First
        Federal Savings Bank of Iowa

       

      Employment
        Agreement

       

      This
        Employment
        Agreement
        (“Agreement”) made and entered into as of December
        14, 2007 by and between First
        Federal Savings Bank of Iowa,
        a
        savings bank organized and operating under the federal laws of the United
        States
        and having an office at 825 Central Avenue, Fort Dodge, Iowa 50501 (“Bank”) and
        C. Thomas Chalstrom, an individual residing at 1020 N 19th St., Fort Dodge,
        Iowa
        (“Mr. Chalstrom”).

       

      W
        i t n e s s e t h
        :

       

      Whereas,
        Mr.
        Chalstrom currently serves the Bank in the capacity of President and Chief
        Operating Officer; and

       

      Whereas,
        the
        Bank is a wholly owned subsidiary of North Central Bancshares, Inc. (“Holding
        Company”); and

       

      Whereas,
        the
        Bank desires to employ Mr. Chalstrom in the capacity of President and Chief
        Operating Officer and desires to assure for itself the services of Mr. Chalstrom
        for the period provided in this Agreement; and

       

      Whereas,
        Mr.
        Chalstrom is willing to continue to serve the Bank on the terms and conditions
        hereinafter set forth; and

       

      Whereas,
        Mr.
        Chalstrom and the Bank are parties to an Employment Agreement made and entered
        into as of March 29, 2005 (“Original Agreement”); and

       

      Whereas,
        pursuant to section 25 of the Original Agreement, the parties wish to amend
        the
        Original Agreement;

       

      Now,
        Therefore,
        in
        consideration of the premises and the mutual covenants and conditions
        hereinafter set forth, the Bank and Mr. Chalstrom hereby agree as
        follows:

       

      Section
        1. Employment.

       

      The
        Bank
        agrees to continue to employ Mr. Chalstrom, and Mr. Chalstrom hereby agrees
        to
        such continued employment, during the period and upon the terms and conditions
        set forth in this Agreement.

       

      Section
        2. Employment
        Period; Remaining Unexpired Employment Period.

       

      The
        terms
        and conditions of this Agreement shall be and remain in effect during the
        period
        of employment established under this section 2 (“Employment Period”). The
        Employment Period shall be for an initial term of three years beginning on
        the
        date of this Agreement. Prior to the first anniversary of the date of this
        Agreement and on each anniversary date thereafter (each, an “Anniversary Date”),
        the Board of Directors of the Bank (“Board”) shall review the terms of this
        Agreement and Mr. Chalstrom’s performance of services hereunder and may, in the
        absence of objection from Mr. Chalstrom, approve an extension of the Employment
        Agreement. In such event, the Employment Agreement shall be extended to the
        third anniversary of the relevant Anniversary Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      For
        all
        purposes of this Agreement, the term “Remaining Unexpired Employment Period” as
        of any date shall mean the period beginning on such date and ending on the
        Anniversary Date on which the Employment Period (as extended pursuant to
        section
        2(a) of this Agreement) is then scheduled to expire.

       

      Nothing
        in this Agreement shall be deemed to prohibit the Bank at any time from
        terminating Mr. Chalstrom’s employment during the Employment Period with or
        without notice for any reason; provided,
        however,
        that
        the relative rights and obligations of the Bank and Mr. Chalstrom in the
        event
        of any such termination shall be determined under this Agreement.

       

      Section
        3. Duties.

       

      Mr.
        Chalstrom shall serve as President and Chief Operating Officer of the Bank,
        having such power, authority and responsibility and performing such duties
        as
        are prescribed by or under the By-Laws of the Bank and as are customarily
        associated with such position. Mr. Chalstrom shall devote his full business
        time
        and attention (other than during weekends, holidays, approved vacation periods,
        and periods of illness or approved leaves of absence) to the business and
        affairs of the Bank and shall use his best efforts to advance the interests
        of
        the Bank.

       

      Section
        4. Cash
        Compensation.

