First
      Federal Savings Bank of Iowa

     

    Amended
      And Restated Employee Retention Agreement

     

    This
      Agreement is made effective as of December
      14, 2007 by and between First
      Federal Savings Bank of Iowa,
      a
      federally chartered savings institution, with its principal administrative
      office at 825 Central Avenue, Fort Dodge, Iowa 50501 (the "Bank"), and Kirk
      A.
      Yung (the "Executive").

     

    Whereas,
      the
      Bank and the Executive are parties to an Employee Retention Agreement made
      and
      entered into as of the 20th day of March, 1998 ("Prior Agreement");
      and

     

    Whereas,
      the
      Bank and the Executive desire to amend and restate the Prior Agreement in its
      entirety as set forth herein; and

     

    Whereas,
      the
      Bank wishes to assure itself of the services of Executive for the period
      provided in this Agreement; and

     

    Whereas,
      Executive is willing to serve in the employ of the Bank on a full-time basis
      for
      said period.

     

    Now,
      Therefore,
      in
      consideration of the mutual covenants herein contained, and upon the other
      terms
      and conditions hereinafter provided, the parties hereby agree as
      follows:

     

    1. POSITION
      AND RESPONSIBILITIES

     

    During
      the period of his employment hereunder, Executive agrees to serve as Senior
      Vice
      President of the Bank. During said period, Executive also agrees to serve,
      if
      elected, as an officer and director of any subsidiary or affiliate of the
      Bank.

     

    2. TERMS
      AND DUTIES

     

    (a) The
      period of Executive's employment under this Agreement shall begin as of the
      date
      first above written and shall continue for a period of thirty-six (36) full
      calendar months thereafter. Prior to each anniversary date of this Agreement,
      the members of the Board of Directors of the Bank ("Board") will conduct a
      comprehensive performance evaluation and review of the Executive for purposes
      of
      determining whether to extend the Agreement, and the results thereof shall
      be
      included in the minutes of the Board's meeting. If the Board determines to
      extend the Agreement and the Executive agrees to such extension, the Executive's
      period of employment shall be extended for an additional year such that the
      remaining term shall be three (3) years from the upcoming anniversary date.
      If
      the Board does not determine to extend the Agreement or if the Executive does
      not agree to a proposed extension, the Agreement shall expire at the end of
      the
      term then in effect.

     

    (b) During
      the period of his employment hereunder, except for periods of absence occasioned
      by illness, reasonable vacation periods, and reasonable leaves of absence,
      Executive shall devote substantially all his business time, attention, skill,
      and efforts to the faithful performance of his duties hereunder including
      activities and services related to the organization, operation and management
      of
      the Bank; provided, however, that, with the approval of the Board, as evidenced
      by a resolution of such Board, from time to time, Executive may serve, or
      continue to serve, on the boards of directors of, and hold any other offices
      or
      positions in, companies or organizations, which, in such Board's judgment,
      will
      not present any conflict of interest with the Bank, or materially adversely
      affect the performance of Executive's duties pursuant to this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. COMPENSATION
      AND REIMBURSEMENT

     

    (a) The
      compensation specified under this Agreement shall constitute the salary and
      benefits paid for the duties described in section 2(b). The Bank shall pay
      Executive as compensation a salary no
      less
      than the rate in effect on the date of this agreement
      ("Base
      Salary"). Such Base Salary shall be payable monthly, on the first day of each
      month, or in accordance with the Bank's customary payroll practices in effect
      from time to time for other similarly situated employees. During the period
      of
      this Agreement, Executive's Base Salary shall be reviewed at least annually.
      Such review shall be conducted by a Committee designated by the Board, and
      the
      Board may increase Executive's Base Salary. In addition to the Base Salary
      provided in this Section 3(a), the Bank shall provide Executive with all such
      other benefits as are provided uniformly to full-time employees of the Bank,
      subject to and upon the same terms and conditions generally applicable to
      full-time employees.

