SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the Fiscal Year Ended December 31, 2002

| |  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from          to
                                    --------    --------

                                     0-27672
                            (Commission File Number)
                         NORTH CENTRAL BANCSHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                  Iowa                                          421449849
    (State or Other Jurisdiction of                          (I.R.S. Employer
     Incorporation or Organization)                       Identification Number)
 c/o First Federal Savings Bank of Iowa
  825 Central Avenue, Fort Dodge, Iowa                             50501
(Address of Principal Executive Offices)                         (Zip Code)

                                 (515) 576-7531
               (Registrant's Telephone Number including area code)

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such
requirements for the past 90 days.
YES  X        NO
    ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]

     Indicate by check mark if whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act.
YES     NO  X
           ---

The aggregate value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the average bid and asked prices of the
Common Stock as of June 30, 2002 was $45,106,605.

As of March 10 2003, there were issued and outstanding 1,613,380 shares of the
Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of the Proxy Statement for the Registrant's 2003 Annual Meeting of
     Shareholders are incorporated by reference into Items 10, 11, 12 and 13 of
     Part III hereof.
2.   Portions of the 2002 Annual Report to Shareholders are incorporated by
     reference into Items 7, 7A, 8 and 9 of Part II hereof.

--------------------------------------------------------------------------------
<PAGE>
                                     PART I

         North Central Bancshares, Inc., and First Federal Savings Bank may from
time to time make written or oral "forward-looking statements." These
forward-looking statements may be contained in this annual filing with the
Securities and Exchange Commission (the "SEC"), the Annual Report to
Shareholders, other filings with the SEC, and in other communications by the
Company and the Bank, which are made in good faith pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The words
"may,""could," "should,""would," "believe," "anticipate," "estimate," "expect,"
"intend," "plan" and similar expressions are intended to identify
forward-looking statements.

         Forward-looking statements include statements with respect to the
Company's beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, that are subject to significant risks and
uncertainties. The following factors, many of which are subject to change based
on various other factors beyond the Company's control, and other factors
discussed in this Form 10-K, as well as other factors identified in the
Company's filings with the SEC and those presented elsewhere by management from
time to time, could cause its financial performance to differ materially from
the plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements:

     o    the strength of the United States economy in general and the strength
          of the local economies in which the Company and the Bank conduct
          operations;
     o    the effects of, and changes in, trade, monetary and fiscal policies
          and laws, including interest rate policies of the Federal Reserve
          Board;
     o    inflation, interest rate, market and monetary fluctuations;
     o    the timely development of and acceptance of new products and services
          and the perceived overall value of these products and services by
          users, including the features, pricing and quality compared to
          competitors' products and services;
     o    the willingness of users to substitute competitors' products and
          services for the Company's and the Bank's products and services;
     o    the Company's and the Bank's success in gaining regulatory approval of
          their products and services, when required;
     o    the impact of changes in financial services' laws and regulations
          (including laws concerning taxes, banking, securities and insurance);
     o    the impact of technological changes;
     o    acquisitions;
     o    changes in consumer spending and saving habits; and
     o    the Company's and the Bank's success at managing the risks involved in
          their business.

         This list of important factors is not exclusive. The Company or the
Bank does not undertake to update any forward-looking statement, whether written
or oral, that may be made from time to time by or on behalf of the Company or
the Bank.

ITEM 1.           BUSINESS

General

         North Central Bancshares, Inc. (the "Holding Company"), an Iowa
corporation, is the holding company for First Federal Savings Bank of Iowa (the
"Bank"), a federally chartered savings bank. Collectively, the Holding Company
and the Bank are referred to herein as the "Company." The Holding Company was
organized on December 5, 1995 at the direction of the Board of Directors of the
Bank for the purpose of acquiring all of the capital stock to be issued by the
Bank in connection with the conversion and reorganization of the Bank and North
Central Bancshares, M.H.C. (the "MHC") from the mutual to the stock holding
company structure (these transactions are collectively referred to as the
"Conversion"). On March 20, 1996, upon completion of the Conversion, the Holding
Company issued an aggregate of 4,011,057 shares of its common stock, par value
$0.01 per share ("Common Stock"), of which 1,385,590 shares were issued in
exchange for all of the Bank's issued and outstanding shares, except for shares
owned by North Central Bancshares MHC which were cancelled, and 2,625,467 shares
of which were sold in subscription and community offerings at a price of $10.00
per share, with gross proceeds amounting to $26,254,670. At this time, the
Holding Company conducts business as a unitary savings and loan holding company
and the principal business of the Holding Company consists of the operation of
its wholly-owned subsidiary, the Bank.

                                       -2-
<PAGE>
         The Holding Company's executive offices are located at the home office
of the Company at 825 Central Avenue, Fort Dodge, Iowa. The Holding Company's
telephone number is (515) 576-7531.

First Federal Savings Bank of Iowa

         The Bank is a federally chartered savings bank that conducts its
operations from its main office located in Fort Dodge, Iowa and eight branch
offices located in Iowa. Five of the Bank's branches are located in north
central and central Iowa, in the cities of Fort Dodge, Nevada, Ames, Perry and
Ankeny. Three of the Bank's offices are loacted in south east Iowa, in the
cities of Burlington and Mount Pleasant. The Bank is the successor to First
Federal Savings and Loan Association of Fort Dodge, which was chartered
originally in 1954, and on May 7, 1987 became a federally chartered savings
bank. The Bank adopted its present name on February 27, 1998. The Bank is a
community-oriented savings institution that is primarily engaged in the business
of attracting deposits from the general public in the Bank's market areas, and
investing such deposits in one-to-four family residential real estate mortgages,
multifamily and commercial mortgages and, to a lesser extent, secured and
unsecured consumer loans, with emphasis on second mortgage loans. The Bank's
deposits are insured by the FDIC under the SAIF. The Bank has been a member of
the Federal Home Loan Bank ("FHLB") System since 1954. At December 31, 2002, the
Bank had total assets of $403.9 million, total deposits of $277.0 million, and
total shareholders' equity of $38.7 million.

         The Bank's principal executive office is located at 825 Central Avenue,
Fort Dodge, Iowa and its telephone number at that address is (515) 576-7531.

Market Area and Competition

         The Company is an independent savings and loan holding company serving
its primary market area of Webster, Story, Dallas, Polk, Henry and Des Moines
Counties, which are located in the central and north central and southeastern
parts of the State of Iowa. The Company's market area is influenced by
agriculture as well as retail sales, professional services and public education.
The Company is headquartered in Fort Dodge, the Webster County seat, where it
operates two Company locations.

         The unemployment rate as of December 2002 for Webster County was 3.5%,
for Story County 2.6%, for Dallas County 3.3%, for Polk County 3.5%, for Henry
County 6.0% and for Des Moines County 5.6%. These compare to the national rate
of 6.0% and the State of Iowa rate of 3.9%.

         Due to the loan demand in the Company's overall market area, increased
competition, and the Company's decision to diversify its loan portfolio, the
Company has originated and purchased loans (primarily multifamily and commercial
real estate loans) from out of state. The Company intends to continue such
originations and purchases pursuant to its underwriting standards for
Company-originated loans.

         The Company encounters strong competition both in attracting deposits
and in originating real estate and other loans. Its most direct competition for
deposits has historically come from commercial and savings banks, other savings
associations, and credit unions in its market area. Competition for loans comes
from such financial institutions as well as mortgage banking companies. The
Company expects continued strong competition in the foreseeable future. Many
such institutions have greater financial and marketing resources available to
them than does the Company. The Company competes for savings deposits by
offering depositors a high level of personal service and a wide range of
competitively priced financial products. In recent years, additional strong
competition has come from stock and bond dealers and brokers and, in particular,
mutual funds. The Company competes for real estate loans primarily through the
interest rates and loan fees it charges and advertising, as well as by offering
high levels of personal service.

Lending Activities

         Loan Portfolio Composition. The principal components of the Company's
loan portfolio are fixed-rate and adjustable-rate first mortgage loans secured
by one-to four-family owner-occupied residential real estate, fixed- and
adjustable-rate first mortgage loans secured by multifamily residential and
commercial real estate and, to a lesser extent, secured and unsecured consumer
loans, with emphasis on second mortgage loans. At December 31, 2002, the
Company's total loans receivable totalled $344.6 million, of which $148.8
million, or 43.2%, were one-to four-family residential real estate first
mortgage loans, $70.8 million, or 20.5%, were multifamily real estate first
mortgage loans, primarily purchased by the Company and $71.3 million, or 20.7%,
were commercial real estate first mortgage loans, primarily purchased by the
Company. Consumer loans, consisting primarily of automobile loans and second
mortgage loans, totalled $53.8 million, or 15.6%, of the Company's loan
portfolio.

                                       -3-
<PAGE>
         Savings associations, such as the Bank, are generally subject to the
same limits on loans to one borrower as are imposed on national banks.
Generally, under these limits, a savings association may not make a loan or
extend credit to a single or related group of borrowers in excess of 15% of the
association's unimpaired capital and surplus. Additional amounts may be lent, in
the aggregate not exceeding 10% of unimpaired capital and surplus, if any such
loan or extension of credit is fully secured by readily-marketable collateral.
Such collateral is defined to include certain debt and equity securities and
bullion, but generally does not include real estate. At December 31, 2002, it
was the Company's policy to limit loans to one borrower to $3.0 million. At
December 31, 2002, the Company's largest aggregate outstanding loans to one
borrower was $2.7 million and the second largest borrower had an aggregate
balance of $2.5 million, both of which were first mortgage multifamily
residential real estate loans and both were performing, pursuant to their
respective terms, as of that date.

                                       -4-
<PAGE>
         Analysis of Loan Portfolio. Set forth below are selected data relating
to the composition of the Company's loan portfolio by type of loan as of the
dates indicated:

<TABLE>
<CAPTION>
                                                                              At December 31,
                                     -----------------------------------------------------------------------------------------------
                                            2002                2001               2000                1999              1998
                                     ------------------ ------------------- ------------------  ------------------ -----------------
                                               Percent              Percent            Percent            Percent            Percent
                                      Amount   of Total   Amount   of Total   Amount  of Total    Amount  of Total  Amount  of Total
                                     --------- -------- --------- --------- --------- --------- --------- -------- -------- --------
                                                                            (Dollars in thousands)
<S>                                  <C>       <C>      <C>        <C>      <C>        <C>      <C>       <C>      <C>       <C>
First mortgage loans:
   One-to four-family residential(1) $ 148,751  43.17%  $ 161,549   51.81%  $ 176,615   54.78%  $ 164,057  56.23%  $ 148,992  57.46%
   Multifamily .....................    70,779  20.54      74,396   23.86      75,858   23.53      73,417  25.16      64,895  25.02
   Commercial ......................    71,251  20.68      25,722    8.25      24,127    7.48      17,723   6.07      11,396   4.39
                                     ---------  -----   ---------   -----   ---------   -----   ---------  -----   ---------  -----
     Total first mortgage loans ....   290,781  84.39%    261,667   83.91     276,600   85.79     255,197  87.47     225,283  86.87
                                     ---------  -----   ---------   -----   ---------   -----   ---------  -----   ---------  -----
Consumer loans:
   Automobiles ..................... $  10,115   2.94%  $   9,406    3.02%  $   8,803    2.73%  $   8,003   2.74%  $   7,348   2.83%
   Second mortgage(2) ..............    38,239  11.10      35,619   11.42      31,910    9.90      23,604   8.09      20,784   8.01
  Other(3) .........................     5,438   1.58       5,134    1.65       5,095    1.58       4,956   1.70       5,946   2.29
                                     ---------  -----   ---------   -----   ---------   -----   ---------  -----   ---------  -----
    Total consumer loans ...........    53,792  15.61      50,159   16.09      45,808   14.21      36,563  12.53      34,078  13.13
                                     ---------  -----   ---------   -----   ---------   -----   ---------  -----   ---------  -----
    Total loans receivable ......... $ 344,573 100.00%  $ 311,826  100.00%  $ 322,408  100.00%  $ 291,760 100.00%  $ 259,361 100.00%
                                     ========= ======   =========  ======   =========  ======   ========= ======   ========= ======

Less:
  Undisbursed portion of
    construction loans ............. $     929   0.27%  $   1,055    0.34%  $   1,493    0.45%  $   1,982   0.68   $   2,025   0.78%
  Unearned loan (premium) discount .      (623) (0.18)        (37)  (0.01)         69    0.02         136   0.05         312   0.12
  Net deferred loan origination
     fees(costs) ...................         3   0.00         (56)  (0.02)        (23)  (0.01)        106   0.04         316   0.12
  Allowance for loan losses ........     3,118   0.90       2,883    0.92       2,843    0.88       2,777   0.95       2,676   1.03
                                     ---------  -----   ---------   -----   ---------   -----   ---------  -----   ---------  -----
       Total loans receivable, net . $ 341,146  99.01%  $ 307,981   98.77%  $ 318,026   98.64%  $ 286,759  98.29   $ 254,032  97.95%
                                     =========  =====   =========   =====   =========   =====   =========  =====   =========  =====
</TABLE>

----------

(1)  Includes interest-only construction loans that convert to permanent loans.

