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                                  EXHIBIT 10.2
                     FORM OF FIRST FEDERAL BANCSHARES, INC.
                            ASSUMPTION AGREEMENT FOR
               PFSB BANCORP, INC. 2000 STOCK-BASED INCENTIVE PLAN


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                                     FORM OF
                         FIRST FEDERAL BANCSHARES, INC.
                        STOCK OPTION ASSUMPTION AGREEMENT



OPTIONEE:         [name]

      THIS STOCK OPTION ASSUMPTION AGREEMENT is hereby issued as of the 22nd day
of November,  2002, by FIRST FEDERAL  BANCSHARES,  INC., a Delaware  corporation
("FFBI"),  pursuant to Section 2.11 of the Agreement and Plan of Merger dated as
of June 4, 2002 (the "Merger Agreement"),  by and between FFBI and PFSB Bancorp,
Inc., a Missouri corporation ("PFSB").

      WHEREAS,  the  undersigned  individual  ("Optionee")  holds  one  or  more
outstanding  options to purchase  shares of PFSB common  stock,  pursuant to the
PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan (the "Plan"); and

      WHEREAS,  Section 2.11(a) of the Merger Agreement provides that, as of the
Effective Time of the Merger (as defined in the Merger Agreement), each share of
PFSB common stock issued and outstanding pursuant to the Plan shall be converted
into an option to purchase shares of FFBI common stock.

      NOW, THEREFORE, it is hereby agreed as follows:

      (a)   The shares of PFSB common stock subject to outstanding stock options
            under the Plan, and the exercise  price per share,  held by Optionee
            immediately  prior to the Effective  Time are set forth in Exhibit A
            hereto.

      (b)   FFBI  hereby  assumes,  as of the  Effective  Time,  the  duties and
            obligations  of PFSB  under the Plan,  the award  agreements  issued
            pursuant to the Plan, or similar documentation  containing the terms
            and conditions of the stock option grants.

      (c)   The  number  of  shares  of  FFBI  common  stock   subject  to  each
            outstanding  option,  and the  exercise  price per  share,  shall be
            adjusted in accordance with the provisions of Section 2.11(a) of the
            Merger Agreement. Accordingly, the number of shares and the exercise
            price per share of the FFBI  common  stock held by the  former  PFSB
            option holders  following such adjustment is as specified in Exhibit
            A hereto.


      (d)   The following  additional  provisions  shall govern each PFSB option
            hereby assumed by FFBI:

            (a) Unless the context otherwise requires,  henceforth references to
the  "Company"  in the plan  document or award  agreements  shall mean FFBI,  to
"Common Stock" or


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"Stock" shall mean FFBI common stock, to the "Board of Directors" shall mean the
Board of Directors of FFBI,  to the  "Committee"  shall mean to the Committee of
FFBI that  administers  the Plan and to the "Bank"  shall mean to First  Federal
Bank.

            (b) The grant date and the  expiration  date for each  assumed  PFSB
stock option and all other provisions governing either the exercise, termination
or expiration of the stock options shall remain in effect, and shall accordingly
govern Optionee's rights with respect to such stock options.

            (c) The adjusted  exercise  price  payable for the FFBI common stock
subject to each  assumed  PFSB stock option shall be payable in any of the forms
authorized by the Plan or award agreement issued by PFSB.

            (d) In order to exercise each assumed  stock  option,  Optionee must
deliver to FFBI a written notice of exercise, indicating the number of shares of
FFBI  common  stock to be  purchased,  accompanied  by payment  of the  adjusted
exercise  price.  Such  notice and  payment  shall be  delivered  to FFBI at the
following address:

            First Federal Bancshares, Inc.
            2001 Maine Street
            Quincy, Illinois 62301

      (e)   Except to the extent  specifically  modified  by this  Stock  Option
            Assumption  Agreement,  the  terms  and  conditions  of  each  award
            agreement in effect prior to the Merger shall continue in full force
            and effect.


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      IN WITNESS WHEREOF, FFBI has caused this Stock Option Assumption Agreement
to be executed on its behalf by its duly  authorized  officer as of the ____ day
of _____________________, 2002.

                                    FIRST FEDERAL BANCSHARES, INC.



                                    By:   ____________________________________


                                    Title:____________________________________


                                 ACKNOWLEDGMENT

      The  undersigned  Optionee  acknowledges  receipt  of  this  Stock  Option
Assumption  Agreement  and  understands  and  acknowledges  that all  rights and
liabilities with respect to each PFSB stock option hereby assumed by FFBI are as
set forth only in the applicable award agreement,  the Plan or this Stock Option
Assumption  Agreement,  and that no other  agreements exist with respect to such
PFSB stock options.  The undersigned  Optionee also acknowledges that, except to
the extent specifically modified by this Stock Option Assumption Agreement,  all
of the terms and conditions of the award agreement in effect  immediately  prior
to the Effective  Time shall  continue in full force and effect and shall not be
otherwise  affected by this Stock Option Assumption  Agreement.  The undersigned
further  acknowledges  that the PFSB stock options described in Exhibit A hereto
constitute all of the options to purchase PFSB common stock that the undersigned
Optionee held immediately prior to the Effective Time of the Merger.

                                    OPTIONEE



                                    __________________________________________
                                    [name]


                                    DATE: ______________________________




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                                    EXHIBIT A


              OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES OF
                         PFSB BANCORP, INC. COMMON STOCK
                                  (PRE-MERGER)



   DATE OF OPTION GRANT      NUMBER OF OUTSTANDING     EXERCISE PRICE PER SHARE
   --------------------      ---------------------     ------------------------
                                 STOCK OPTIONS
                                 -------------



              OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES OF
                   FIRST FEDERAL BANCSHARES, INC. COMMON STOCK
                                  (POST-MERGER)



 DATE OF OPTION GRANT        NUMBER OF OUTSTANDING     EXERCISE PRICE PER SHARE
 --------------------        ---------------------     ------------------------
                                  STOCK OPTIONS
                                  -------------