     

    (b) The
      Bank
      will provide Executive with employee benefit plans, arrangements and perquisites
      substantially equivalent to those in which Executive was participating or
      otherwise deriving benefit form immediately prior to the beginning of the term
      of this Agreement. Without limiting the generality of the foregoing provisions
      of this Subsection (b), Executive will be entitled to participate in or receive
      benefits under any employee benefit plans including but not limited to,
      retirement plans, supplemental retirement plans, pension plans, profit-sharing
      plans, health-and-accident plans, medical coverage or any other employee benefit
      plan or arrangement made available by the Bank in the future to its senior
      executives and key management employees, subject to and on a basis consistent
      with the terms, conditions and overall administration of such plans and
      arrangements. Executive will be entitled to incentive compensation and bonuses
      as provided in any plan of the Bank in which Executive is eligible to
      participate. Nothing paid to the Executive under any such plan or arrangement
      will be deemed to be in lieu of other compensation to which the Executive is
      entitled under this Agreement.

     

    4. PAYMENTS
      TO EXECUTIVE UPON AN EVENT OF TERMINATION

     

    The
      provisions of this Section shall in all respects be subject to the terms and
      conditions stated in Sections 7 and 14.

     

    (a) The
      provisions of this Section shall apply upon the occurrence of an Event of
      Termination (as herein defined) during any portion of the Executive's term
      of
      employment under this Agreement that follows a Change in Control. As used in
      this Agreement, an "Event of Termination" shall mean and include any termination
      by the Bank of Executive's full-time employment hereunder for any reason other
      than a Termination for Cause as defined in Section 6 hereof and any termination
      of employment by the Executive within sixty (60) days following any material
      reduction in his compensation and benefits from the levels in effect immediately
      prior to the Change in Control or any material adverse change in the Executive's
      position, duties, authority or terms and conditions of employment from those
      in
      effect immediately prior to the Change in Control. In the event of a continuing
      breach of this Agreement by the Bank, the Executive shall not waive any of
      his
      rights under this Agreement by virtue of the fact that the Executive is engaged
      in good faith discussions to resolve such breach.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Upon
      the
      occurrence of an Event of Termination, on the Date of Termination, as defined
      in
      Section 7, the Bank shall pay Executive, or, in the event of his subsequent
      death, his beneficiary or beneficiaries, or his estate, as the case may be,
      as
      severance pay or liquidated damages, or both, a sum equal to the greater of
      the
      payments due for the remaining term of the Agreement or 3 times the average
      of
      aggregate of the Executive's Base Salary plus bonus and other cash compensation
      paid to, plus the amount of all determinable contributions made to or under
      any
      employee benefit plan on behalf of, the Executive by the Bank during the period
      of five (5) years ending on the Date of Termination; provided, however, that
      if
      the Bank is not in compliance with its minimum capital requirements or if such
      payments would cause the Bank's capital to be reduced below its minimum capital
      requirements, such payments shall be deferred until such time as the Bank is
      in
      capital compliance.

     

    (c) Upon
      the
      occurrence of an Event of Termination, the Bank will cause to be continued
      life,
      medical, dental and disability coverage substantially identical to the coverage
      maintained by the Bank for Executive prior to his termination, provided that
      such benefits shall not be provided in the event they should constitute an
      unsafe or unsound banking practice relating to executive compensation and
      employment contracts pursuant to 12 C.F.R. (S)(S) 563.39 and 563.161, as is
      now
      or hereafter in effect. Such coverage shall cease upon the expiration of
      thirty-six (36) full calendar months following the Date of
      Termination.

     

    (d) Upon
      the
      occurrence of an Event of Termination, Executive will be entitled to any
      benefits granted to him pursuant to any stock option plan of the Bank or
      Company.

     

    (e) Upon
      the
      occurrence of an Event of Termination, the Executive will be entitled to any
      benefits awarded to him under any restricted stock plan of the Bank or the
      Company.