(2)  Second mortgage loans included $4.0 million, $2.0 million, $1.6 million,
     $1.5 million and $1.4 million of nonowner-occupied residential first
     mortgage loans at December 31, 2002, 2001, 2000, 1999 and 1998,
     respectively.

(3)  Other consumer loans included $1.9 million, $1.9 million, $1.5 million,
     $1.6 million and $2.3 million of commercial mortgage loans at December 31,
     2002, 2001, 2000, 1999 and 1998, respectively.

                                   -5-
<PAGE>
         Loan Maturity Schedule. The following table sets forth the maturity or
period to repricing of the Company's loan portfolio at December 31, 2002.
Overdraft lines of credit are reported as due in one year or less.
Adjustable-rate loans are included in the period in which interest rates are
next scheduled to adjust rather than in which they contractually mature, and
fixed rate loans are included in the period in which the final contractual
repayment is due.

<TABLE>
<CAPTION>
                                                                At December 31, 2002
                                 Within        1-3         3-5          5-10        10-20     Beyond 20
                                 1 Year       Years        Years        Years       Years       Years        Total
                                                                 (In thousands)
<S>                            <C>         <C>          <C>          <C>         <C>          <C>         <C>
First mortgage loans:
    One-to four-family
      residential(1)........   $  27,124   $  21,018    $  35,698    $  47,979   $  15,994    $     939   $ 148,752
  Multifamily...............      15,668      23,943       20,952        9,832         386            -      70,779
  Commercial................       5,539      19,038       12,562       22,832      11,280            -      71,251
Consumer loans (2)..........       5,160      11,738       30,766        4,857       1,271            -      53,792
                               ---------   ---------    ---------    ---------   ---------    ---------   ---------
    Total ..................   $  53,489   $  75,737    $  99,978    $  85,500   $  28,931    $     939   $ 344,574
                               =========   =========    =========    =========   =========    =========   =========
</TABLE>
________________________

(1)  One-to  four-family  loans include  $40.2  million of loans with  repricing
     periods greater than 5 years that have been classified as fixed rate loans.
     $36.3 million of these loans with repricing  periods less than 5 years have
     been classified as adjustable rate loans.

(2)  Includes second mortgage loans of $38.2 million at December 31, 2002.


         The following table sets forth the dollar amounts of all fixed rate and
adjustable rate loans in each loan category at December 31, 2002 due after
December 31, 2003.

<TABLE>
<CAPTION>
                                                         Due After December 31, 2003
                                             ------------------------------------------------
                                               Fixed            Adjustable             Total
                                             ---------          ----------          ---------
                                                               (In thousands)
<S>                                          <C>                 <C>                <C>
First mortgage loans:
    One-to four-family residential(1).....   $  60,957           $  60,671          $ 121,628
    Multifamily...........................       6,921              48,192             55,113
    Commercial............................      46,191              19,521             65,712
Consumer loans (2)........................      48,525                 108             48,633
                                             ---------           ---------          ---------
      Total...............................   $ 162,594           $ 128,492          $ 291,086
                                             =========           =========          =========
</TABLE>
________________________

(1)  One-to four-family loans include $40.2 million of loans with repricing
     periods greater than 5 years have been classified as fixed rate loans.
(2)  Includes second mortgage loans of $35.9 million at December 31, 2002.


         One-to four-family Residential Real Estate Loans. Traditionally, the
Company's primary lending activity consists of the origination of fixed- and
adjustable-rate one-to-four family owner-occupied residential first mortgage
loans, substantially all of which are collateralized by properties located in
the Company's market area. The Company also originates one-to four- family,
interest only construction loans that convert to permanent loans after an
initial construction period that generally does not exceed nine months. At
December 2002, 41.2% of the Company's residential real estate loans had fixed
rates, and 58.8% had adjustable rates.

         The Company originates loans for portfolio and sells loans in the
secondary mortgage market. However, the Company's one-to four-family,
fixed-rate, residential real estate loans originated for portfolio are generally
originated and underwritten according to standards that qualify such loans to be
included in Federal Home Loan Mortgage Corporation ("FHLMC") and Fannie Mae
purchase and guarantee programs and that otherwise permit resale in the
secondary mortgage market. The Company has sold fixed-rate loans with maturities
equal to or in excess of 15 years in the secondary mortgage market. For the year
ended December 31, 2002, the Company sold $53.6 million of one-to four-family
residential mortgage loans, generally to lower the Company's interest rate risk.
One-to four-family loans are underwritten and originated according to policies
approved by the Board of Directors.

         Originations of one-to four-family fixed-rate first mortgage loans are
monitored on an ongoing basis and are affected significantly by the level of
market interest rates, the Company's interest rate gap position, and loan
products offered by the Company's competitors. The Company's one-to four-family
fixed-rate first mortgage loans amortize on a monthly basis with

                                       -6-
<PAGE>
principal and interest due each month. The Company also offers 5 and 7-year
fixed-rate first mortgage loans that convert to adjustable-rate loans that
adjust on an annual basis after the initial fixed rate term. The overall
maturity of these loans may be up to 30 years. The Company determines whether a
customer qualifies for these loans based upon the initial fixed interest rate.

         The Company's adjustable rate mortgage loans, or "ARM loans" are
generally originated for terms of up to 30 years, with interest rates that
adjust annually. The Company establishes various annual and life-of-the-loan
caps on ARM loan interest rate adjustments. Currently, the Company offers ARM
loans with annual rate caps of 1.5% and maximum life-of-loan caps of 11.95%. At
present, the interest rate on its ARM loans is calculated by using the weekly
average yield on United States Treasury Securities adjusted to a constant
maturity of one year. The Company determines whether a borrower qualifies for an
ARM loan based on the fully indexed rate of the ARM loan at the time the loan is
originated, rather than the introductory or "teaser" rate or the maximum
life-of-the rate to which the loan could adjust. In addition, the Company
establishes floors for each loan originated below which the loan may not adjust.
One-to- four family residential ARM loans totalled $87.4 million, or 25.4%, of
the Company's total loan portfolio at December 31, 2002.

         The primary purpose of offering ARM loans is to make the Company's loan
portfolio more interest rate sensitive. ARM loans carry increased credit risk
associated with potentially higher monthly payments by borrowers as general
market interest rates increase. It is possible, therefore, that during periods
of rising interest rates, the risk of default on ARM loans may increase due to
the upward adjustment of interest costs to the borrower. Management believes
that the Company's credit risk associated with its ARM loans is reduced because
of the annual and lifetime interest rate adjustment limitations on such loans,
although such limitations do create an element of interest rate risk. See Item
7A. "Discussion of Market Risk-- Interest Rate Sensitivity Analysis" in the 2002
Annual Report to Shareholders, which is attached to this Form 10-K as Exhibit
13.1.

         The Company's one-to four-family residential first mortgage loans
customarily include due-on-sale clauses, which are provisions giving the Company
the right to declare a loan immediately due and payable in the event, among
other things, that the borrower sells or otherwise disposes of the underlying
real property serving as security for the loan. Due-on-sale clauses are an
important means of adjusting the rates on the Company's fixed rate mortgage loan
portfolio, and the Company has generally exercised its rights under these
clauses.

         Regulations limit the amount that a savings institution may lend
relative to the appraised value of the real estate securing the loan, as
determined by an appraisal at the time of loan origination. "See
Regulation-Regulation of Federal Savings Associations-Real Estate Lending
Standards." The Company's lending policies limit the maximum loan-to-value ratio
on mortgage loans without private mortgage insurance to 80% of the lesser of the
appraised value or the purchase price of the property to serve as collateral for
the loan. The Company generally makes one-to four-family first real estate loans
with loan-to-value ratios of up to 95%; however, for one-to four-family real
estate loans with loan-to-value ratios greater than 80%, the Company requires
the loan amount to be covered by private mortgage insurance. The Company
requires fire and casualty insurance, flood insurance, where applicable, an
abstract of title, and a title opinion on all properties securing real estate
loans originated by the Company.

         Multifamily Residential and Commercial Real Estate Loans. The Company's
loan portfolio contains loans secured by multifamily residential and commercial
real estate. Such loans constituted approximately $142.0 million, or 41.2%, of
the Company's total loan portfolio at December 31, 2002. Of such loans, $124.6
million, or 87.7%, were purchased or originated by the Company and were secured
by properties outside the State of Iowa (the "out of state" properties). There
was one loan secured by commercial real estate in the amount of $37,000 that was
more than 90 days past due at December 31, 2002. The multifamily and commercial
real estate loans are primarily secured by multifamily residences such as
apartment buildings and by commercial facilities such as office buildings and
retail buildings. Multifamily residential real estate loans are offered with
fixed and adjustable rates and are structured in a number of different ways
depending upon the circumstances of the borrower and the type of multifamily
project. Fixed rate loans generally amortize over 15 to 30 years, and generally
contain call provisions permitting the Company to require that the entire
principal balance be repaid at the end of five to fifteen years. Such loans are
priced as five to fifteen year loans with maximum loan-to-value ratios of 80%.
See " -- Purchased or Out of State Originated Loans".

         All purchased or out of state originated multifamily or commercial real
estate loans in excess of $500,000 are approved by the Chief Executive Officer,
Chief Operating Officer and the Board of Directors and are subject to the same
underwriting standards as for loans originated by the Company. All purchased or
out of state originated loans less than $500,000 are approved

                                       -7-
<PAGE>
by the Chief Executive Officer and Chief Operating Officer and ratified by the
Board of Directors and are subject to the same underwriting standards as loans
originated by the Company. Before a loan is purchased, the Company obtains a
copy of the original loan application, certified rent rolls, the original title
insurance policy and personal financial statements of any guarantors of the
loan. An executive officer or director of the Company also makes a personal
inspection of the property securing the loan. Such purchases are made without
recourse to the seller. $21.0 million, or 16.8%, of out of state multifamily and
commercial real estate loans are serviced by the Bank. $103.6 million, or 83.2%
of the out of state multifamily and commercial real estate loans are serviced by
the originating financial institution or mortgage company. The Company imposes a
$3.0 million limit on the aggregate size of multifamily and commercial loans to
any one borrower. Any exceptions to the limit must be specifically approved by
the Board of Directors on a loan-by-loan basis within the Company's legal
lending limit. See "Regulation -- Regulation of Federal Savings Associations --
Loans to One Borrower".

         Loans secured by multifamily and commercial real estate generally
involve a greater degree of credit risk than single-family residential mortgage
loans and typically, such loans also have larger loan balances. This increased
credit risk is a result of several factors, including the concentration of
principal in a limited number of loans and borrowers, the effects of general
economic conditions on income producing properties, and the increased difficulty
of evaluating and monitoring these types of loans. Furthermore, the repayment of
loans secured by multifamily and commercial real estate is typically dependent
upon the successful operation of the related real estate property. If the cash
flow from such real estate projects are reduced, the borrower's ability to repay
the loan may be impaired. As a result, these types of loans present greater
potential loan delinquencies and loan losses than single family residential
loans.

         Consumer Loans, Including Second Mortgage Loans. The Company also
originates consumer loans, which primarily include second mortgage loans. As of
December 31, 2002, consumer loans totalled $53.8 million, of which second
mortgage loans totalled $38.2 million, or 11.1%, of the Company's total loan
portfolio. The Company's second mortgage loans generally have fixed interest
rates and are generally for terms of 3 to 5 years. The Company's second mortgage
loans are secured by the borrower's principal residence with a maximum
loan-to-value ratio, including the principal balances of both the first and
second mortgage loans, of generally no more than 80%. The average principal
amount of the Company's second mortgage loans is approximately $18,000.

