compensation under the Savings Restoration Plan. To defer compensation under the Savings Restoration Plan, a written deferral election form regarding the Participant' s compensation must be filed with the Company in accordance with rules established by the Company.

3.2 Matching Contribution . It is the intent of the Savings Restoration Plan that a Participant not suffer any loss with respect to an employer matching contribution under the Savings Plan because of the Internal Revenue Code limits on contributions and allocations. Therefore, the Company will make a matching contribution to the Savings Restoration Plan equal to the additional employer matching contribution that would have been made to the Savings Plan in the absence of the limits. The matching contribution to the Savings Restoration Plan will be based upon the Participant' s combined salary deferrals to the Savings Plan and the Savings Restoration Plan, the matching contribution formula in the Savings Plan and the matching contribution actually allocated in the Savings Plan.

3.3 Time of Crediting . A Participant' s Deferrals shall be credited to the Participant' s Deferral Account as soon as practical following the date they are withheld from the Participant' s Compensation. Company Matching Contributions for a Plan Year shall be credited to eligible Participants' Accounts at substantially the same time as such amounts would have been allocated to the Participant in the Savings Plan if allowed thereunder.


ARTICLE 4

ESOP RESTORATION PLAN CONTRIBUTIONS AND ALLOCATIONS


4.1 ESOP Restoration Contribution . It is the intent of the ESOP Restoration Plan that a Participant not suffer any loss with respect to an employer contribution under the ESOP because of (a) the limitation on annual compensation under Section 401(a)(17) of the Code, or (b) any limitations on benefits and contributions imposed by Section 415 of the Code. The allocation under the ESOP Restoration Plan shall be determined by multiplying the Participant' s compensation (without regard to the limitation under Section 401(a)(17) of the Code) by the percentage of contributions and forfeitures allocated to Participants under the ESOP, and subtracting the allocation actually made to the Participant in the ESOP. To illustrate, a Participant with compensation that is $40,000 in excess of the 401(a)(17) limit would receive an ESOP Restoration Plan allocation of $1,600 if the ESOP allocation percentage is 4%.

4.2 Time of Crediting . ESOP restoration contr ...