**Exhibit
      10**































**Exhibit
      10**





**FIRST
      AMENDMENT TO THE**


**FIRST
      FEDERAL BANKSHARES, INC.**


**AMENDED
      AND RESTATED 1999 STOCK OPTION PLAN**








**Pursuant
      to Section 21 of the First Federal Bankshares, Inc. Amended and Restated 1999
      Stock Option Plan (the “Option Plan”), the Option Plan is hereby amended,
      effective as of January 19, 2006, as follows:**





1.
            By
                adding the following new Section 10(c) to the Option
                Plan:





“ **(c)**  **Relinquishment
      of Rights** .  Notwithstanding
      anything in the Plan to the contrary, effective as of January 19, 2006, the
      Committee shall not grant any new Awards of Limited Rights to any Key Employees.
      With respect to outstanding Awards of Limited Rights granted prior to January
      19, 2006, the Board of Directors shall take such action as it determines to
      be
      necessary and appropriate to obtain the consent of Participants to relinquish
      their rights to such outstanding Limited Rights prior to January 19, 2006.
      Outstanding Awards of Limited Rights that are relinquished by Participants
      pursuant to the foregoing shall be evidenced by a written consent form signed
      and dated by the affected Participant in accordance with Section 21 of the
      Plan,
      provided, however, that nothing in the consent form shall (i) affect the
      Participant’s other rights under his outstanding Options, or (ii) restrict the
      ability of the Company, in its sole discretion, or any third party to make
      a
      cash payment to the Participant in exchange for the termination or cancellation
      of the Participant’s Options.”





2.
            By
                adding the following new paragraph at the end of Section 16 of the
                Option
                Plan:





“Notwithstanding
      anything in the Plan to the contrary, no provision of the Plan shall operate
      to
      require the cash settlement of a stock option under any circumstance that is
      not
      within the sole discretion of the Company.”





3.
            By
                substituting the following for Section 19(a) of the Option
                Plan:





“(a)  provide
      that such Options shall be assumed, or equivalent options shall be substituted
      (“Substitute Options”) by the acquiring or succeeding corporation (or an
      affiliate thereof), provided that: (A) any such Substitute Options exchanged
      for
      Incentive Stock Options shall meet the requirements of Section 424(a) of the
      Code, and (B) the shares of stock issuable upon the exercise of such Substitute
      Options shall constitute securities registered in accordance with the Securities
      Act of 1933, as amended (“1933 Act”) or such securities shall be exempt from
      such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the 1933
      Act, (collectively, “Registered Securities”), or in the alternative, and in the
      sole





discretion of the Company, if the securities issuable upon the exercise of
      such
      Substitute Options shall not constitute Registered Securities, then the
      Participant will receive upon consummation of the Change in Control a cash
      payment for each Option surrendered equal to the difference between the (1)
      Fair
      Market Value of the consideration to be received for each share of Common Stock
      in the Change in Control times the number of shares of Common Stock subject
      to
      such surrendered Options, and (2) the aggregate exercise price of all such
      surrendered Options, or”





**IN
      WITNESS WHEREOF** ,
      First
      Federal Bankshares, Inc. has caused this amendment to be adopted by a duly
      authorized officer, this 19th day of January, 2006.







FIRST
                  FEDERAL BANKSHARES, INCBy
              s/
                  Michael W. DoslandMichael
                  W. DoslandIts
              President
                  and Chief Executive Officer