         To a lesser extent, the Company also originates loans secured by
automobiles, with fixed rates generally on a 80% loan-to-value basis for new
cars. All of the Company's automobile loans were originated by the Company and
generally, have terms of up to five years. At December 31, 2002, automobile
loans totalled $10.1 million, or 2.9% of the Company's total loan portfolio.

         In addition, the Company also makes other types of consumer loans,
primarily unsecured signature loans for various purposes. At December 31, 2002,
other consumer loans totalled $5.4 million, or 1.6% of the Company's net total
loan portfolio. Included in the other consumer loans are unsecured consumer
loans totalled $929,000, or 0.3% of the Company's total loan portfolio. The
minimum loan amount for unsecured signature loans is $1,000, the maximum loan
amount for such loans is generally $7,500, and the average balance of such loans
is approximately $1,000.

         The Company originates a limited number of commercial business loans,
which the Company includes with its consumer loan portfolio for reporting
purposes. Such loans may be unsecured and are originated for any business
purpose, such as for the purchase of computers and business equipment. The
maximum loan amount for such unsecured loans is generally $7,500.

         The Company's business plan calls for an increase in consumer lending
for the foreseeable future, particularly second mortgage lending. The Company
generally expects consumer loan demand will come from its existing customer
base. Consumer loans generally provide for shorter terms and higher yields as
compared to residential first mortgage loans, but generally carry higher risks
of default. At December 31, 2002, $172,000, or 0.32%, of the Company's consumer
loan portfolio was on non-accrual status.

         Loan Originations, Solicitation, Processing, and Commitments. Loan
originations are derived from a number of sources such as real estate agent
referrals, existing customers, borrowers, builders, and walk-in customers. Upon
receiving a loan application, the Company obtains a credit report and employment
verification to verify specific information relating to the applicant's
employment, income, and credit standing. In the case of a real estate loan, an
appraiser approved by the Company appraises the real estate intended to
collateralize the proposed loan. An underwriter in the Company's loan department
checks the loan application file for accuracy and completeness, and verifies the
information provided. Pursuant to the Company's written

                                       -8-
<PAGE>
loan policies, senior management approves all first mortgage loans. The Loan
Committee of the Board of Directors meets quarterly to review a sampling of all
loans originated in the previous three months.

         After a loan is approved, a loan commitment letter is promptly issued
to the borrower. The commitment letter specifies the terms and conditions of the
proposed loan including the amount of the loan, interest rate, amortization
term, a brief description of the required collateral, and required insurance
coverage. Commitments are typically issued for 60-day periods in the case of
loans to refinance, loans to purchase existing real estate, and construction
loans. The borrower must provide proof of fire and casualty insurance on the
property serving as collateral, which insurance must be maintained during the
full term of the loan. An abstract of title along with an attorney's title
opinion is required on all first mortgage loans secured by real property in
Iowa. At December 31, 2002, the Company had outstanding commitments to originate
$6.0 million of loans. This amount does not include commitments to purchase
loans, the undisbursed overdraft loan privileges or the unfunded portion of
loans in process.

         Purchased or Out of State Originated Loans. The Company's loan
portfolio contains $135.6 million of loans secured by out of state properties.
These loans represented 39.3% of the Company's total loan portfolio at December
31, 2002. All of the one-to four-family, multifamily residential and commercial
real estate loans in the Company's loan portfolio which are purchased out of
state by the Company are without recourse to the seller. At December 31, 2002,
approximately $33.9 million of these purchased or originated out of state loans
represented loans secured by real estate in the state of California, located
primarily in southern California. The Company's investment in properties in
Colorado totalled $21.0 million and was primarily distributed between the
Colorado Springs and Denver areas. The Company's investment in properties
located in Wisconsin totalled $14.3 million and was primarily distributed
between the Milwaukee and Madison areas. The Company's investment in properties
located in Missouri totalled $15.5 million. The remainder of the Company's
purchased or out of state originated loans are distributed in various states. At
December 31, 2002, the Company's multifamily residential and commercial real
estate loans had an average balance of $592,000 and the largest loan had a
principal balance of $2.7 million. As of December 31, 2002 there was one
commercial real estate loan in the amount of $37,000 that was more than 90 days
past due and was on nonaccrual status.

         To supplement its origination of one-to four-family first mortgage
loans, the Company also purchases loans secured by one-to four-family residences
out of state. At December 31, 2002, $11.0 million, or 3.2%, of the Company's
total loan portfolio consisted of purchased one-to four-family loans, of which
$5.5 million were secured by properties located in Missouri. As of December 31,
2002 there were no purchased one-to four-family first mortgage loans that were
on a nonaccrual status.

         Loans purchased by the Company entail certain risks not necessarily
associated with loans the Company originates. The Company's purchased loans are
generally acquired without recourse against the seller. $28.7 million, or 21.1%,
of out of state loans are serviced by the Bank. $106.9 million, or 78.9% of the
out of state loans are serviced by the originating financial institution or
mortgage company. Although the Company reviews each purchased loan using the
Company's underwriting criteria for originations and a Company officer or
director performs an on-site inspection of each purchased loan, the Company is
dependent on the servicer of the loan for ongoing collection efforts and
collateral review. In addition, the Company purchases loans with a variety of
terms, including maturities, interest rate caps and indices for adjustment of
interest rates that may differ from those offered at the time by the Company in
connection with loans the Company originates. Finally, the market areas in which
the properties which secure the purchased loans are located are subject to
economic and real estate market conditions that may significantly differ from
those experienced in the Company's market areas. If economic conditions continue
to limit the Company's opportunities to originate loans in its market areas, the
Company may increase its investment in out of state mortgage loans. There can be
no assurance, however, that economic conditions in these out of state areas will
not deteriorate in the future resulting in increased loan delinquencies and loan
losses among the loans secured by property in these areas.

         In an effort to reduce the risk of loss on out of state purchased
loans, the Company generally purchases loans that meet the underwriting policies
for loans originated by the Company although specific rates and terms may differ
from the rates and terms offered by the Company. The Company also requires
appropriate documentation, and personal inspections of the underlying real
estate collateral by an executive officer or director prior to purchase.

                                       -9-
<PAGE>
         Set forth below is a table of the Company's purchased or out of state
originated loans by state of origin (including multifamily residential,
commercial real estate and one-to four-family first mortgage loans) as of
December 31, 2002.

                        Balance as of           Percentage as of
  State               December 31, 2002         December 31, 2002
                       (In thousands)
--------------------------------------------------------------------------------

Arizona                 $   1,920                     1.4%
California                 33,880                    25.0
Colorado                   20,964                    15.5
Georgia                       13                      0.0
Illinois                    3,122                     2.3
Indiana                     5,807                     4.3
Michigan                    2,102                     1.6
Minnesota                  12,270                     9.1
Missouri                   15,474                    11.4
Montana                        12                     0.0
Nebraska                    7,325                     5.4
Nevada                      1,706                     1.3
North Carolina                585                     0.4
North Dakota                   16                     0.0
Ohio                        1,541                     1.1
Oregon                      2,913                     2.2
South Dakota                4,266                     3.1
Tennessee                      64                     0.0
Texas                       2,162                     1.6
Utah                        4,304                     3.2
Virginia                       20                     0.0
Washington                    851                     0.6
Wisconsin                  14,273                    10.5
                        ----------                  ------

   Total                $ 135,590                   100.0%
                        =========                   =====

                                      -10-
<PAGE>
         Origination, Purchase and Sale of Loans. The table below shows the
Company's originations, purchases and sales of loans for the periods indicated.

<TABLE>
<CAPTION>
                                                                             For the Years Ended
                                                                                December 31,
                                                          --------------------------------------------------------
                                                               2002                   2001                  2000
                                                          -------------          -------------         -------------
                                                                                 (In thousands)
<S>                                                         <C>                    <C>                   <C>
Total loans receivable at beginning of period.........      $ 311,826              $ 322,408             $ 291,760
                                                            ---------              ---------             ---------
Originations:
First mortgage loans:
   One-to four-family residential.....................         84,143                 83,270                48,937
   Multifamily........................................              -                      -                     -
   Commercial.........................................            264                      -                     -
Consumer loans:
   Automobile.........................................          8,573                  8,003                 6,856
   Second mortgage ...................................         28,577                 27,033                21,500
   Other..............................................          4,303                  4,339                 2,853
                                                            ---------              ---------             ---------
     Total originations:..............................        125,860                122,645                80,146
Loan Purchases:
   First mortgage-- one-to four-family................          5,104                  1,865                 1,677
   First mortgage-- multifamily.......................         22,891                 20,876                10,449
   First mortgage-- commercial........................         56,434                  5,043                 7,499
Loan Sales:
   First mortgage-- one-to four-family................        (52,899)               (49,309)              (14,080)
Transfer of mortgage loans to (from)
   foreclosed real estate.............................           (107)                   889                  (166)
Repayments............................................       (124,535)              (110,813)              (55,209)
                                                            ---------              ---------             ---------
Net loan activity.....................................         32,748                (10,582)               30,648
                                                            ---------              ---------             ---------
     Total loans receivable at end of period..........    $   344,574            $   311,826           $   322,408
                                                          ===========            ===========           ===========
</TABLE>

         Loan Origination Fees and Other Income. In addition to interest earned
on loans, the Company generally receives fees in connection with loan
originations. Such loan origination fees, net of costs to originate, are
deferred and amortized using an interest method over the contractual life of the
loan. Net deferred fees and costs are recognized into income immediately upon
prepayment of the related loan. At December 31, 2002, the Company had $3,000 of
deferred loan origination fees, net. Such fees vary with the type of loans and
commitments made. The Company typically charges a document preparation fee on
fixed- and adjustable-rate first mortgage loans. In addition to loan origination
fees, the Company also receives other fees, service charges (such as overdraft
fees), and other income that consist primarily of deposit transaction account
service charges and late charges. The Company recognized fees and service
charges of $2.4 million, $2.0 million and $1.6 million for the fiscal years
ended December 31, 2002, 2001 and 2000, respectively.

Investment Activities

         At December 31, 2002, the Company's investment portfolio is comprised
of State and Local Obligations, mortgage- backed securities, mutual funds,
interest-bearing deposits and equity securities consisting of FHLMC preferred
stocks, FNMA preferred stock, FHLB stock and other common stock. At December 31,
2002, $538,000, or 8.9%, of the Company's investment portfolio, excluding
mortgage-backed securities, mutual funds and equity securities, was scheduled to
mature in one year or less, and $1.6 million, or 26.8% was scheduled to mature
within one to five years.

         Liquidity levels may be increased or decreased depending upon the
yields on investment alternatives and upon management's judgment as to the
attractiveness of the yields then available in relation to other opportunities
and its expectation of the level of yield that will be available in the future,
as well as management's projections as to the short term demand for funds to be
used in the Company's loan origination and other activities. In addition, the
Company's liquidity levels are affected by the level and source of its borrowed
funds.

                                      -11-
<PAGE>
         Investment Portfolio.  The following table sets forth the carrying
value of the Company's investment portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                                At December 31,
                                              2002                   2001                  2000
                                           --------              ---------             ---------
                                                                (In thousands)
<S>                                        <C>                    <C>                   <C>
Investment securities:
     U.S. Government agencies (1)........  $      -               $  1,003              $ 17,278
     Mortgage-backed securities..........     4,026                  6,331                 8,183
     State and Local Obligations (1).....     6,073                  5,952                 4,473
     FHLB stock..........................     4,478                  4,429                 4,429
     Mutual Fund.........................     2,000                  2,002                     -
     Equity securities(2)................     6,257                 11,649                 8,989
                                           --------               --------              --------
       Total investment securities.......    22,834                 31,366                43,352
     Interest-earning deposits...........    13,026                 17,650                 6,331
                                           --------               --------              --------
       Total investments.................  $ 35,860               $ 49,016              $ 49,683
                                           ========               ========              ========
</TABLE>

(1)  Certain securities have call features which allows the issuer to call the
     security prior to maturity date.