       

      In
        consideration for the services to be rendered by Mr. Chalstrom hereunder,
        the
        Bank shall pay to him a salary no less than the rate in effect on the date
        of
        this agreement, payable in approximately equal installments in accordance
        with
        the Bank’s customary payroll practices for senior officers. At least annually
        during the Employment Period, the Board shall review Mr. Chalstrom’s annual rate
        of salary and may, in its discretion, approve an increase therein. In addition
        to salary, Mr. Chalstrom may receive other cash compensation from the Bank
        for
        services hereunder at such times, in such amounts and on such terms and
        conditions as the Board may determine from time to time.

       

      Section
        5. Employee
        Benefit Plans and Programs.

       

      During
        the Employment Period, Mr. Chalstrom shall be treated as an employee of the
        Bank
        and shall be eligible to participate in and receive benefits under any and
        all
        qualified or non-qualified retirement, pension, savings, profit-sharing or
        stock
        bonus plans, any and all group life, health (including hospitalization, medical
        and major medical), dental, accident and long-term disability insurance plans,
        and any other employee benefit and compensation plans (including, but not
        limited to, any incentive compensation plans or programs, stock option and
        appreciation rights plans and restricted stock plans) as may from time to
        time
        be maintained by, or cover employees of, the Bank, in accordance with the
        terms
        and conditions of such employee benefit plans and programs and compensation
        plans and programs and consistent with the Bank’s customary
        practices.

       

      
        
          
          

        

        
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      Section
        6. Indemnification
        and Insurance.

       

      (a) During
        the Employment Period and until the expiration of time provided by law for
        the
        commencement of any judicial or administrative proceeding on the basis of
        such
        service, the Bank shall cause Mr. Chalstrom to be covered by and named as
        an
        insured under any policy or contract of insurance obtained by it to insure
        its
        directors and officers against personal liability for acts or omissions in
        connection with service as an officer or director of the Bank or service
        in
        other capacities at the request of the Bank. The coverage provided to Mr.
        Chalstrom pursuant to this section 6 shall be of the same scope and on the
        same
        terms and conditions as the coverage (if any) provided to other officers
        or
        directors of the Bank.

       

      (b) To
        the
        maximum extent permitted under applicable law, during the Employment Period
        and
        until the expiration of the time provided by law for the commencement of
        any
        judicial or administrative proceeding on the basis of such service, the Bank
        shall indemnify, and shall cause its subsidiaries and affiliates to indemnify
        Mr. Chalstrom against and hold him harmless from any costs, liabilities,
        losses
        and exposures to the fullest extent and on the most favorable terms and
        conditions that similar indemnification is offered to any director or officer
        of
        the Bank or any subsidiary or affiliate thereof. This section 6(b) shall
        not be
        applicable where section 19 is applicable. [No indemnification shall be paid
        that would violate 12 U.S.C. 1828(k) or any regulations promulgated thereunder,
        or 12 C.F.R. 545.121.]

       

      Section
        7. Outside
        Activities.

       

      Mr.
        Chalstrom may serve as a member of the boards of directors of such business,
        community and charitable organizations as he may disclose to and as may be
        approved by the Board (which approval shall not be unreasonably withheld);
        provided,
        however,
        that
        such service shall not materially interfere with the performance of his duties
        under this Agreement. Mr. Chalstrom may also engage in personal business
        and
        investment activities which do not materially interfere with the performance
        of
        his duties hereunder; provided,
        however,
        that
        such activities are not prohibited under any code of conduct or investment
        or
        securities trading policy established by the Bank and generally applicable
        to
        all similarly situated executives. Mr. Chalstrom may also serve as an officer
        or
        director of the Holding Company on such terms and conditions as the Bank
        and the
        Holding Company may mutually agree upon, and such service shall not be deemed
        to
        materially interfere with Mr. Chalstrom’s performance of his duties hereunder or
        otherwise result in a material breach of this Agreement.

       

      Section
        8. Working
        Facilities and Expenses.