     

    (f) Notwithstanding
      the preceding paragraphs of this Section 4, in the event that the Executive
      receives payments in the nature of compensation (whether or not pursuant to
      this
      Agreement) that are subject to the tax imposed under section 4999 of the
      Internal Revenue Code of 1986, as amended ("Code") or the corresponding
      provision of any succeeding law ("Parachute Tax"), then:

     

    (i) if,
      by
      reducing the payments and benefits provided for in this Agreement, the aggregate
      payments in the nature of compensation may be reduced to a level at which the
      Parachute Tax is imposed, such payments shall be reduced to the maximum amount
      which may be provided without resulting in the imposition of a Parachute Tax;
      and

     

    (ii) in
      all
      other cases, the payments and benefits provided hereunder shall not be
      affected.

     

    The
      applicability of any reduction under Section 4(f)(i) and the amount and manner
      of such reduction shall be determined by a firm of independent certified public
      accountants selected by the Bank which shall, in determining the manner of
      any
      reduction, consult with and take into accounts the preferences of the
      Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) Notwithstanding
      the foregoing, there will be no reduction in the compensation otherwise payable
      to Executive during any period which Executive is incapable of performing his
      duties hereunder by reason of temporary disability.

     

    (h) Any
      payments made to Executive pursuant to this Agreement or otherwise, are subject
      to and conditioned upon their compliance with 12.U.S.C. (S) 1818(k) and any
      regulations promulgated thereunder.

     

    5. CHANGE
      IN CONTROL

     

    (a) No
      benefit shall be payable under Section 4 unless there shall have been a Change
      in Control of the Bank or North Central Bancshares, Inc., an Iowa corporation
      of
      which the Bank is a subsidiary (the "Company"), as set forth below. For purposes
      of this Agreement, a "Change in Control" of the Bank or Company shall
      mean:

     

    (i) approval
      by the stockholders of the Bank of a transaction that would result in the
      reorganization, merger or consolidation of the Bank with one or more other
      persons, other than a transaction following which:

     

    (A) at
      least
      51% of the equity ownership interests of the entity resulting from such
      transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated
      under the Exchange Act) in substantially the same relative proportions by
      persons who, immediately prior to such transaction, beneficially owned (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51%
      of
      the outstanding equity ownership interests in the Bank; and

     

    (B) at
      least
      51% of the securities entitled to vote generally in the election of directors
      of
      the entity resulting from such transaction are beneficially owned (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially
      the
      same relative proportions by persons who, immediately prior to such transaction,
      beneficially owned (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) at least 51% of the securities entitled to vote generally in
      the
      election of directors of the Bank;

     

    (ii) the
      acquisition of all or substantially all of the assets of the Bank or beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act)
      of 20% or more of the outstanding securities of the Bank entitled to vote
      generally in the election of directors by any person or by any persons acting
      in
      concert, or approval by the stockholders of the Bank of any transaction which
      would result in such an acquisition; or

     

    (iii) a
      complete liquidation or dissolution of the Bank, or approval by the stockholders
      of the Bank of a plan for such liquidation or dissolution; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv) the
      occurrence of any event if, immediately following such event, at least 50%
      of
      the members of the board of directors of the Bank do not belong to any of the
      following groups:

     

    (A) individuals
      who were members of the Board of the Bank on the date of this Agreement;
      or

     

    (B) individuals
      who first became members of the Board of the Bank after the date of this
      Agreement either:

     

    (I) upon
      election to serve as a member of the Board of the Bank by affirmative vote
      of
      three-quarters of the members of such board, or of a nominating committee
      thereof, in office at the time of such first election; or

     

    (II) provided,
      however, that such individual's election or nomination did not result from
      an
      actual or threatened election contest (within the meaning of Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act) or other actual or threatened
      solicitation of proxies or consents (within the meaning of Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act) other than by or on behalf
      of
      the Board of the Bank;

     

    (v) any
      event
      which would be described in Section 5(a)(i), (ii), (iii) or (iv) if the term
      "Company" were substituted for the term "Bank" therein.