(2)  Certain securities have call features which allows the issuer to call the
     security.

                                      -12-
<PAGE>
         Investment Portfolio Maturities. The following table sets forth the
scheduled maturities, carrying values, market values and weighted average yields
for the Company's investment portfolio at December 31, 2002.

<TABLE>
<CAPTION>
                                                                         At December 31, 2002
                                    --------------------------------------------------------------------------------------------
                                      One Year or Less        One to Five Years        Five to Ten Years       Over Ten Years
                                    ---------------------    --------------------    --------------------   --------------------
                                               Annualized              Annualized              Annualized             Annualized
                                                Weighted                Weighted                Weighted               Weighted
                                     Carrying    Average     Carrying    Average     Carrying    Average    Carrying    Average
                                       Value      Yield        Value      Yield        Value      Yield       Value      Yield
                                                                        (Dollars in thousands)
<S>                                 <C>           <C>        <C>           <C>       <C>          <C>       <C>           <C>
Investment securities:
   Mortgage-backed securities       $     83      4.95%      $   405       5.44%     $ 2,297      5.71%     $ 1,241       5.99%
   State and Local Obligations(1)        538      4.40         1,630       4.49        3,038      4.68          868       6.14
   Mutual Fund...................          -         -             -          -            -         -            -          -
   FHLB Stock....................          -         -             -          -            -         -            -          -
   Common and Preferred Stock              -         -             -          -            -         -            -          -
   Preferred Stock-FNMA(2)                 -         -             -          -            -         -            -          -
   Preferred Stock-FHLMC(2)..              -         -             -          -            -         -            -          -
                                    --------      ----       -------       ----      -------      ----      -------       ----
     Total securities available
          for sale...............   $    621      4.47%      $ 2,035       4.68%     $ 5,335      5.12%     $ 2,109       6.05%
Interest-bearing deposits
   at the FHLB...................     13,026      0.72             -          -            -         -            -          -
                                    --------      ----       -------       ----      -------      ----      -------       ----
     Total investments...........   $ 13,647      0.89%      $ 2,035       4.68%     $ 5,335      5.12%     $ 2,109       6.05%
                                    ========      ====       =======       ====      =======      ====      =======       ====
</TABLE>

                                                At December 31, 2002
                                    ------------------------------------------
                                                      Total
                                    ------------------------------------------
                                                                    Annualized
                                                          Average    Weighted
                                    Carrying     Fair     Life in    Average
                                      Value      Value     Years      Yield
                                            (Dollars in thousands)
Investment securities:
   Mortgage-backed securities       $  4,026   $  4,026      2        5.75%
   State and Local Obligations(1)      6,074      6,074      4        4.81
   Mutual Fund...................      2,000      2,000               2.50
   FHLB Stock....................      4,478      4,478               3.00
   Common and Preferred Stock              3          3                  -
   Preferred Stock-FNMA(2)             1,023      1,023               5.81
   Preferred Stock-FHLMC(2)..          5,230      5,230               4.64
     Total securities available
          for sale...............   $ 22,834   $ 22,834               4.40%
Interest-bearing deposits
   at the FHLB...................     13,026     13,026               0.72
                                    --------   --------               ----
     Total investments...........   $ 35,860   $ 35,860               3.05%
                                    ========   ========               ====

(1)  Certain securities have call features which allows the issuer to call the
     security prior to maturity date.

(2)  Certain securities have call features which allows the issuer to call the
     security.

                                      -13-
<PAGE>
Sources of Funds

         General. Deposits are the major source of the Company's funds for
lending and other investment purposes. In addition to deposits, the Company
derives funds from FHLB advances, the amortization and prepayment of loans, the
maturity of investment securities and operations. Scheduled loan principal
repayments are a relatively stable source of funds, while deposit inflows and
outflows and loan prepayments are influenced significantly by general interest
rates and market conditions. The Company uses short-term borrowings to
compensate for reductions in the availability of funds from other sources or on
a longer term basis for general business purposes.

         Deposits. During 2002, consumer and commercial deposits were attracted
principally from within the Company's market area through the offering of a
broad selection of deposit instruments including NOW accounts, savings accounts,
money market savings, certificates of deposit and individual retirement
accounts. Deposit account terms vary according to the minimum balance required,
the period of time during which the funds must remain on deposit, and the
interest rate, among other factors. The maximum rate of interest which the
Company may pay is not established by regulatory authority. The Company
regularly evaluates its internal cost of funds, surveys rates offered by
competing institutions, reviews the Company's cash flow requirements for lending
and liquidity, and executes rate changes when deemed appropriate. Public fund
deposits totalled $1.3 million at December 31, 2002, a reduction of $6.8 million
from December 31, 2001. The Company does not obtain retail funds through brokers
through a solicitation of funds, nor by offering negotiated rates on
certificates of deposit in excess of $100,000.

         Deposit Portfolio. Deposits with the Company as of December 31, 2002,
were represented by the various types of deposit programs described below.

<TABLE>
<CAPTION>
  Weighted                                                                                                   Percentage
   Average                                  Checking and                    Minimum                          of Total
Interest Rate   Original Term             Savings Deposits                  Balance        Balances          Deposits
-------------   -------------             ----------------                  -------        --------          --------
                                                                                          (Dollars in
                                                                                           thousands)

   <S>            <C>                     <C>                              <C>            <C>                 <C>
   0.00%          None                    Noninterest-bearing demand       $    50        $  8,156              2.94%
   0.45           None                    NOW accounts                          50          36,374             13.13
   0.93           None                    Savings accounts                      25          25,693              9.28
   1.29           None                    Money Market savings               2,500          23,748              8.57

                                          Certificates of Deposit

   1.59           1-3 months              Fixed term, fixed rate           $ 1,000        $    613              0.22
   2.08           4-6 months              Fixed term, fixed rate             1,000           2,984              1.08
   2.10           7-9 months              Fixed term, fixed rate             1,000           1,059              0.38
   2.79           10-12 months            Fixed term, fixed rate             1,000          22,146              7.99
   3.77           13-24 months            Fixed term, fixed rate             1,000          49,517             17.88
   4.60           25-36 months            Fixed term, fixed rate             1,000          28,957             10.45
   5.24           37-48 months            Fixed term, fixed rate             1,000           6,248              2.26
   5.48           49-60 months            Fixed term, fixed rate             1,000          67,806             24.48
   5.31           61 months or greater    Fixed term, fixed rate             1,000           3,454              1.25
   2.00           Various                 Variable rate                        100             245              0.09
                                                                                           -------            ------
                                          Total deposits                                  $277,000            100.00%
                                                                                          ========            ======
</TABLE>

                                      -14-
<PAGE>
         The following table sets forth the change in dollar amount of deposits
in the various types of deposit accounts offered by the Company between the
dates indicated.

<TABLE>
<CAPTION>
                                            Increase     Increase                  Increase      Increase
                                 Balance   (Decrease)   (Decrease)     Balance    (Decrease)    (Decrease)      Balance
                                12/31/02        %           $         12/31/01         %             $         12/31/00
                               ----------------------------------------------------------------------------------------
                                                                  (Dollars in thousands)
                               ----------------------------------------------------------------------------------------
<S>                            <C>             <C>      <C>          <C>             <C>       <C>            <C>
Noninterest bearing demand.    $   8,156       18.82%   $   1,292    $   6,864        13.06%   $    793       $   6,071
NOW........................       36,374        7.72        2,607       33,767        11.72       3,542          30,225
Savings account ...........       25,693       17.44        3,815       21,878         0.71         154          21,724
Money market savings.......       23,748      (15.48)      (4,348)      28,096        14.59       3,577          24,519
Certificates of deposit
  that mature:
    within 12 months.......       67,872      (28.33)     (26,833)      94,705         1.65       1,533          93,172
    within 12-36 months....       74,855       41.16       21,828       53,027       (14.43)     (8,945)         61,972
    beyond 36 months.......       40,302       32.24        9,825       30,477        29.78       6,993          23,484
                               ---------      ------    ---------    ---------       ------    --------       ---------
      Total................    $ 277,000        3.05%   $   8,186    $ 268,814         2.93%   $  7,647       $ 261,167
                               =========      ======    =========    =========       ======    ========       =========
</TABLE>

<TABLE>
<CAPTION>
                                             Increase     Increase                  Increase     Increase
                                 Balance    (Decrease)   (Decrease)    Balance      Decrease)   (Decrease)      Balance
                                12/31/00        %             $       12/31/99          %            $         12/31/98
                               ----------------------------------------------------------------------------------------
                                                              (Dollars in thousands)
                               ----------------------------------------------------------------------------------------
<S>                            <C>            <C>       <C>          <C>             <C>       <C>            <C>
Noninterest bearing demand.    $    6,071     (5.32)%   $    (341)   $   6,412       17.48%    $     954      $   5,458
NOW........................       30,225        0.43          129       30,096        2.63          (813)        30,909
Passbook savings...........       21,724      (15.90)      (4,106)      25,830        1.03          (269)        26,099
Money market savings.......       24,519       40.40        7,055       17,464       11.92        (2,364)        19,828
Certificates of deposit
  that mature:
    within 12 months.......       93,172      (20.71)     (24,343)     117,515       44.55        36,220         81,295
    within 12-36 months....       61,972       17.58        9,265       52,707       18.86       (12,255)        64,962
    beyond 36 months.......       23,484       11.78        2,477       21,007       15.81         2,868         18,139
                               ---------      ------    ---------    ---------       ------    --------       ---------
       Total...............    $ 261,167      (3.64)%   $  (9,864)   $ 271,031        9.87%    $  24,341      $ 246,690
                               =========      =====     =========    =========        ====     =========      =========
</TABLE>

                                      -15-
<PAGE>
         The following table sets forth the certificates of deposit in the
Company classified by rates as of the dates indicated:


                                           At December 31,
                              2002             2001               2000
                          ---------         ---------          ---------
                                          (In thousands)
Rate

3.99% or less............ $  68,526         $  23,765          $      24
4.00-5.99%...............    88,840            95,618             78,138
6.00-7.99%...............    25,664            58,814            100,455
8.00% or greater.........         -                12                 11
                          ---------         ---------          ---------
                          $ 183,030         $ 178,209          $ 178,628
                          =========         =========          =========


         The following table sets forth the amount and maturities of
certificates of deposit at December 31, 2002.

<TABLE>
<CAPTION>
                                                                    Amount Due
                          ---------------------------------------------------------------------------------------------
                             Less
                            Than 1         1-2           2-3           3-4           4-5         After 5
                             Year         Years         Years         Years         Years         Years        Total
                          --------      --------      --------      --------       --------      -------     ---------
                                                                  (In thousands)

<C>                       <C>           <C>           <C>           <C>            <C>           <C>         <C>
Rate
3.99% or less...........  $ 36,774      $ 24,535      $  4,545      $  1,101       $  1,571      $     -     $  68,526
4.00-5.99%..............    22,382        28,875         4,040        12,902         17,813        2,828        88,840
6.00-7.99%..............     8,716         2,474        10,386         4,004             84            -        25,664
                          --------      --------      --------      --------       --------      -------     ---------
                          $ 67,872      $ 55,884      $ 18,971      $ 18,007       $ 19,468      $ 2,828     $ 183,030
                          ========      ========      ========      ========       ========      =======     =========
</TABLE>

         The following table indicates the amount of the Company's certificates
of deposit greater than $100,000 by time remaining until maturity at December
31, 2002. This amount does not include savings accounts of greater than
$100,000, which totalled approximately $1.0 million at December 31, 2002.