       

      Mr.
        Chalstrom’s principal place of employment shall be at the Bank’s executive
        offices at the address first above written, or at such other location within
        Webster County, Iowa at which the Bank shall maintain its principal executive
        offices, or at such other location as the Bank and Mr. Chalstrom may mutually
        agree upon. The Bank shall provide Mr. Chalstrom at his principal place of
        employment with a private office, secretarial services, and other support
        services and facilities suitable to his position with the Bank and necessary
        or
        appropriate in connection with the performance of his assigned duties under
        this
        Agreement. The Bank shall provide to Mr. Chalstrom for his exclusive use
        an
        automobile owned or leased by the Bank and appropriate to his position, to
        be
        used in the performance of his duties hereunder, including commuting to and
        from
        his personal residence. The Bank shall reimburse Mr. Chalstrom for his ordinary
        and necessary business expenses, including, without limitation, all expenses
        associated with his business use of the aforementioned automobile, fees for
        memberships in such clubs and organizations as Mr. Chalstrom and the Bank
        shall
        mutually agree are necessary and appropriate for business purposes, and his
        travel and entertainment expenses incurred in connection with the performance
        of
        his duties under this Agreement, in each case upon presentation to the Bank
        of
        an itemized account of such expenses in such form as the Bank may reasonably
        require.

       

      
        
          
          

        

        
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      Section
        9. Termination
        of Employment with Severance Benefits.

       

      (a) Mr.
        Chalstrom shall be entitled to the severance benefits described herein in
        the
        event that his employment with the Bank terminates during the Employment
        Period
        under any of the following circumstances:

       

      (i) Mr.
        Chalstrom’s voluntary resignation from employment with the Bank within ninety
        (90) days following:

      


      (A) the
        failure of the Board to appoint or re-appoint or elect or re-elect Mr. Chalstrom
        to the office of President and Chief Operating Officer (or a more senior
        office)
        of the Bank;

      


      (B) the
        failure of the stockholders of the Bank to elect or re-elect Mr. Chalstrom
        or
        the failure of the Board (or the nominating committee thereof) to nominate
        Mr.
        Chalstrom for such election or re-election;

      


      (C) the
        expiration of a thirty (30) day period following the date on which Mr. Chalstrom
        gives written notice to the Bank of its material failure, whether by amendment
        of the Bank’s Charter or By-laws, action of the Board or the Bank’s stockholders
        or otherwise, to vest in Mr. Chalstrom the functions, duties, or
        responsibilities prescribed in section 3 of this Agreement, unless, during
        such
        thirty (30) day period, the Bank fully cures such failure in a manner determined
        by Mr. Chalstrom, in his discretion, to be satisfactory; or

      


      (D) the
        expiration of a thirty (30) day period following the date on which Mr. Chalstrom
        gives written notice to the Bank of its material breach of any term, condition
        or covenant contained in this Agreement (including, without limitation any
        reduction of Mr. Chalstrom’s rate of base salary in effect from time to time and
        any change in the terms and conditions of any compensation or benefit program
        in
        which Mr. Chalstrom participates which, either individually or together with
        other changes, has a material adverse effect on the aggregate value of his
        total
        compensation package), unless, during such thirty (30) day period, the Bank
        fully cures such failure; or

      


      (ii) the
        termination of Mr. Chalstrom’s employment with the Bank for any other reason not
        described in section 10(a).

       

      
        
          
          

        

        
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      In
        such
        event, then, the Bank shall provide the benefits and pay to Mr. Chalstrom
        the
        amounts described in section 9(b).

      


      (b) Upon
        the
        termination of Mr. Chalstrom’s employment with the Bank under circumstances
        described in section 9(a) of this Agreement, the Bank shall pay and provide
        to
        Mr. Chalstrom (or, in the event of his death, to his estate):

       

      (i) his
        earned but unpaid compensation as of the date of the termination of his
        employment with the Bank, such payment to be made at the time and in the
        manner
        prescribed by law applicable to the payment of wages but in no event later
        than
        thirty (30) days after termination of employment;

      


      (ii) the
        benefits, if any, to which he is entitled as a former employee under the
        employee benefit plans and programs and compensation plans and programs
        maintained for the benefit of the Bank’s officers and employees;

      


      (iii) continued
        group life, health (including hospitalization, medical and major medical),
        dental, accident and long-term disability insurance benefits, in addition
        to
        that provided pursuant to section 9(b)(ii), and after taking into account
        the
        coverage provided by any subsequent employer, if and to the extent necessary
        to
        provide for Mr. Chalstrom, for the Remaining Unexpired Employment Period,
        coverage equivalent to the coverage to which he would have been entitled
        under
        such plans (as in effect on the date of his termination of employment, or,
        if
        his termination of employment occurs after a Change of Control, on the date
        of
        such Change of Control, whichever benefits are greater), if he had continued
        working for the Bank during the Remaining Unexpired Employment Period at
        the
        highest annual rate of compensation achieved during that portion of the
        Employment Period which is prior to Mr. Chalstrom’s termination of employment
        with the Bank;