     

    (b) In
      no
      event, however, shall a Change of Control be deemed to have occurred as a result
      of any acquisition of securities or assets of the Bank, the Company, or any
      affiliate or subsidiary of either of them, by the Bank, the Company or any
      affiliate or subsidiary of either of them, or by any employee benefit plan
      maintained by any of them. For purposes of this section 5 the term "person"
      shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of
      the
      Exchange Act.

     

    6. TERMINATION
      FOR CAUSE

     

    The
      term
      "Termination for Cause" shall mean termination because of the Executive's
      personal dishonesty, incompetence, willful misconduct, any breach of fiduciary
      duty involving personal profit, intentional failure to perform stated duties,
      willful violation of any law, rule, or regulation (other than traffic violations
      or similar offenses) or final cease-and-desist order, or material breach of
      any
      provision of this Agreement. In determining incompetence, the acts or omissions
      shall be measured against standards generally prevailing in the savings
      institutions industry. For purposes of this paragraph, no act or failure to
      act
      on the part of the Executive shall be considered "willful" unless done, or
      omitted to be done, by the Executive not in good faith and without reasonable
      belief that the Executive's action or omission was in the best interest of
      the
      Bank. Notwithstanding the foregoing, Executive shall not be deemed to have
      been
      Terminated for Cause unless and until there shall have been delivered to him
      a
      copy of a resolution duly adopted by the affirmative vote of not less than
      three-fourths of the members of the Board at a meeting of the Board called
      and
      held for that purpose (after reasonable notice to Executive and an opportunity
      for him, together with counsel, to be heard before the Board), finding that
      in
      the good faith opinion of the board, Executive was guilty of conduct justifying
      Termination for Cause and specifying the particulars thereof in detail. The
      Executive shall not have the right to receive compensation or other benefits
      for
      any period after Termination for Cause. Any stock options granted to Executive
      under any stock option plan of the Bank, the Company or any subsidiary thereof,
      shall become null and void effective upon Executive's receipt of Notice of
      Termination for Cause pursuant to Section 7 hereof, and shall not be exercisable
      by Executive at any time subsequent to such Termination for Cause.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7. NOTICE

     

    (a) Any
      purported termination by the Bank or by Executive shall be communicated by
      Notice of Termination to the other party hereto. For purposes of this Agreement,
      a "Notice of Termination" shall mean a written notice which shall indicate
      the
      specific termination provision in this Agreement relied upon and shall set
      forth
      in reasonable detail the facts and circumstances claimed to provide a basis
      for
      termination of Executive's employment under the provision so
      indicated.

     

    (b) "Date
      of
      Termination" shall mean the date specified in the Notice of Termination, which
      shall in no event be later than the date on which the Notice of Termination
      is
      personally delivered by the notifying party to the other party or five (5)
      days
      after the date on which such Notice of Termination is mailed by certified mail,
      return receipt requested, to the other party.

     