                                                              Certificates
                                                             of Deposit over
                 Remaining Maturity                             $100,000
                 ------------------                          ---------------
                                                             (In thousands)

Three months or less.................................         $   3,455
Three through six months.............................               889
Six through twelve months............................             2,486
Over twelve months...................................             8,966
                                                              ---------
  Total..............................................         $  15,796
                                                              =========

                                      -16-
<PAGE>
         The following table sets forth the changes in deposits of the Company
for the periods indicated:

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                            ---------------------------------------------------
                                              2002               2001                  2000
                                            -------            --------             ---------
                                                             (In thousands)
<S>                                         <C>                <C>                  <C>
Net increase (decrease) before interest
    credited..............................  $   335            $ (1,626)            $ (18,730)
Interest credited.........................    7,851               9,273                 8,866
                                            -------            --------             ---------
    Net increase (decrease) in deposits...  $ 8,186            $  7,647             $  (9,864)
                                            =======            ========             =========
</TABLE>

Borrowings

         Deposits are the Company's primary source of funds. The Company may
also obtain funds from the FHLB. FHLB advances are collateralized by selected
assets of the Company. Such advances are made pursuant to several different
credit programs, each of which has its own interest rate and range of
maturities. The maximum amount that the FHLB will advance to member
institutions, including the Bank, for purposes other than meeting withdrawals,
fluctuates from time to time in accordance with the policies of the OTS and the
FHLB. The maximum amount of FHLB advances to a member institution generally is
reduced by borrowings from any other source.


                                                       For the
                                                Year Ended December 31,
                                    -----------------------------------------
                                      2002              2001           2000
                                    --------         ---------      ---------
                                                (Dollars in thousands)
Weighted average rate paid on:
      FHLB advances................     5.33%            6.01%           6.20%
FHLB advances:
      Maximum balance.............. $ 89,561         $ 88,563        $ 88,572
      Average balance..............   82,996           75,827          71,570
Weighted average rate paid on:
      Other borrowings.............     4.07%            2.39%           1.00%
Other borrowings:
      Maximum balance.............. $   275          $    275        $     34
      Average balance..............      26                27              32

----------

Title Abstract Business

         A component of the Company's operating strategy to increase
non-interest income is through the abstract company business conducted through a
wholly owned subsidiary, First Iowa Title Services Inc. ("First Iowa"). First
Iowa currently provides real estate title abstracting services in Webster, Boone
and Jasper counties. These services include researching recorded documents at
the county courthouse and providing a history of those documents as they pertain
to specific parcels of real estate. This information is used to determine who
owns specific parcels of real estate and what encumbrances are on those specific
parcels. The abstract business performed by First Iowa replaces a significant
portion of the function of a title insurance company. Iowa law prohibits Iowa
insurance companies or companies authorized to do business in Iowa from issuing
title insurance or insurance against loss or damage by reason of defective
title, encumbrance or otherwise. Institutions can purchase title insurance, for
their own protection or to sell loans on the secondary market, but the cost of
this insurance may not be passed on to the borrower. First Iowa had 16 employees
as of December 31, 2002.

Insurance and Annuity Business

         Another component of the Company's operating strategy to increase
non-interest income is through First Federal Investment Services, Inc. ( "First
Federal Investments"), a wholly owned subsidiary of the Bank. First Federal
Investments activities include the sale of life insurance on mortgage loans, and
credit life and accident and health insurance on consumer

                                      -17-
<PAGE>
loans made by the Company. In addition, First Federal Investments sells life
insurance annuity products, mutual funds and other noninsured products. First
Federal Investments had two employees as of December 31, 2002.

Mortgage Company Business

         First Iowa Mortgage, Inc. is a wholly-owned subsidiary of the Bank.
First Iowa Mortgage, Inc. originated first mortgage loans and subsequently sold
these loans and the mortgage servicing rights to investors. First Iowa Mortgage,
Inc. currently is inactive and these services are provided by the Bank.

Multifamily Apartment Buildings

         On July 13, 1995, the Company formed the Northridge Apartments Limited
Partnership with the Fort Dodge Housing Corporation ("FDHC"), a non-profit Iowa
corporation formed to acquire, develop and manage low-and moderate- income
housing for residents of the Fort Dodge area. The FDHC is controlled by the Fort
Dodge Municipal Housing Agency, an agency chartered by the City of Fort Dodge.
The Northridge Partnership is a low-income housing tax credit project for
certain federal tax purposes. A 44-unit apartment complex was completed on
February 1, 1997. The tax credits for the year ended December 31, 2002 are
approximately $154,000. The tax credits will continue for an additional four-
year period.

         On October 24, 1996, the Company formed the Northridge Apartments
Limited Partnership II to acquire, develop and manage low-and moderate-income
housing for residents of the Fort Dodge area. Northridge Partnership II was
awarded low income housing tax credits in 2002 by the Iowa Finance Authority.
These credits were awarded to construct a 23 unit apartment building in Fort
Dodge, Iowa. Completion of construction of this building is scheduled for March
31, 2003. Estimated federal tax credits in future years will be approximately
$125,000 annually for a ten year period. Tax credits for 2003 will be prorated
from the date of occupancy by tenants. In addition, this building is located in
an area designated as a state enterprise zone. A State of Iowa one time tax
credit of approximately $150,000 will be awarded upon completion of
construction.

Personnel

         At December 31, 2002, the Company had 117 full-time and 27 part-time
employees (including the 16 employees of First Iowa and the 2 employees at First
Federal Investments). None of the Company's employees is represented by a
collective bargaining group. The Company believes its relationship with its
employees to be good.

                                      -18-
<PAGE>
                           FEDERAL AND STATE TAXATION


Federal Taxation

         General. The following discussion of tax matters is intended only as a
summary and does not purport to be a comprehensive description of the tax rules
applicable to the Company. For federal income tax purposes, the Holding Company
and the Bank will be eligible to file consolidated income tax returns and report
their income on a calendar year basis using the accrual method of accounting and
are subject to federal income taxation in the same manner as other corporations
with some exceptions, including particularly the Bank's tax reserve for bad
debts, discussed below. The Company and the Bank are not currently under audit
by the IRS and has not been audited for the past five years.

         Bad Debt Reserves. The Bank, as a "small bank" (one with assets having
an adjusted tax basis of $500 million or less) is permitted to maintain a
reserve for bad debts with respect to loans and to make, within specified
formula limits, annual additions to the reserve which are deductible for
purposes of computing the Bank's taxable income. Pursuant to the Small Business
Job Protection Act of 1996, the Bank is now recapturing (taking into income)
over a multi-year period a portion of the balance of its bad debt reserve as of
December 31, 1995.

         Distributions. To the extent that the Bank makes "nondividend
distributions" to shareholders, such distributions will be considered to result
in distributions from the Bank's "base year reserve", i.e. its reserve as of
December 31, 1987, to the extent thereof and then from its supplemental reserve
for losses on loans, and an amount based on the amount distributed will be
included in the Bank's taxable income. Nondividend distributions include
distributions in excess of the Bank's current and accumulated earnings and
profits, distributions in redemption of stock and distributions in partial or
complete liquidation. However, dividends paid out of the Bank's current or
accumulated earnings and profits, as calculated for federal income tax purposes,
will not constitute nondividend distributions and, therefore, will not be
included in the Bank's income.

         The amount of additional taxable income created from a nondividend
distribution is an amount that, when reduced by the tax attributable to the
income, is equal to the amount of the distribution. Thus, in some situations,
approximately one and one-half times the nondividend distribution would be
includable in gross income for federal income tax purposes, assuming a 34%
federal corporate income tax rate. We do not intend to pay distributions that
would result in the recapture of any portion of our bad debt reserves.

         Corporate Alternative Minimum Tax. The Internal Revenue Code (the
"Code") imposes a tax on alternative minimum taxable income ("AMTI") at a rate
of 20%. Only 90% of AMTI can be offset by AMTI minimum tax net operating loss
carryovers, of which there is none. AMTI is also adjusted by determining the tax
treatment of certain items in a manner that negates the deferral of income
resulting from the regular tax treatment of those items. The Company does not
expect to be subject to the AMT.

         Dividends-Received Deduction. The Holding Company may exclude from its
income 100% of dividends received from the Bank as a member of the same
affiliated group of corporations.

State and Local Taxation

         Iowa and Colorado Taxation. The Holding Company and the Bank's
subsidiaries file Iowa corporation tax returns and the Bank files an Iowa
franchise and Colorado income tax return.

         The State of Iowa imposes a tax on the Iowa franchise taxable income of
thrift institutions at the rate of 5%. Iowa franchise taxable income is
generally similar to federal taxable income except that interest from state and
municipal obligations is taxable, and no deduction is allowed for state
franchise taxes. The net operating loss carryback and carryforward rules are
similar to the federal rules.

         The state corporation income tax rate ranges from 6% to 12% depending
upon Iowa corporation taxable income. Interest from federal securities is not
taxable for purposes of the Iowa corporation income tax.

                                      -19-
<PAGE>
                                   REGULATION

General

         The Bank is a federal savings bank subject to the regulation,
examination and supervision by the OTS and is subject to the examination and
supervision of the Federal Deposit Insurance Corporation ("FDIC") as its deposit
insurer. The Bank is a member of the SAIF, and its deposit accounts are insured
up to applicable limits by the FDIC. All of the deposit premiums paid by the
Bank to the FDIC for deposit insurance are currently paid to the SAIF. The Bank
is also a member of the FHLB of Des Moines, which is one of the 12 regional
FHLBs. The Bank must file reports with the OTS and the FDIC concerning its
activities and financial condition, and it must obtain regulatory approvals
prior to entering into certain transactions, such as mergers with, or
acquisitions of, other depository institutions. The OTS conducts periodic
examinations to assess the Bank's compliance with various regulatory
requirements. This regulation and supervision establishes a comprehensive
framework of activities in which a savings association can engage and is
intended primarily for the protection of the insurance fund and depositors. The
Holding Company, as a savings and loan holding company, files certain reports
with, and otherwise complies with, the rules and regulations of the OTS and of
the SEC under the federal securities laws.

         The OTS and the FDIC have significant discretion in connection with
their supervisory and enforcement activities and examination policies, including
policies with respect to the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes. Any change in such
policies, whether by the OTS, the FDIC, SEC or the Congress, could have a
material adverse impact on the Company, the Bank, and their operations and
stockholders.

         On November 12, 1999, President Clinton signed into law landmark
financial services legislation, titled the Gramm-Leach-Bliley Act ("GLB Act").
The GLB Act repeals depression-era laws restricting affiliations among banks,
securities firms, insurance companies and other financial services providers.
The impact of the GLB Act on the Company and the Bank, where relevant, is
discussed throughout the regulation section below.

         The following discussion is intended to be a summary of the material
statutes and regulations applicable to savings associations and their holding
companies, and it does not purport to be a comprehensive description of all such
statutes and regulations.

The USA PATRIOT Act

         In response to the events of September 11, 2001, President George W.
Bush signed into law the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or
the USA PATRIOT Act, on October 26, 2001. The USA PATRIOT Act gives the federal
government new powers to address terrorist threats through enhanced domestic
security measures, expanded surveillance powers, increased information sharing,
and broadened anti-money laundering requirements. By way of amendments to the
Bank Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to
encourage information sharing among bank regulatory agencies and law enforcement
bodies. Further, certain provisions of Title III impose affirmative obligations
on a broad range of financial institutions, including banks, thrifts, brokers,
dealers, credit unions, money transfer agents and parties registered under the
Commodity Exchange Act.

         Among other requirements, Title III of the USA PATRIOT Act imposes the
following requirements with respect to financial institutions:

     o   Pursuant to Section 352, all financial institutions must establish
         anti-money laundering programs that include, at minimum: (i) internal
         policies, procedures, and controls, (ii) specific designation of an
         anti-money laundering compliance officer, (iii) ongoing employee
         training programs, and (iv) an independent audit function to test the
         anti-money laundering program.
     o   Pursuant to Section 326 on July 23, 2003, the Secretary of the
         Department of Treasury, in conjunction with other bank regulators
         issued a proposed rule that provides for minimum standards with respect
         to customer identification and verification. At this time, a final rule
         is pending.

                                      -20-
<PAGE>
     o   Section 312 requires financial institutions that establish, maintain,
         administer, or manage private banking accounts or correspondent
         accounts in the United States for non-United States persons or their
         representatives (including foreign individuals visiting the United
         States) to establish appropriate, specific, and, where necessary,
         enhanced due diligence policies, procedures, and controls designed to
         detect and report money laundering.
     o   Effective December 25, 2001, financial institutions are prohibited from
         establishing, maintaining, administering or managing correspondent
         accounts for foreign shell banks (foreign banks that do not have a
         physical presence in any country), and will be subject to certain
         record keeping obligations with respect to correspondent accounts of
         foreign banks.
     o   Bank regulators are directed to consider a holding company's
         effectiveness in combating money laundering when ruling on Federal
         Reserve Act and Bank Merger Act applications.