      


      (iv) thirty
        (30) days following his termination of employment with the Bank, a lump sum
        payment, in an amount equal to the present value of the salary that Mr.
        Chalstrom would have earned if he had continued working for the Bank during
        the
        Remaining Unexpired Employment Period at the highest annual rate of salary
        achieved during that portion of the Employment Period which is prior to Mr.
        Chalstrom’s termination of employment with the Bank, where such present value is
        to be determined using a discount rate equal to the applicable short-term
        federal rate prescribed under section 1274(d) of the Internal Revenue Code
        of
        1986 (“Code”) (the “Short Term AFR”), compounded using the compounding period
        corresponding to the Bank’s regular payroll periods for its officers, such lump
        sum to be paid in lieu of all other payments of salary provided for under
        this
        Agreement in respect of the period following any such termination;

      


      (v) thirty
        (30) days following his termination of employment with the Bank, a lump sum
        payment in an amount equal to the product of (A) the Bank’s “normal cost” for
        its tax-qualified defined benefit plan for the most recently completed fiscal
        year of the plan (expressed as a percentage of the compensation recognized
        in
        the plan’s benefit formula and determined by, or on the basis of information
        furnished by, the plan’s actuary) multiplied by (B) the amount payable under
        section 9(b)(iv);

       

      
        
          
          

        

        
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      (vi) thirty
        (30) days following his termination of employment with the Bank, a lump sum
        payment in an amount equal to the present value of the additional employer
        contributions (or if greater in the case of a leveraged employee stock ownership
        plan or similar arrangement, the additional assets allocable to him through
        debt
        service, based on the fair market value of such assets at termination of
        employment) to which he would have been entitled under any and all qualified
        and
        non-qualified defined contribution plans maintained by, or covering employees
        of, the Bank, if he were 100% vested thereunder and had continued working
        for
        the Bank during the Remaining Unexpired Employment Period at the highest
        annual
        rate of compensation achieved during that portion of the Employment Period
        which
        is prior to Mr. Chalstrom’s termination of employment with the Bank, and making
        the maximum amount of employee contributions, if any, required under such
        plan
        or plans, such present value to be determined on the basis of a discount
        rate,
        compounded using the compounding period that corresponds to the frequency
        with
        which employer contributions are made to the relevant plan, equal to the
        Short
        Term AFR;

      


      (vii) the
        payments that would have been made to Mr. Chalstrom under any cash bonus
        or
        long-term or short-term cash incentive compensation plan maintained by, or
        covering employees of, the Bank if he had continued working for the Bank
        during
        the Remaining Unexpired Employment Period and had earned the maximum bonus
        or
        incentive award in each calendar year that ends during the Remaining Unexpired
        Employment Period, each annual payment to be equal to the product
        of:

      


      (A) the
        maximum percentage rate at which an award was ever available to Mr. Chalstrom
        under such incentive compensation plan; multiplied by

      


      (B) the
        salary that would have been paid to Mr. Chalstrom during each such calendar
        year
        at the highest annual rate of salary achieved during that portion of the
        Employment Period which is prior to Mr. Chalstrom’s termination of employment
        with the Bank;

      


      where
        such payments are to be made (without discounting for early payment) thirty
        (30)
        days following Mr. Chalstrom’s termination of employment;

      


      (viii) Mr.
        Chalstrom shall be deemed fully vested in all options and appreciation rights
        under any stock option or appreciation rights plan or program maintained
        by, or
        covering employees of, the Bank, even if he is not vested under such plan
        or
        program;

      


      (ix) Mr.
        Chalstrom shall be deemed fully vested in all shares awarded under any
        restricted stock plan maintained by, or covering employees of, the Bank,
        even if
        he is not vested under such plan.

