When a C corp converts to an S corp, what amendments to the ESOP must be made? I can think of the following:

1. Eliminate ability of participants to demand distribution of stock
2. Eliminate ability to use dividends on allocated shares to make loan payments
3. 409(p) nonallocation rules

Anything else?

Actually, with the enactment of the Jobs Creation Act, S Corp ESOPs are now permitted to use distributions on allocated employer securities to repay an exempt loan, as long as the participants are appropriately credited.

Another provision that you might look for in a C Corp ESOP is a provision that excludes interest and forfeitures from determining the annual addition. This provision is not applicable to S Corps.

If the company is profitable, your ESOP might be receiving significant cash deposits from the "tax dividend." If true, you should look at the provisions for managing non-stock assets. I have seen many ESOPs that have very poorly drafted provisions for managing non-stock assets because they never expected to hold anything of long-term significance but stock.