    (c) If,
      within thirty (30) days after any Notice of Termination is given, the party
      receiving such Notice of Termination notifies the other party that a dispute
      exists concerning the termination, except upon the occurrence of Termination
      for
      Cause in which case the Date of Termination shall be the date specified in
      the
      Notice, the Date of Termination shall be the date on which the dispute is
      finally determined, either by mutual written agreement of the parties, by a
      binding arbitration award, or by a final judgment, order or decree of an court
      of competent jurisdiction (the time for appeal having expired and no appear
      having been perfected); provided however, that the Date of Termination shall
      be
      extended by a notice of dispute only if such notice is given in good faith
      and
      the party giving such notice pursues the resolution of such dispute with
      reasonable diligence. Notwithstanding the pendency of any such dispute, the
      Bank
      will continue to pay Executive his full compensation in effect when the notice
      giving rise to the dispute was given (including, but not limited to, Base
      Salary) and continue Executive as a participant in all compensation, benefit
      and
      insurance plans in which he was participating when the notice of dispute was
      given, until the dispute is finally resolved in accordance with this Agreement,
      provided such dispute is resolved within nine months after the Date of
      Termination specified in the Notice of Termination; notwithstanding the
      foregoing no compensation or benefits shall be paid to Executive in the event
      the Executive is Terminated for Cause. In the event that such Termination for
      Cause is found to have been wrongful or such dispute is otherwise decided in
      Executive's favor, the Executive shall be entitled to receive all compensation
      and benefits which accrued for up to a period of nine months after the
      Termination for Cause. If such dispute is not resolved within such nine-month
      period, the Bank shall not be obligated, upon final resolution of such dispute,
      to pay Executive compensation and other payments accruing more than nine months
      from the Date of the Termination specified in the Notice of Termination. Amounts
      paid under this Section are in addition to all other amounts due under this
      Agreement and shall not be offset against or reduce any other amounts due under
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. POST-TERMINATION
      OBLIGATIONS

     

    (a) All
      payments and benefits to Executive under this Agreement shall be subject to
      Executive's compliance with paragraph (b) of this Section 8 during the term
      of
      this Agreement and for 3 full years after the expiration or termination
      hereof.

     

    (b) Executive
      shall, upon reasonable notice, furnish such information and assistance to the
      Bank as may reasonably be required by the Bank in connection with any litigation
      in which it or any of its subsidiaries or affiliates is, or may become, a party;
      provided, however, that the Executive shall be reimbursed by the Bank for all
      of
      the reasonable costs which he incurs in complying with this Section 8(b).


     

    9. NON-COMPETITION

     

    (a) Executive
      agrees not to compete with the Bank and/or the Company during the term of his
      employment hereunder and for a period of one (1) year following his Date of
      Termination in any city, town or county in which the Bank, the Company, or
      a
      subsidiary of the Bank of the Company has an office or other physical location
      or has filed an application of regulatory approval to establish an office,
      determined as of the effective date of such termination, except as agreed to
      pursuant to a resolution duly adopted by the Board. Executive agrees that during
      such period and within said cities, towns and counties, Executive shall not
      work
      for or advise, consult or otherwise serve with, directly or indirectly, any
      entity whose business materially competes with the depository, lending or other
      business activities of the Bank and/or the Company. The parties hereto,
      recognizing that irreparable injury will result to the Bank and/or the Company,
      its business and property in the event of Executive's breach of this Subsection
      9(a) agree that in the event of any such breach by Executive, the Bank and/or
      the Company will be entitled, in addition to any other remedies and damages
      available, to an injunction to restrain the violation hereof by Executive,
      Executive's partners, agents, servants, employers, employees and all persons
      acting for or with Executive. Nothing herein will be construed as prohibiting
      the Bank and/or the Company from pursuing any other remedies available to the
      Bank and/or the Company for such breach or threatened breach, including the
      recovery of damages from Executive.

     

    (b) Executive
      recognizes and acknowledges that the knowledge of the business activities and
      plans for business activities of the Bank and affiliates thereof, as it may
      exist from time to time, is a valuable, special and unique asset of the business
      of the Bank. Executive will not, during or after the term of his employment,
      disclose any knowledge of the past, present, planned or considered business
      activities of the Bank or affiliates thereof to any person, firm, corporation,
      or other entity for any reason or purpose whatsoever. Notwithstanding the
      foregoing, Executive may disclose any knowledge of banking, financial and/or
      economic principles, concepts or ideas which are not solely and exclusively
      derived from the business plans and activities of the Bank, and Executive may
      disclose any information regarding the Bank or the Company which is otherwise
      publicly available. In the event of a breach or threatened breach by the
      Executive of the Provisions of this Section 9, the Bank will be entitled to
      an
      injunction restraining Executive from disclosing, in whole or in part, the
      knowledge of the past, present, planned or considered business activities of
      the
      Bank or affiliates thereof, or from rendering any services to any person, firm,
      corporation, other entity to whom such knowledge, in whole or in part, has
      been
      disclosed or is threatened to be disclosed. Nothing herein will be construed
      as
      prohibiting the Bank from pursuing any other remedies available to the Bank
      for
      such breach or threatened breach, including the recovery of damages from
      Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. SOURCE
      OF PAYMENTS