       

      
        
          
          

        

        
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      The
        Bank
        and Mr. Chalstrom hereby stipulate that the damages which may be incurred
        by Mr.
        Chalstrom following any such termination of employment are not capable of
        accurate measurement as of the date first above written and that the payments
        and benefits contemplated by this section 9(b) constitute reasonable damages
        under the circumstances and shall be payable without any requirement of proof
        of
        actual damage and without regard to Mr. Chalstrom’s efforts, if any, to mitigate
        damages. The Bank and Mr. Chalstrom further agree that the Bank may condition
        the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v),
        (vi)
        and (vii) on the receipt, not later than thirty (30) days after termination
        of
        employment, of Mr. Chalstrom’s resignation from any and all positions which he
        holds as an officer, director or committee member with respect to the Bank,
        the
        Holding Company or any subsidiary or affiliate of either of them; provided
        that
        the Bank requests such resignations in writing not later than twenty (20)
        days
        after termination of employment.

      


      Section
        10. Termination
        without Additional Bank Liability.

       

      (a) In
        the
        event that Mr. Chalstrom’s employment with the Bank shall terminate during the
        Employment Period on account of:

       

      (i) the
        discharge of Mr. Chalstrom for “cause,” which, for purposes of this Agreement
        shall mean personal dishonesty, incompetence, willful misconduct, 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 any material
        breach of this Agreement, in each case as measured against standards generally
        prevailing at the relevant time in the savings and community banking industry;
        provided,
        however,
        that
        Mr. Chalstrom shall not be deemed to have been discharged for cause unless
        and
        until he shall have received a written notice of termination from the Board,
        accompanied by a resolution duly adopted by affirmative vote of a majority
        of
        the entire Board at a meeting called and held for such purpose (after reasonable
        notice to Mr. Chalstrom and a reasonable opportunity for Mr. Chalstrom to
        make
        oral and written presentations to the members of the Board, on his own behalf,
        or through a representative, who may be his legal counsel, to refute the
        grounds
        for the proposed determination) finding that in the good faith opinion of
        the
        Board grounds exist for discharging Mr. Chalstrom for cause; or

      


      (ii) Mr.
        Chalstrom’s voluntary resignation from employment with the Bank for reasons
        other than those specified in section 9(a)(i) or section 11(b);

      


      (iii) Mr.
        Chalstrom’s death; or

      


      (iv) a
        determination that Mr. Chalstrom is eligible for long-term disability benefits
        under the Bank’s long-term disability insurance program or, if there is no such
        program, under the federal Social Security Act;

      


      then
        the
        Bank shall have no further obligations under this Agreement, other than the
        payment to Mr. Chalstrom (or, in the event of his death, to his estate) of
        his
        earned but unpaid compensation as of the date of the termination of his
        employment, and the provision of such other benefits, if any, to which he
        is
        entitled as a former employee under the employee benefit plans and programs
        and
        compensation plans and programs maintained by, or covering employees of,
        the
        Bank.

       

      
        
          
          

        

        
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      Section
        11. Termination
        Upon or Following a Change of Control.

       

      (a) A
        Change
        of Control of the Bank (“Change of Control”) shall be deemed to have occurred
        upon the happening of any of the following events:

       

      (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:

      


      
        
          
          

        

        
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      (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) upon
        election by the stockholders of the Bank to serve as a member of the Board
        of
        the Bank, but only if nominated for election by affirmative vote of
        three-quarters of the members of the Board of the Bank, or of a nominating
        committee thereof, in office at the time of such first nomination;

      


      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; or

      


      (v) any
        event
        which would be described in section 11(a)(i), (ii), (iii) or (iv) if the
        term
“Holding Company” were substituted for the term “Bank” therein.

      


      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 Holding Company,
        or
        any affiliate or subsidiary of either of them, by the Bank, the Holding 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 11(a), the term
        “person” shall have the meaning assigned to it under sections 13(d)(3) or
        14(d)(2) of the Exchange Act.

