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                              EXHIBIT 10.1

Exhibit 10.1    Employee Stock Ownership Plan of First Federal Savings Bank of
                Fort Dodge and ESOP Trust Agreement (incorporating Amendments
                1 and 2)

NORTH CENTRAL BANCSHARES, INC.
     1996 STOCK OPTION PLAN


     (Adopted on July 26, 1996
      Effective as of September 21, 1996)


     AMENDMENT
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1.     Article IV - Effective as of April 25, 1997, section 4.4(b) shall be
   amended to read in its entirety as follows:

     (b)     Any Person who becomes an Eligible Director after the Effective
   Date shall be granted, subject to section 4.2, on January 1 of each
   succeeding calendar year during which the Plan is in effect (or, if such
   date is not a business day, the first business day thereafter) and provided
   that the Eligible Director is still an Eligible Director on that date, an
   additional Option to purchase Five Hundred (500) Shares.  All Options
   granted under this section 4.4(b) shall instead be exercisable immediately
   upon grant.


2.     Article IV - Effective as of April 25, 1997, the last sentence of
   section 4.4(g) shall be amended to read in its entirety as follows:

   To the extent that any Option shall not have become exercisable prior to
   the date on which the Option holder terminates all Service with the
   Company, such Option shall not thereafter become exercisable; provided,
   however, that such an Option shall become fully exercisable, and all
   optioned Shares not previously purchased shall become available for
   purchase, on the date of the Option holder's termination of Service due to
   Retirement, death or Disability or upon the occurrence of a Change in
   Control of the Company.


3.     Article IV - Effective as of April 25, 1997, section 4.8 shall be
   deleted in its entirety, and section 4.9 shall be amended to read in its
   entirety as follows:

     SECTION 4.9     REQUIRED REGULATORY PROVISIONS.
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          Notwithstanding anything contained herein to the contrary:

     (a)     The Exercise Period of any Option granted hereunder, whether or
   not previously vested, shall be suspended as of the time and date at which
   the Option holder has received notice from the Board that his or her
   employment is subject to a possible Termination for Cause.  Such suspension
   shall remain in effect until the Option holder receives official notice
   from the Board that he or she has been cleared of any possible Termination
   for Cause, at which time, the original Exercise Period shall be reinstated
   without any adjustment for the intervening suspended period.

     (b)     No Option granted hereunder, whether or not previously vested,
   shall be exercised after the time and date at which the Option holder's
   employment with the Company is terminated in a Termination for Cause.

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4.     Article V - Effective as of April 25, 1997, section 5.3(c) shall be
   amended to read in its entirety as follows:

                (c)     In the event that the Company shall declare and pay
   any dividend with respect to Shares (other than a dividend payable in
   Shares or a regular quarterly cash dividend), including a dividend which
   results in a nontaxable return of capital to the holders of Shares for
   federal income tax purposes, or otherwise than by dividend makes
   distribution of property to the holders of its Shares, at the election of
   the Committee:

                     (i) the Company shall make an equivalent payment to each
        Person holding an outstanding Option as of the record date for such
        dividend.  Such payment shall be made at substantially the same time,
        in substantially the same form and in substantially the same amount
        per optioned Share as the dividend or other distribution paid with
        respect to outstanding Shares; provided, however, that if any dividend
        or distribution on outstanding Shares is paid in property other than
        cash, the Company, in its discretion applied uniformly to all
        outstanding Options, may make such payment in a cash amount per
        optioned Share equal in fair market value to the fair market value of
        the non-cash dividend or distribution; or

                    (ii) with respect to any one or more outstanding Options
        and in lieu of the payment provided under section 5.3(c)(i), the
        Committee, may adjust the Exercise Price per Share of outstanding
        Options in such a manner as the Committee may determine to be
        necessary to reflect the effect of the dividend or other distribution
        on the Fair Market Value of a Share.

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