     

    All
      payments provided in this Agreement shall be timely paid in cash or check from
      the general funds of the Bank.

     

    11. EFFECT
      ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS

     

    This
      Agreement contains the entire understanding between the parties hereto and
      supersedes any prior employment agreement between the Bank or any predecessor
      of
      the Bank and Executive, except that this Agreement shall not affect or operate
      to reduce any benefit or compensation inuring to the Executive of a kind
      elsewhere provided. No provision of this Agreement shall be interpreted to
      mean
      that Executive is subject to receiving fewer benefits that those available
      to
      him without reference to this Agreement.

     

    12. NO
      ATTACHMENT

     

    (a) Except
      as
      required by law, no right to receive payments under this Agreement shall be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to affect any such action shall be null, void, and of no
      effect.

     

    (b) This
      Agreement shall be binding upon, and inure to the benefit of, Executive and
      the
      Bank and their respective successors and assigns.

     

    13. MODIFICATION
      AND WAIVER

     

    (a) This
      Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto.

     

    (b) No
      term
      or condition of this Agreement shall be deemed to have been waived, nor shall
      there be any estoppel against the enforcement of any provision of this
      Agreement, except by written instrument of the party charged with such wavier
      or
      estoppel. No such written waiver shall be deemed a continuing waiver unless
      specifically stated therein, and each such waiver shall operate only as to
      the
      specific term or condition waived and shall not constitute a waiver of such
      term
      or condition for the future as to any act other than that specifically
      waived.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. REQUIRED
      PROVISIONS

     

    (a) The
      Bank
      may terminate the Executive's employment at any time, but any termination by
      the
      Bank, other than Termination for Cause, shall not prejudice Executive's right
      (if applicable) to compensation or other benefits under this Agreement.
      Executive shall not have the right to receive compensation or other benefits
      for
      any period after Termination for Cause as defined in Section 6 herein
      above.

     

    (b) If
      the
      Executive is suspended from office and/or temporarily prohibited from
      participating in the conduct of the Bank's affairs by a notice served under
      Section 8(e)(3) (12 U.S.C. (S)(S) 1818(e)(3)) or 8(g) (12 U.S.C. (S) 1818(g))
      of
      the Federal Deposit Insurance Act, as amended by the Financial Institutions
      Reform, Recovery and Enforcement Act of 1989, the Bank's obligations under
      this
      contract shall be suspended as of the date of service, unless stayed by
      appropriate proceedings. If the charges in the notice are dismissed, the Bank
      may in its discretion (i) pay the Executive all or part of the compensation
      withheld while their contract obligations were suspended and (ii) reinstate
      (in
      whole or in part) any of the obligations which were suspended.

     

    (c) If
      the
      Executive is removed and/or permanently prohibited from participating in the
      conduct of the Bank's affairs by an order issued under Section 8(e) (12 U.S.C.
      (S)(S) 1818(e)) or 8(g)(12 U.S.C. (S) 1818(g)) of the Federal Deposit Insurance
      Act, as amended by the Financial Institutions Reform, Recovery and Enforcement
      Act of 1989, all obligations of the Bank under this contract shall terminate
      as
      of the effective date of the order, but vested rights of the contracting parties
      shall not be affected.