      


      (b) In
        the
        event of a Change of Control, Mr. Chalstrom shall be entitled to the payments
        and benefits contemplated by section 9(b) in the event of his termination
        employment with the Bank under any of the circumstances described in section
        9(a) of this Agreement or under any of the following circumstances:

       

      (i) resignation,
        voluntary or otherwise, by Mr. Chalstrom at any time during the Employment
        Period and within ninety (90) days following his demotion, loss of title,
        office
        or significant authority or responsibility, or following any reduction in
        any
        element of his package of compensation and benefits;

      


      (ii) resignation,
        voluntary or otherwise, by Mr. Chalstrom at any time during the Employment
        Period and within ninety (90) days following any relocation of his principal
        place of employment or any change in working conditions at such principal
        place
        of employment which is embarrassing, derogatory or otherwise
        adverse;

      


      (iii) resignation,
        voluntary or otherwise, by Mr. Chalstrom at any time during the Employment
        Period following the failure of any successor to the Bank in the Change of
        Control to include Mr. Chalstrom in any compensation or benefit program
        maintained by it or covering any of its executive officers, unless Mr. Chalstrom
        is already covered by a substantially similar plan of the Bank which is at
        least
        as favorable to him; or

       

      
        
          
          

        

        
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      (iv) resignation,
        voluntary or otherwise, for any reason whatsoever following the expiration
        of a
        transition period of thirty days beginning on the effective date of the Change
        of Control (or such longer period, not to exceed ninety (90) days beginning
        on
        the effective date of the Change in Control, as the Bank or its successor
        may
        reasonably request) to facilitate a transfer of management
        responsibilities.

      


      Section
        12. Maximum
        Limitations on Severance Benefits.

       

      (a) Notwithstanding
        anything in this Agreement to the contrary, in the event that the payments
        provided to Mr. Chalstrom (or in the event of his death, to his estate) under
        this Agreement constitute an “excess parachute payment” under section 280G of
        the Code, such payments shall be limited to 2.99 times his average compensation
        (including salary, bonuses, amounts contributed on behalf of Mr. Chalstrom
        to
        any employee benefit plans and programs and compensation plans and programs
        maintained for the benefit of the Bank’s officers and employees and any other
        cash or non-cash compensation paid to Mr. Chalstrom) for the period of five
        taxable years ending immediately prior to his termination of employment (or
        for
        such shorter period during which Mr. Chalstrom has served as a full-time
        employee of the Bank.

       

      (b) In
        addition to the limitations of section 12(a) if (i) the making of payments
        and
        the provision of benefits to Mr. Chalstrom under this Agreement would, in
        the
        absence of this section 12(b), cause Mr. Chalstrom to be subject to the excise
        tax imposed under section 4999 of the Code and (ii) the limitation of Mr.
        Chalstrom’s payments and benefits as provided in this section 12(b) would
        require a reduction in payments and benefits that is less than or equal to
        the
        excise tax that otherwise would be imposed, then the payments and benefits
        made
        to Mr. Chalstrom under this Agreement shall be limited, in such manner as
        Mr.
        Chalstrom, in his discretion, may determine, to the maximum amount that may
        be
        paid without resulting in the imposition of an excise tax under section 4999
        of
        the Code. 

       

      Section
        13. Covenant
        Not to Compete.

       

      Mr.
        Chalstrom hereby covenants and agrees that, in the event of his termination
        of
        employment with the Bank prior to the expiration of the Employment Period,
        for a
        period of one (1) year following the date of his termination of employment
        with
        the Bank (or, if less, for the Remaining Unexpired Employment Period), he
        shall
        not, without the written consent of the Bank, become an officer, employee,
        consultant, director or trustee of any savings bank, savings and loan
        association, savings and loan holding company, bank or bank holding company,
        or
        any direct or indirect subsidiary or affiliate of any such entity, that entails
        working in any city, town or county in which the Bank or the Holding Company
        has
        an office or has filed an application for regulatory approval to establish
        an
        office, determined as of the effective date of Mr. Chalstrom’s termination of
        employment; provided,
        however,
        that
        this section 13 shall not apply if Mr. Chalstrom’s employment is terminated for
        the reasons set forth in section 9(a) or section 11(b); and provided, further,
        that if Mr. Chalstrom’s employment shall be terminated on account of disability
        as provided in section 10(d) of this Agreement, this section 13 shall not
        prevent Mr. Chalstrom from accepting any position or performing any services
        if
        (a) he first offers, by written notice, to accept a similar position with,
        or
        perform similar services for, the Bank on substantially the same terms and
        conditions and (b) the Bank declines to accept such offer within ten (10)
        days
        after such notice is given. If Mr. Chalstrom resigns voluntarily with advance
        written notice, any period of employment with the Bank after giving notice
        and
        before the effective date of his termination of employment shall count as
        a part
        of the non-compete period.