The Sarbanes-Oxley Act

     On July 30, 2002, President George W. Bush signed into law the
Sarbanes-Oxley Act of 2002. The Sarbanes- Oxley Act implements a broad range of
corporate governance and accounting measures for public companies designed to
promote honesty and transparency in corporate America and better protect
investors from the type of corporate wrongdoing that occurred in Enron, WorldCom
and similar companies. The Sarbanes-Oxley Act's principal legislation includes:

     o   the creation of an independent accounting oversight board;
     o   auditor independence provisions which restrict non-audit services that
         accountants may provide to their audit clients;
     o   additional corporate governance and responsibility measures, including
         the requirement that the chief executive officer and chief financial
         officer certify financial statements;
     o   the forfeiture of bonuses or other incentive-based compensation and
         profits from the sale of an issuer's securities by directors and senior
         officers in the twelve month period following initial publication of
         any financial statements that later require restatement;
     o   an increase the oversight of, and enhancement of certain requirements
         relating to audit committees of public companies and how they interact
         with the company's independent auditors;
     o   requirement that audit committee members must be independent and are
         absolutely barred from accepting consulting, advisory or other
         compensatory fees from the issuer;
     o   requirement that companies disclose whether at least one member of the
         committee is a "financial expert" (as such term will be defined by the
         Securities and Exchange Commission) and if not, why not;
     o   expanded disclosure requirements for corporate insiders, including
         accelerated reporting of stock transactions by insiders and a
         prohibition on insider trading during pension blackout periods;
     o   a prohibition on personal loans to directors and officers, except
         certain loans made by insured financial institutions;
     o   disclosure of a code of ethics and filing a Form 8-K for a change or
         waiver of such code;
     o   mandatory disclosure by analysts of potential conflicts of interest;
         and
     o   a range of enhanced penalties for fraud and other violations.

         Although we anticipate that we will incur additional expense in
complying with the provisions of the Sarbanes- Oxley Act and the resulting
regulations, management does not expect that such compliance will have a
material impact on our results of operations or financial condition.

                                      -21-
<PAGE>
Regulation of Savings and Loan Holding Companies

         The Holding Company is registered as an unitary savings and loan
holding company and is subject to OTS regulations, examinations, supervision and
reporting requirements. In addition, the OTS has enforcement authority over the
Holding Company and any of its non-savings association subsidiaries. Among other
things, this authority permits the OTS to restrict or prohibit activities that
are determined to be a serious risk to the financial safety, soundness or
stability of a subsidiary savings association. Unlike bank holding companies,
federal savings and loan holding companies are not subject to any regulatory
capital requirements or to supervision by the FRB.

         The Home Owner and Loan Act ("HOLA"), as amended, prohibits a savings
and loan holding company, directly or indirectly, or through one or more
subsidiaries, from acquiring control (as defined under HOLA) of another savings
institution (or a holding company parent) without prior OTS approval. In
addition, a savings and loan holding company is prohibited from directly or
indirectly acquiring (i) through mergers, consolidation or purchase of assets,
another savings institution or a holding company thereof, or acquiring all or
substantially all of the assets of such institution (or a holding company)
without prior OTS approval; and (ii) control of any depository institution not
insured by the FDIC (except through a merger with and into the holding company's
savings institution subsidiary that is approved by the OTS).

         A savings and loan holding company may not acquire as a separate
subsidiary as insured institution that has a principal office outside of the
state where the principal office of its subsidiary institution in located,
except, (i) in the case of certain emergency acquisitions approved by the FDIC;
(ii) if such holding company controls a savings institution subsidiary that
operated a home or branch office in such additional state as of March 5, 1987;
or (iii) if the laws of the state in which the savings institution to be
acquired is located specifically authorize a savings institution charted by that
state to be acquired by a savings institution chartered by the state where the
acquiring savings institution or savings and loan holding company is located or
by a holding company that controls such a state chartered association.

         As a unitary savings and loan holding company, the Company generally is
not restricted under existing laws as to the types of business activities in
which it may engage, provided that the Bank continues to satisfy the QTL test.
See "-- Regulation of Federal Savings Associations -- QTL Test" for a discussion
of the QTL requirements.

         In addition, for grandfathered savings and loans companies (such as the
Company), the GLB Act prohibits the sale of such entities to nonfinancial
companies. This prohibition is intended to restrict the transfer of
grandfathered rights to other entities and, thereby, prevent evasion of the
limitation on the creation of new unitary savings and loan holding companies.

           The Company believes that the GLB Act will not have a material
adverse effect on its operations in the near-term. However, to the extent that
it permits banks, securities firms and insurance companies to affiliate, the
financial services industry may experience further consolidation. This could
result in a growing number of larger financial institutions that offer a wider
variety of financial services than the Company currently offers and that can
aggressively compete in the markets that the Company currently serves.

         Transactions between the Bank and the Holding Company and its other
subsidiaries are subject to various conditions and limitations. See "--
Regulation of Federal Savings Associations -- Transactions with Related
Parties." See "-- Regulation of Federal Savings Associations -- Limitation on
Capital Distributions."

                                      -22-
<PAGE>
Federal Securities Laws

         The Company's common stock is registered with the SEC under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company is subject to information, proxy solicitation, insider trading
restrictions and other requirements under the Exchange Act.

Regulation of Federal Savings Associations

         Business Activities. The Bank derives its lending and investment powers
from the HOLA and the regulations of the OTS thereunder. Under these laws and
regulations, the Bank may invest in mortgage loans secured by residential and
commercial real estate, commercial and consumer loans, certain types of debt
securities, and certain other assets. The Bank may also establish service
corporations that may engage in activities not otherwise permissible for the
Bank, including certain real estate equity investments and securities and
insurance brokerage. The Bank's authority to invest in certain types of loans or
other investments is limited by federal law.

         Loans to One Borrower. The Bank is generally subject to the same limits
on loans to one borrower as a national bank. With specified exceptions, the
Bank's total loans or extensions of credit to a single borrower cannot exceed
15% of the Bank's unimpaired capital and surplus which does not include
accumulated other comprehensive income. The Bank may lend additional amounts up
to 10% of its unimpaired capital and surplus which does not include accumulated
other comprehensive income, if the loans or extensions of credit are
fully-secured by readily-marketable collateral. The Bank currently complies with
applicable loans-to-one borrower limitations. See Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

         QTL Test. Under federal law, the Bank must comply with the qualified
thrift lender, "QTL" test. Under the QTL test, the Bank is required to maintain
at least 65% of its"portfolio assets" in certain "qualified thrift investments"
in at least nine months of the most recent 12-moth period. "Portfolio assets"
means, in general, the Bank's total assets less the sum of :

        o       specified liquid assets up to 20% of total assets:
        o       goodwill and other intangible assets; and
        o       the value of property used to conduct the Bank's business.

         The Bank may also satisfy the QTL test by qualifying as a "domestic
building and loan association" as defined in the Internal Revenue Code of 1986.
The Bank met the QTL test at December 31, 2002, and in each of the prior 12
months, and, therefore, qualified as a thrift lender. If the Bank fails the QTL
test it must either operate under certain restrictions on its activities or
convert to a bank charter.

         Capital Requirements. The OTS regulations require savings associations
to meet three minimum capital standards: a tangible capital ratio requirement of
1.5% of total assets as adjusted under the OTS regulations, a leverage ratio
requirement of 3.0% of core capital to such adjusted total assets, if a savings
association has been assigned the highest composite rating of 1 under the
Uniform Financial Institutions Rating System, and a risk-based capital ratio
requirement of 8.0% of core and supplementary capital to total risk-based
assets. The minimum leverage capital ratio for any other depository institution
that does not have a composite rating of 1 will be 4%, unless a higher leverage
capital ratio is warranted by the particular circumstances or risk profile of
the depository institution. In determining the amount of risk-weighted assets
for purposes of the risk-based capital requirement, a savings association must
compute its risk-based assets by multiplying its assets and certain off-balance
sheet items by risk-weights, which range from 0% for cash and obligations issued
by the United States Government or its agencies to 100% for consumer and
commercial loans, as assigned by the OTS capital regulation based on the risks
found by the OTS to be inherent in the type of asset.

         Tangible capital is defined, generally, as common stockholder's equity
(including retained earnings), certain noncumulative perpetual preferred stock
and related earnings, minority interests in equity accounts of fully
consolidated subsidiaries, less intangibles other than certain mortgage
servicing rights and investments in and loans to subsidiaries engaged in
activities not permissible for a national bank. Core capital is defined
similarly to tangible capital, but core capital also includes certain qualifying
supervisory goodwill and certain purchased credit card relationships.
Supplementary capital currently includes cumulative preferred stock, long-term
perpetual preferred stock, mandatory convertible debt securities, subordinated
debt and intermediate preferred stock and the allowance for loan and lease
losses. The allowance

                                      -23-
<PAGE>
for loan and lease losses includable in supplementary capital is limited to a
maximum of 1.25% of risk-weighted assets, and the amount of supplementary
capital that may be included as total capital cannot exceed the amount of core
capital.

         The OTS and the other federal banking agencies are required to take
into account interest rate risk ("IRR") in their risk-based capital standards.
The OTS adopted regulations, effective January 1, 1994, that set forth the
methodology for calculating an IRR component to be incorporated into the OTS
risk-based capital regulations. The OTS has indefinitely deferred the
implementation of the IRR component in the computation of an institution's
risk-based capital requirement. The OTS continues to monitor the IRR of
individual institutions and retains the right to impose additional capital on
individual institutions. At December 31, 2002, the Bank was not required to
maintain any additional risk-based capital under this regulation.

         At December 31, 2002, the Bank met each of its capital requirements, in
each case on a fully phased-in basis. The table below presents the Bank's
regulatory capital as compared to the OTS regulatory capital requirements at
December 31, 2002:

                                               Capital
                           Bank             Requirements         Excess Capital
                        ---------           ------------         --------------
                                           (In thousands)
Tangible capital....... $  30,803            $   5,959           $  24,844
Core capital...........    30,803               11,917              18,886
Risk-based capital.....    33,870               21,805              12,065

         A reconciliation between regulatory capital and GAAP capital at
December 31, 2002 in the accompanying financial statements is presented below:

<TABLE>
<CAPTION>
                                               Tangible Capital      Core Capital        Risk-based Capital
                                               ----------------      ------------        ------------------
                                                                    (In thousands)
<S>                                               <C>                  <C>                   <C>
GAAP capital..................................    $ 37,030             $ 37,030              $ 37,030
Intangible assets.............................      (5,896)              (5,896)               (5,896)
Unrealized gain on certain available for sale
  assets......................................        (331)                (331)                 (331)
Allowance for loan losses includable
  in supplementary capital....................           -                    -                 3,067
                                                  --------             --------              --------
Regulatory capital............................    $ 30,803             $ 30,803              $ 33,870
                                                  ========             ========              ========
</TABLE>

         Limitation on Capital Distributions. Under OTS capital distribution
regulations, certain savings associations are permitted to pay capital
distributions during a calendar year that do not exceed the association's net
income for that year plus its retained net income for the prior two years,
without notice to, or the approval of, the OTS. However, a savings association
subsidiary of a savings and loan holding company, such as the Bank, will
continue to have to file a notice unless the specific capital distribution
requires an application. In addition, the OTS can prohibit a proposed capital
distribution, otherwise permissible under the regulation, if the OTS has
determined that the association is in need of more than normal supervision or if
it determines that a proposed distribution by an association would constitute an
unsafe or unsound practice. Furthermore, under the OTS prompt corrective action
regulations, the Bank would be prohibited from making any capital distribution
if, after the distribution, the Bank failed to meet its minimum capital
requirements, as described below. See "Prompt Corrective Regulatory Action."

         Assessments. Savings associations are required by OTS regulation to pay
assessments to the OTS to fund the operations of the OTS. The general
assessment, paid on a semi-annual basis, is computed by totaling three
components: the size of the association, on which the basic assessment would be
based; the association's supervisory condition, which would result in an
additional assessment based of a percentage of the basic assessment for any
savings institution with a composite rating of 3, 4 or 5 in its most recent
safety and soundness examination; and the complexity of the association's
operations, which would result in an additional assessment based of a percentage
of the basic assessment for any savings association that managed over $1 billion
in trust assets, serviced for others loans aggregating more than $1 billion, or
had certain off-balance sheet assets aggregating more than $1 billion.