     

    (d) If
      the
      Bank is in default as defined in Section 3(x) (12 U.S.C. (S) 1813(x)(1)) of
      the
      Federal Deposit Insurance Act, as amended by the Financial Institutions Reform,
      Recovery and Enforcement Act of 1989, all obligations of the Bank under this
      contract shall terminate as of the date of default, but this paragraph shall
      not
      affect any vested rights of the contracting parties.

     

    (e) All
      obligations of the Bank under this contract shall be terminated, except to
      the
      extent determined that continuation of the contract is necessary for the
      continued operation of the institution, (i) by the Federal Deposit Insurance
      Corporation ("FDIC"), at the time FDIC enters into an agreement to provide
      assistance to or on behalf of the Bank under the authority contained in Section
      13(c) (12 U.S.C. (S) 1823(c)) of the Federal Deposit Insurance Act, as amended
      by the Financial Institutions Reform, Recovery and Enforcement Act of 1989;
      or
      (ii) by the Office of Thrift Supervision ("OTS") at the time the OTS or its
      District Director approves a supervisory merger to resolve problems related
      to
      the operations of the Bank or when the Bank is determined by the OTS or FDIC
      to
      be in an unsafe or unsound condition. Any rights of the parties that have
      already vested, however, shall not be affected by such action.

     

    15. SECTION
      409A OF THE INTERNAL REVENUE CODE

     

    Mr.
      Yung
      and the Bank acknowledge that each of the payments and benefits promised to
      Mr.
      Yung under this Agreement must either comply with the requirements of Section
      409A of the Code ("Section 409A") and the regulations thereunder or qualify
      for
      an exception from compliance. To that end, Mr. Yung and the Bank agree that
      the
      welfare benefits provided in kind under section 4(c) are intended to be exempt
      from Section 409A as welfare benefits pursuant to Treasury Regulation Section
      1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case
      of
      a payment that is not exempt from Section 409A, the payment shall not be made
      prior to, and shall, if necessary, be deferred (with interest at the annual
      rate
      of 6%, compounded monthly from the date of Mr. Yung’s termination of employment
      to the date of actual payment) to and paid on the later of the earliest date
      on
      which Mr. Yung experiences a separation from service (within the meaning of
      Treasury Regulation Section 1.409A-1(h)) and, if Mr. Yung is a specified
      employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on
      the
      date of his separation from service, the first day of the seventh month
      following Mr. Yung’s separation from service. Furthermore, this Agreement shall
      be construed and administered in such manner as shall be necessary to effect
      compliance with Section 409A and shall be subject to amendment in the future,
      in
      such manner as the Bank may deem necessary or appropriate to effect such
      compliance; provided that any such amendment shall preserve for Mr. Yung the
      present value of the payments due under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16. SEVERABILITY

     

    If,
      for
      any reason, any provision of this Agreement, or any part of any provision,
      is
      held invalid, such invalidity shall not affect any other provision of this
      Agreement or any part of such provision not held so invalid, and each such
      other
      provision and part thereof shall to the full extent consistent with law continue
      in full force and effect.

     

    17. HEADINGS
      FOR REFERENCE ONLY

     

    The
      headings of sections and paragraphs herein are included solely for convenience
      of reference and shall not control the meaning or interpretation of any of
      the
      provisions of this Agreement.

     

    18. GOVERNING
      LAW

     

    This
      Agreement shall be governed by the laws of the State of Iowa, but only to the
      extent not superseded by federal law.

     

    19. ARBITRATION

     

    Any
      dispute or controversy arising under or in connection with this Agreement may
      be
      settled by arbitration in accordance with the rules of the American Arbitration
      Association then in effect. Judgment may be entered on the arbitrator's award
      in
      any court having jurisdiction; provided, however, that Executive shall be
      entitled to seek specific performance of his right to be paid until the Date
      of
      Termination during the pendency of any dispute or controversy arising under
      or
      in connection with this Agreement.