       

      
        
          
          

        

        
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            10
            -

          
            

          

        

        
          
          

        

      

       

      Section
        14. Confidentiality.

       

      Unless
        he
        obtains the prior written consent of the Bank, Mr. Chalstrom shall keep
        confidential and shall refrain from using for the benefit of himself, or
        any
        person or entity other than the Bank or any entity which is a subsidiary
        of the
        Bank or of which the Bank is a subsidiary, any material document or information
        obtained from the Bank, or from its parent or subsidiaries, in the course
        of his
        employment with any of them concerning their properties, operations or business
        (unless such document or information is readily ascertainable from public
        or
        published information or trade sources or has otherwise been made available
        to
        the public through no fault of his own) until the same ceases to be material
        (or
        becomes so ascertainable or available); provided,
        however,
        that
        nothing in this section 14 shall prevent Mr. Chalstrom, with or without the
        Bank’s consent, from participating in or disclosing documents or information in
        connection with any judicial or administrative investigation, inquiry or
        proceeding to the extent that such participation or disclosure is required
        under
        applicable law.

       

      Section
        15. Solicitation.

       

      Mr.
        Chalstrom hereby covenants and agrees that, for a period of one (1) year
        following his termination of employment with the Bank, he shall not, without
        the
        written consent of the Bank, either directly or indirectly:

       

      (a) solicit,
        offer employment to, or take any other action intended, or that a reasonable
        person acting in like circumstances would expect, to have the effect of causing
        any officer or employee of the Bank, the Holding Company or any affiliate,
        as of
        the date of this Agreement, of either of them, to terminate his or her
        employment and accept employment or become affiliated with, or provide services
        for compensation in any capacity whatsoever to, any savings bank, savings
        and
        loan association, bank, bank holding company, savings and loan holding company,
        or other institution engaged in the business of accepting deposits and making
        loans, doing business in any city, town or county in which the Bank or the
        Holding Company has an office or has filed an application for regulatory
        approval to establish an office, determined as of the date of this
        Agreement;

       

      (b) provide
        any information, advice or recommendation with respect to any such officer
        or
        employee of any savings bank, savings and loan association, bank, bank holding
        company, savings and loan holding company, or other institution engaged in
        the
        business of accepting deposits and making loans, doing business in any city,
        town or county in which the Bank or the Holding Company has an office or
        has
        filed an application for regulatory approval to establish an office, determined
        as of the date of this Agreement, that is intended, or that a reasonable
        person
        acting in like circumstances would expect, to have the effect of causing
        any
        officer or employee of the Bank, the Holding Company, or any affiliate, as
        of
        the date of this Agreement, of either of them, to terminate his or her
        employment and accept employment or become affiliated with, or provide services
        for compensation in any capacity whatsoever to, such savings bank, savings
        and
        loan association, bank, bank holding company, savings and loan holding company,
        or other institution engaged in the business of accepting deposits and making
        loans; or

       

      
        
          
          

        

        
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            11
            -

          
            

          

        

        
          
          

        

      

       

      (c) solicit,
        provide any information, advice or recommendation or take any other action
        intended, or that a reasonable person acting in like circumstances would
        expect,
        to have the effect of causing any customer of the Bank to terminate an existing
        business or commercial relationship with the Bank.

       

      If
        Mr.
        Chalstrom resigns voluntarily with advance written notice, any period of
        employment with the Bank after giving notice and before the effective date
        of
        his termination of employment shall count as part of the non-solicitation
        period.

      


      Section
        16. No
        Effect on Employee Benefit Plans or Programs.

       

      The
        termination of Mr. Chalstrom’s employment during the term of this Agreement or
        thereafter, whether by the Bank or by Mr. Chalstrom, shall have no effect
        on the
        rights and obligations of the parties hereto under the Bank’s qualified or
        non-qualified retirement, pension, savings, thrift, profit-sharing or stock
        bonus plans, group life, health (including hospitalization, medical and major
        medical), dental, accident and long-term disability insurance plans or such
        other employee benefit plans or programs, or compensation plans or programs,
        as
        may be maintained by, or cover employees of, the Bank from time to
        time.