                                      -24-
<PAGE>
         Branching. Subject to certain limitations, HOLA and the OTS regulations
permit federally chartered savings associations to establish branches in any
state of the United States. The authority to establish such a branch is
available (i) in states that expressly authorize branches of savings
associations located in another state and (ii) to an association that qualifies
as a "domestic building and loan association" under the Code, which imposes
qualification requirements similar to those for a "qualified thrift lender"
under HOLA. See "-- QTL Test." The authority for a federal savings association
to establish an interstate branch network would facilitate a geographic
diversification of the association's activities. This authority under HOLA and
the OTS regulations preempts any state law purporting to regulate branching by
federal savings associations.

         Community Reinvestment. Under the Community Reinvestment Act ("CRA"),
as implemented by OTS regulations, a savings association has a continuing and
affirmative obligation consistent with its safe and sound operation to help meet
the credit needs of its entire community, including low and moderate income
neighborhoods. The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institution's
discretion to develop the types of products and services that it believes are
best suited to its particular community, consistent with the CRA. The CRA
requires the OTS, in connection with its examination of a savings association,
to assess the association's record of meeting the credit needs of its community
and to take such record into account in its evaluation of certain applications
by such association. The CRA also requires all institutions to make public
disclosure of their CRA ratings. The Bank received an "Outstanding" CRA rating
in its most recent examination.

           The CRA regulations establish an assessment system that bases an
associations rating on its actual performance in meeting community needs. In
particular, the assessment system focuses on three tests: (a) a lending test, to
evaluate the institution's record of making loans in its assessment areas; (b)
an investment test, to evaluate the institution's record of investing in
community development projects, affordable housing, and programs benefitting low
or moderate income individuals and businesses; and (c) a service test, to
evaluate the institution's delivery of services through its branches, ATMs and
other offices.

         Transactions with Related Parties. The Bank's authority to engage in
transactions with its "affiliates" is limited by the OTS regulations and by
Sections 23A and 23B of the Federal Reserve Act (the "FRA"). In general, these
transactions must be on terms which are as favorable to the Bank as comparable
transactions with non-affiliates. In addition, certain types of these
transactions are restricted to an aggregate percentage of the Bank's capital.
Collateral in specified amounts must usually be provided by affiliates in order
to receive loans from the Bank. In addition, the OTS regulations prohibit a
savings association from lending to any of its affiliates that is engages in
activities that are not permissible for bank holding companies and from
purchasing the securities of any affiliate, other than a subsidiary.

         The Bank's authority to extend credit to its directors, executive
officers and 10% shareholders, as well as to entities controlled by such
persons, is currently governed by the requirements of Sections 22(g) and 22(h)
of the FRA and Regulation of the Federal Reserve Board. Among other things,
these provisions require that extensions of credit to insiders (a) be made on
terms that are substantially the same as, and follow credit underwriting
procedures that are not less stringent than those prevailing from comparable
transactions with unaffiliated persons and that do not involve more that the
normal risk of repayment or present other unfavorable features and (b) not
exceed certain limitations on the amount of credit extended to such persons,
individually and in the aggregate, which limits are based, in part, on the
amount of the Bank's capital. The regulations allow small discounts on fees on
residential mortgages for directors, officers and employees. In addition,
extensions for credit in excess of certain limits must be approved by the Bank's
Board of Directors.

         Enforcement. The OTS has primary enforcement responsibility over
savings associations, including the Bank. This enforcement authority includes,
among other things, the ability to assess civil money penalties, to issue cease
and desist orders and to remove directors and officers. In general, these
enforcement actions may be initiated in response to violations of laws and
regulations and to unsafe or unsound practices.

         Standards for Safety and Soundness. Under federal law, the OTS has
adopted a set of guidelines prescribing safety and soundness standards. These
guidelines establish general standards relating to internal controls and
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, asset quality, earnings
standards, and compensation, fees and benefits. In general, the guidelines
require appropriate systems and practices to identify and mange the risks and
exposures specified in the guidelines. In addition, the OTS adopted regulations
that authorize, but do not require, the OTS to order an institution that has
been given notice that it is not satisfying these safety

                                      -25-
<PAGE>
and soundness standards to submit a compliance plan. If, after being notified,
an institution fails to submit an acceptable plan or fails in any material
respect to implement an accepted plan, the OTS must issue an order directing
action to correct the deficiency and may issue an order directing other actions
of the types to which an undercapitalized association is subject under the
"prompt corrective action"provisions of federal law. If an institution fails to
comply with such an order, the OTS may seek to enforce such order in judicial
proceedings and to impose civil money penalties.

         Real Estate Lending Standards. The OTS and the other federal banking
agencies adopted regulations to prescribe standards for extensions of credit
that (i) are secured by real estate or (ii) are made for the purpose of
financing the construction of improvements on real estate. The OTS regulations
require each savings association to establish and maintain written internal real
estate lending standards that are consistent with safe and sound banking
practices and appropriate to the size of the association and the nature and
scope of its real estate lending activities. The standards also must be
consistent with accompanying OTS guidelines, which include loan-to-value ratios
for the different types of real estate loans. Associations are also permitted to
make a limited amount of loans that do not conform to the proposed loan-to-value
limitations so long as such exceptions are reviewed and justified appropriately.
The guidelines also list a number of lending situations in which exceptions to
the loan-to-value standards are justified.

         Prompt Corrective Regulatory Action. Under the OTS prompt corrective
action regulations, the OTS is required to take certain, and is authorized to
take other, supervisory actions against undercapitalized savings associations.
For this purpose, a savings associations would be placed in one of the following
four categories based on the association's capital:

        o         well capitalized;
        o         adequately capitalized;
        o         undercapitalized; and
        o         critically undercapitalized.

         At December 31, 2002, the Bank met the criteria for being considered
"well-capitalized." When appropriate, the OTS can require corrective action by a
savings association holding company under the "prompt corrective action"
provision of federal law.

         Insurance of Deposit Accounts. The Bank is a member of the SAIF, and
the Bank pays its deposit insurance assessments to the SAIF. The FDIC also
maintains another insurance fund, the Bank Insurance Fund, which primarily
insures the deposits of banks and state chartered savings banks.

         Under federal law, the FDIC established a risk based assessment system
for determining the deposit insurance assessments to be paid by insured
depositary institutions. Under the assessment system, the FDIC assigns an
institution to one of three capital categories based on the institution's
financial information as of the quarter ending three months before the beginning
of the assessment period. An institution's assessment rate depends on the
capital category and supervisory category to which it is assigned. Under the
regulation, there are nine assessment risk classifications (i.e., combinations
of capital groups and supervisory subgroups) to which different assessment rates
are applied. Assessment rates currently range from 0.0% of deposits for an
institution in the highest category (i.e., well-capitalized and financially
sound, with no more than a few minor weaknesses) to 0.27% of deposits for an
institution in the lowest category (i.e., undercapitalized and substantial
supervisory concern). The FDIC is authorized to raise the assessment rates as
necessary to maintain the required reserve ratio of 1.25%.

         In addition, all FDIC insured institutions are required to pay
assessments to the FDIC at an annual rate of approximately 0.0168% of insured
deposits to fund interest payment on bonds issued by the Financing Corporation,
an agency of the federal government established to recapitalize the predecessor
to the SAIF. These assessments will continue until the Financing Corporation
bonds mature in 2017.

         Federal Home Loan Bank System. The Bank is a member of the FHLB of Des
Moines, which is one of the regional FHLBs composing the FHLB System. Each FHLB
provides a central credit facility primarily for its member institutions. The
Bank, as a member of the FHLB of Des Moines, is required to acquire and hold
shares of capital stock in the FHLB of Des Moines in an amount at least equal to
the greater of 1.0% of the aggregate principal amount of its unpaid residential
mortgage loans and similar obligations at the beginning of each year or 1/20 of
its advances (borrowings) from the FHLB of Des Moines. The Bank was in
compliance with this requirement with an investment in FHLB of Des

                                      -26-
<PAGE>
Moines stock at December 31, 2002 of $4.5 million. Any advances from a FHLB must
be secured by specified types of collateral, and all long-term advances may be
obtained only for the purpose of providing funds for residential housing
finance.

         The FHLBs are required to provide funds for the resolution of insolvent
thrifts and to contribute funds for affordable housing programs. These
requirements could reduce the amount of earnings that the FHLBs can pay as
dividends to their members and could also result in the FHLBs imposing a higher
rate of interest on advances to their members. If dividends were reduced, or
interest on future FHLB advances increased, the Bank's net interest income would
be affected.

         Under the GLB Act, membership in the FHLB is now voluntary for all
federally-chartered savings associations, such as the Bank. The GLB Act also
replaces the existing redeemable stock structure of the FHLB System with a
capital structure that requires each FHLB to meet a leverage limit and a
risk-based permanent capital requirement. Two classes of stock are authorized:
Class A (redeemable on 6-months notice) and Class B (redeemable on 5-years
notice).

         Federal Reserve System. The Bank is subject to provisions of the FRA
and the FRB's regulations pursuant to which depositary institutions may be
required to maintain non-interest-earning reserves against their deposit
accounts and certain other liabilities. Currently, reserves must be maintained
against transaction accounts (primarily NOW and regular checking accounts). The
FRB regulations generally require that reserves be maintained in the amount of
3.0% of the aggregate of transaction accounts up to $41.3 million. The amount of
aggregate transaction accounts in excess of $41.3 million are currently subject
to a reserve ratio of 10.0%, which ratio the FRB may adjust between 8.0% and
14%. The FRB regulations currently exempt $6.0 million of otherwise reservable
balances from the reserve requirements, which exemption is adjusted by the FRB
at the end of each year. The Bank is in compliance with the foregoing reserve
requirements. Because required reserves must be maintained in the form of either
vault cash, a non-interest-bearing account at a Federal Reserve Bank, or a
pass-through account as defined by the FRB, the effect of this reserve
requirement is to reduce the Bank's interest-earning assets. The balances
maintained to meet the reserve requirements imposed by the FRB may be used to
satisfy liquidity requirements imposed by the OTS. FHLB System members are also
authorized to borrow from the Federal Reserve discount window, but FRB
regulations require such institutions to exhaust all FHLB sources before
borrowing from a Federal Reserve Bank.

         Privacy Regulations. Pursuant to the GLB Act, the OTS has published
final regulations implementing the privacy protection provisions of the GLB Act.
The new regulations generally require that the Bank disclose its privacy policy,
including identifying with whom it shares a customer's "nonpublic personal
information," to customers at the time of establishing the customer relationship
and annually thereafter. In addition, the Bank is required to provide its
customers with the ability to "opt-out" of having it share their personal
information with unaffiliated third parties and not to disclose account numbers
or access codes to nonaffiliated third parties for marketing purposes. The Bank
currently has a privacy protection policy in place and believes that such
policies are in compliance with the regulations.

         ATM Fees. The GLB Act also requires the Bank to disclose, on its ATM
machines and to its customers upon the issuance of an ATM card, any fees that
may be imposed on ATM users. For older ATMs, the Bank will have until December
31, 2004 to provide such notices.