     

    20. INDEMNIFICATION

     

    The
      Bank
      shall provide Executive (including his heirs, executors and administrators)
      with
      coverage under a standard directors' and officers' liability insurance policy
      at
      its expense, or in lieu thereof, shall indemnify Executive (and his heirs,
      executors and administrator) to the fullest extent permitted under federal
      law
      against all expenses and liabilities reasonably incurred by him in connection
      with or arising out of any action, suit or proceeding in which me may be
      involved by reason of his having been a director or officer of the Bank (whether
      or not he continued to be a director or officer at the time of incurring such
      expenses or liabilities), such expenses and liabilities to include, but not
      be
      limited to, judgments, court costs and attorneys' fees and the cost of
      reasonable settlements (such settlements must be approved by the Board of
      Directors of the Bank). If such action, suit or proceeding is brought against
      Executive in his capacity as an officer or director of the Bank, however, such
      indemnification shall not extend to matters as to which Executive is finally
      adjudged to be liable for willful misconduct in the performance of his duties.
      No Indemnification shall be paid that would violate 12 U.S.C. 1828(k) or any
      regulations promulgated thereunder, or 12 C.F.R. 544.122.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    21. SUCCESSOR
      TO THE BANK

     

    The
      Bank
      shall require any successor or assignee, whether direct or indirect, by
      purchase, merger, consolidation or otherwise, to all or substantially all the
      business or assets of the Bank or the Company, expressly and unconditionally
      to
      assume and agree to perform the Bank's obligations under this Agreement, in
      the
      same manner and the same extent that the Bank would be required to perform
      if no
      such succession or assignment had taken place.

     

    SIGNATURES

     

    In
      Witness Whereof,
      the
      Bank has caused this Agreement to be executed and their seals to be affixed
      hereunto by its duly authorized officer, and the Executive has signed this
      Agreement, on the day and date first above written.

     

    
      
        	
                ATTEST:

              	 	
                First
                  Federal Savings Bank of Iowa

              
	 	 	 
	
                BY:

              	 	
                BY:

              
	
                
                  /s/
                    Anita L. Cramer

                

              	 	
                
                  /s/
                    David M. Bradley

                

              
	
                Secretary

              	 	
                Name: David
                  M. Bradley

              
	
                 

              	 	
                Title:
                  President and CEO

              
	 	 	 
	
                [SEAL]

              	 	 
	 	 	 
	
                WITNESS

              	 	
                EXECUTIVE

              
	 	 	 
	
                BY:
                  /s/ Kyle C. Cook

                       Kyle
                  C. Cook

                       CFO

              	 	
                BY:
                  /s/ Kirk A. Yung

                       Kirk
                  A. Yung

                       Senior
                  Vice President

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	STATE
                OF IOWA	):
	 	)
                ss.:
	COUNTY
                OF WEBSTER	)


      

    

     

    On
      this
      ___________ day of ___________________________, before me personally came Kirk
      A. Yung, to me known, and known to me to be the individual described in the
      foregoing instrument, who, being by me duly sworn, did depose and say that
      he
      resides at 1534 11th Avenue North, Fort Dodge, Iowa 50501, and that he signed
      his name to the foregoing instrument.

    

      
        	 
	
                Notary
                  Public

              


      

    

     

    
      	STATE
              OF IOWA	):
	 	)ss.:
	COUNTY
              OF WEBSTER	)


    

    


    On
      this
      _____________ day of _________________________, before me personally came
      ____________________________, to me known, who, being by me duly sworn, did
      depose and say that he resides at
      ___________________________________________________, that he is the
      _______________________________ of First Federal Savings Bank of Iowa, the
      savings bank described in and which executed the foregoing instrument; that
      he
      knows the seal of said savings bank; that the seal affixed to said instrument
      is
      such seal; that it was so affixed by order of the Board of Directors of said
      savings bank; and that he signed his name thereto by like order.

    

      
        	 
	
                Notary
                  Public