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EXHIBIT i.2.a
SECOND AMENDMENT TO THE
ALLIED CAPITAL CORPORATION
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
WHEREAS, Allied Capital Corporation (hereinafter referred to as the "Employer")
maintains the Allied Capital Corporation Amended and Restated Deferred
Compensation Plan (hereinafter referred to as the "Plan") as effective December
31, 1998; and,
WHEREAS, the Employer desires to amend the Plan to revise the terms and
conditions of the Plan.
NOW THEREFORE, pursuant to Section 10.1 of the Plan, the Plan is hereby amended
as follows:
FIRST: Section 2.1 has been amended to state the following:
"Bonus" means any amount paid to an Employee, which is designated by the
Employer as a bonus, incentive compensation award, retention award, or
any amount paid to a Consultant.
"Disability" means a physical or mental condition of a Participant
resulting from a bodily injury, disease, or mental disorder which
renders him incapable of continuing his usual and customary employment
with the Employer for a period of 26 weeks, whether or not consecutive,
in any 12-consecutive-month period.
SECOND: Section 5.1(a) has been amended to state the following:
Compensation and Other Deferral amounts credited or paid to the Plan
shall at all times be 100% vested and non-forfeitable.
THIRD: The following has been added to the end of Section 5.4:
(d) Plan Benefit Account Balances of $50,000 or less: If a Participant's
Plan Benefit account balance is $50,000 or less he or she must receive
the Plan Benefit in a lump sum payment.
IN WITNESS WHEREOF, the Employer has executed and adopted this Amendment on this
18th day of October 2000.
ALLIED CAPITAL CORPORATION
By: /s/ Kelly A. Anderson
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Title: Executive Vice President and Treasurer
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