                                      -27-
<PAGE>
ITEM 2.     PROPERTIES

         The Company conducts its business through its main office located in
Fort Dodge, Iowa and eight full-service offices located in Fort Dodge, Nevada,
Ames, Perry, Ankeny, Burlington and Mount Pleasant, Iowa. The following table
sets forth certain information concerning the main office and each branch office
of the Company and the offices of First Iowa Title Services at December 31,
2002. In addition to the properties listed below, First Federal Investments owns
land and an office building in Fort Dodge, Iowa and equipment with a net book
value of $203,000, Northridge Apartments Limited Partnership owns a multifamily
apartment building with a net book value of $1.6 million and Northridge
Apartment Limited Partnership II owns a building under construction with a book
value of $617,000 at December 31, 2002. The aggregate net book value of the
Company's premises and equipment, on a consolidated basis was $8.2 million at
December 31, 2002.
                                                  Lease
Location                    Opening Date     Expiration Date     Net Book Value

Main Office:
825 Central Avenue               1973              N/A            $ 1,011,853
Fort Dodge, Iowa

Branch Offices:
201 South 25th Street            1977              N/A            $   212,973
Fort Dodge, Iowa

404 Lincolnway                   1977              N/A            $   460,928
Nevada, Iowa

316 South Duff                   1995              N/A            $ 1,962,025
Ames, Iowa

1st Avenue and Hwy 141           1999              N/A            $   820,437
Perry, Iowa

321 North Third Street           1953              N/A            $   551,470
Burlington, Iowa

1010 North Roosevelt             1975              N/A            $ 1,026,040
Burlington, Iowa

102 South Main                   1991              N/A            $   275,946
Mount Pleasant, Iowa

1802 SE Delaware (2)             2001              2003           $    47,414
Ankeny, Iowa

2110 SE Delaware                 2003              N/A            $ 1,573,968
Ankeny, Iowa

First Iowa Offices:
628 Central Avenue               1982              N/A            $    26,267
Fort Dodge, Iowa

814 8th Street                   1996              2003 (1)       $    12,853
Boone, Iowa

200 1st Street South             1996              2003 (1)       $    10,721
Newton, Iowa

(1)  Does not include option to renew for an additional 5 years.
(2)  Leased office space for the temporary location of the Ankeny office.

                                      -28-
<PAGE>
ITEM 3.           LEGAL PROCEEDINGS

         The Company is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business. Such
routine legal proceedings in the aggregate are believed by management to be
immaterial to the Company's financial condition and results of operations.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters submitted to a vote of security holders during
the fourth quarter of the year ended December 31, 2002.

                                     PART II

ITEM 5.        MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
               MATTERS

         The information required by this Item is incorporated herein by
reference to page 58 of the Company's 2002 Annual Report to Shareholders under
the heading "Shareholder Information," which section is included in Exhibit 13.1
to this Annual Report.

ITEM 6.        SELECTED FINANCIAL DATA

         The information required by this Item is incorporated herein by
reference to page 4 of the Company's 2002 Annual Report to Shareholders under
the heading "Selected Financial Data," which section is included in Exhibit 13.1
to this Annual Report.


ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

         The information required by this Item is incorporated herein by
reference to pages 7 through 24 of the Company's 2002 Annual Report to
Shareholders under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which section is included in
Exhibit 13.1 to this Annual Report.

ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information required by this Item is incorporated herein by
reference to pages 11 through 13 of the Company's 2002 Annual Report to
Shareholders under the heading "Discussion of Market Risk--Interest Rate
Sensitivity Analysis," which section is included in Exhibit 13.1 to this Annual
Report.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required by this Item is incorporated herein by
reference to pages 26 through 56 of the Company's 2002 Annual Report to
Shareholders under the headings "Independent Auditor's Report," "Consolidated
Financial Statements" and "Notes to Consolidated Financial Statements," which
section are included in Exhibit 13.1 to this Annual Report.

ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

         None.

                                      -29-
<PAGE>
                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information regarding Directors and Executive Officers of the
Registrant is included under the headings "Information with Respect to Nominees
and Continuing Directors," "Nominees for Election as Directors," "Continuing
Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 25, 2003, which has been filed with the SEC and
is incorporated herein by reference.

ITEM 11.       EXECUTIVE COMPENSATION

         Information relating to executive compensation is included under the
headings "Executive Compensation" (excluding the Stock Performance Graph and the
Compensation Committee Report) and "Directors' Compensation" in the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held on April 25,
2003, which has been filed with the SEC and is incorporated herein by reference.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information relating to security ownership of certain beneficial owners
and management is included under the headings "Principal Shareholders of the
Company" and "Security Ownership of Management" in the Company's Proxy Statement
for its Annual Meeting of Shareholders to be held on April 25, 2003, which has
been filed with the SEC and is incorporated herein by reference.

         The following table sets forth the aggregate information of our equity
compensation plans in effect as of December 31, 2002.

<TABLE>
<CAPTION>
                                                                                            Number of securities
                                                                                         remaining available for
                             Number of securities                                      future issuance under equity
                               to be issued upon           Weighted-average                compensation plans
                                 exercise of               exercise price of               excluding securities
    Plan category             outstanding options         outstanding options            reflected in column (a))
-------------------------    ---------------------      ------------------------       -----------------------------
                                     (a)                         (b)                               (c)
<S>                               <C>                         <C>                                 <C>
Equity compensation
plans approved by
security holders.........         221,810                     $ 15.67                            34,605
Equity compensation
plans not approved by
security holders.........             - -                         - -                            40,000 1
Total....................         221,810                     $ 15.67                            74,605 2
</TABLE>

----------
(1)  The equity  compensation  plan not approved by shareholders is that portion
     of the  1996  Stock  Option  Plan  which  grants  nonqualified  options  to
     directors  out of a pool of  40,000  shares  reserved  to the plan  without
     shareholder approval.

(2)  Reflects  40,000  shares  reserved  for future  grant  under the 1996 Stock
     Option Plan.

                                      -30-
<PAGE>
ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information regarding certain relationships and related transactions is
included under the heading "Transaction with Certain Related Persons" in the
Company's Proxy Statement for its Annual Meeting of Shareholders to be held on
April 25, 2003, which has been filed with the SEC and is incorporated herein by
reference.

                                     PART IV

ITEM 14.          CONTROLS AND PROCEDURES

         During the 90-day period prior to the filing date of this report,
management, including the Company's President, Chief Executive Officer and
Treasurer, evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon, and as of the date of
that evaluation, the President, Chief Executive Officer and Treasurer concluded
that the disclosure controls and procedures were effective, in all material
respects, to ensure that information required to be disclosed in the reports the
Company files and submits under the Exchange Act is recorded, processed,
summarized and reported as and when required.

         There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation. There were no
significant deficiencies or material weaknesses identified in the evaluation and
therefore, no corrective actions were taken.

ITEM 15          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial Statements, Schedules and Exhibits

     1.   The consolidated balance sheets of North Central Bancshares,  Inc. and
          subsidiaries  as of  December  31,  2002  and  2001,  and the  related
          consolidated statements of income, equity and cash flows for the years
          ended  December 31,  2002,  2001 and 2000,  together  with the related
          notes and the independent auditor's report of McGladrey & Pullen, LLP,
          independent certified public accounts.

     2.   Financial  Statement  Schedules have been omitted because they are not
          applicable or the required  information  is shown in the  Consolidated
          Financial Statements or Notes thereto.

     3.   See Exhibit Index on following page.

(b)  Reports on Form 8-K filed during the last quarter of 2002

         None.

                                      -31-
<PAGE>
(c) Exhibits Required by Item 601 of Securities and Exchange Commission
    Regulation S-K:


Exhibit No.                       Description                           Page No.
-----------                       -----------                           --------
   3.1      Articles of Incorporation of North Central Bancshares, Inc.     *
   3.2      Bylaws of North Central Bancshares, Inc.                        *
   3.3      Amendment to Article IV of the Bylaws of North Central       *******
            Bancshares, Inc.
   4.1      Federal Stock Charter of First Federal Savings Bank of Iowa     *
            (formerly known as First Federal Savings Bank of Fort Dodge)
   4.2      Bylaws of First Federal Savings Bank of Iowa (formerly known    *
            as First Federal Savings Bank of Fort Dodge).
   4.3      Specimen Stock Certificate of North Central Bancshares, Inc.    *
   4.4      Amendment to Article III of the Bylaws of First Federal      *******
            Savings Bank of Iowa
  10.1      Employee Stock Ownership Plan of First Federal Savings Bank   *****
            of Iowa (formerly known as First Federal Savings Bank of Fort
            Dodge) and ESOP Trust Agreement (incorporating Amendments
            1 and 2)
  10.1A     Amendment #1 to Employee Stock Ownership Plan of First       *******
            Federal Savings Bank of Iowa (formerly known as First
            Federal Savings Bank of Fort Dodge) and ESOP Trust Agreement
  10.1B     Amendment #2 to Employee Stock Ownership Plan of First       *******
            Federal Savings Bank of Iowa (formerly known as First Federal
            Savings Bank of Fort Dodge) and ESOP Trust Agreement
  10.2      ESOP Loan Documents, dated September 3, 1996                   ****
  10.3      Employee Retention Agreements between First Federal Savings     **
            Bank of Fort Dodge and certain executive officers
  10.4      Employment Agreement between First Federal Savings Bank of      *
            Iowa (formerly known as First Federal Savings Bank of Fort
            Dodge) and David M. Bradley, effective as of August 31, 1994
  10.6      Form of Employment Agreement between North Central Bancshares,  *
            Inc. and David M. Bradley
  10.8      North Central Bancshares, Inc. 1996 Stock Option Plan          ***
  10.9      Amendment No. 1 to the North Central Bancshares, Inc. 1996    *****
            Stock Option Plan
  10.10     Supplemental Retirement and Deferred Compensation Plan of    *******
            First Federal Savings Bank of Iowa
  10.11     Form of Employment Agreement between First Federal Savings   ******
            Bank of Iowa and C. Thomas Chalstrom
  13.1      Annual Report to security holders
  21.1      Subsidiaries of the Registrant                                  *
  23.1      Consent of McGladrey & Pullen, LLP
  99.1      Press Release dated November 22, 2002
  99.2      Press Release dated January 28, 2003

                                      -32-
<PAGE>
*        Incorporated herein by reference to Registration Statement No. 33-80493
         on Form S-1 of North Central Bancshares, Inc. (the "Registrant") filed
         with the Securities and Exchange Commission, (the "Commission") on
         December 18, 1995, as amended.

**       Incorporated herein by reference to the Exhibits to the Annual Report
         on Form 10-K filed by Registrant for fiscal year 1995, filed with the
         Commission on March 29, 1996.

***      Incorporated herein by reference to the Amended Schedule 14A of
         Registrant filed with the Commission on August 19, 1996.

****     Incorporated herein by reference to the Annual Report on Form 10-K of
         the Registrant filed with the Commission on March 31, 1997.

*****    Incorporated herein by reference to the Annual Report on Form 10-K of
         the Registrant filed with the Commission on March 31, 1998.

******   Incorporated by reference to Exhibit 10.3.

*******  Incorporated herein by reference to the Annual Report on Form 10-K of
         the Registrant filed with the Commission on March 29, 2002.



(d)      No financial schedules required by Regulation S-X are filed, and as
         such are excluded from the Annual Report as provided by Exchange Act
         Rule 14a-3(b)(i).

                                      -33-
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant and has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                 North Central Bancshares, Inc.

Date:  March 27, 2003            /s/ David M. Bradley
                                 --------------------
                                 By: David M. Bradley
                                 Chairman, President and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


       Name                         Title                                 Date
       ----                         -----                                 ----
/s/ David M. Bradley          President, Chief Executive Officer,       03/27/03
--------------------          Director, and Chairman of the Board
David M. Bradley              (principal executive officer)


/s/ John L. Pierschbacher     Treasurer                                 03/27/03
-------------------------     (principal accounting and
John L. Pierschbacher         financial officer)

/s/ Robert H. Singer, Jr.     Director                                  03/27/03
-------------------------
Robert H. Singer, Jr.

/s/ KaRene Egemo              Director                                  03/27/03
----------------
KaRene Egemo

/s/ Melvin R. Schroeder       Director                                  03/27/03
-----------------------
Melvin R. Schroeder

/s/ Mark M. Thompson          Director                                  03/27/03
--------------------
Mark M. Thompson

/s/ Craig R. Barnes           Director                                  03/27/03
-------------------
Craig R. Barnes

                                      -34-
<PAGE>
                 SARBANES-OXLEY ACT - SECTION 302 CERTIFICATIONS


     I, David M. Bradley, certify that:

1.   I have reviewed this annual report on Form 10-K of North Central
     Bancshares, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date: March 27, 2003               /s/ David M. Bradley
                                        --------------------
                                        David M. Bradley
                                        President and Chief Executive Officer

                                      -37-
<PAGE>
                 SARBANES-OXLEY ACT - SECTION 302 CERTIFICATIONS

     I, John L. Pierschbacher, certify that:

1.   I have reviewed this annual report on Form 10-K of North Central
     Bancshares, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date: March 27, 2003                           /s/ John L. Pierschbacher
                                                    -------------------------
                                                    John L. Pierschbacher
                                                    Treasurer