       

      Section
        17. Successors
        and Assigns.

       

      This
        Agreement will inure to the benefit of and be binding upon Mr. Chalstrom,
        his
        legal representatives and testate or intestate distributees, and the Bank
        and
        its successors and assigns, including any successor by merger or consolidation
        or any other person or firm or corporation to which all or substantially
        all of
        the assets and business of the Bank may be sold or otherwise transferred.
        Failure of the Bank to obtain from any successor its express written assumption
        of the Bank’s obligations hereunder at least sixty (60) days in advance of the
        scheduled effective date of any such succession shall be deemed a material
        breach of this Agreement unless cured within ten (10) days after notice thereof
        by Mr. Chalstrom to the Bank.

       

      Section
        18. Notices.

       

      Any
        communication required or permitted to be given under this Agreement, including
        any notice, direction, designation, consent, instruction, objection or waiver,
        shall be in writing and shall be deemed to have been given at such time as
        it is
        delivered personally, or five (5) days after mailing if mailed, postage prepaid,
        by registered or certified mail, return receipt requested, addressed to such
        party at the address listed below or at such other address as one such party
        may
        by written notice specify to the other party:

       

      If
        to Mr.
        Chalstrom:

      


      Mr.
        C.
        Thomas Chalstrom

      
        [         ]

        [         ]

      

       

      
        
          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      

       

      If
        to the
        Bank:

      


      First
        Federal Savings Bank of Iowa

      825
        Central Avenue

      P.O.
        Box
        1237

      Fort
        Dodge, Iowa 50501

      Attention:
        Corporate Secretary

      


      with
        a
        copy to:

      


      Thacher
        Proffitt & Wood LLP

      Two
        World
        Financial Center

      New
        York,
        New York 10281

      Attention:
        W. Edward Bright, Esq.

       

      Section
        19. Indemnification
        for Attorneys’ Fees.

       

      From
        and
        after the earliest date on which a Change of Control occurs, the Bank shall
        indemnify, hold harmless and defend Mr. Chalstrom against reasonable costs,
        including legal fees, incurred by him in connection with or arising out of
        any
        action, suit or proceeding in which he may be involved, as a result of his
        efforts, in good faith, to defend or enforce the terms of this Agreement;
        provided,
        however,
        that
        Mr. Chalstrom shall have substantially prevailed on the merits pursuant to
        a
        judgment, decree or order of a court of competent jurisdiction or of an
        arbitrator in an arbitration proceeding, or in a settlement. For purposes
        of
        this Agreement, any settlement agreement which provides for payment of any
        amounts in settlement of the Bank’s obligations hereunder shall be conclusive
        evidence of Mr. Chalstrom’s entitlement to indemnification hereunder, and any
        such indemnification payments shall be in addition to amounts payable pursuant
        to such settlement agreement, unless such settlement agreement expressly
        provides otherwise.

       

      Section
        20. Severability.

       

      A
        determination that any provision of this Agreement is invalid or unenforceable
        shall not affect the validity or enforceability of any other provision
        hereof.

       

      Section
        21. Waiver.

       

      Failure
        to insist upon strict compliance with any of the terms, covenants or conditions
        hereof shall not be deemed a waiver of such term, covenant, or condition.
        A
        waiver of any provision of this Agreement must be made in writing, designated
        as
        a waiver, and signed by the party against whom its enforcement is sought.
        Any
        waiver or relinquishment of any right or power hereunder at any one or more
        times shall not be deemed a waiver or relinquishment of such right or power
        at
        any other time or times.

       

      
        
          
          

        

        
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            13
            -

          
            

          

        

        
          
          

        

      

       

      Section
        22. Counterparts.

       

      This
        Agreement may be executed in two (2) or more counterparts, each of which
        shall
        be deemed an original, and all of which shall constitute one and the same
        Agreement.

       

      Section
        23. Governing
        Law.

       

      This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        federal laws of the United States and, to the extent that federal law is
        inapplicable, in accordance with the laws of the State of Iowa applicable
        to
        contracts entered into and to be performed entirely within the State of
        Iowa.

       

      Section
        24. Headings
        and Construction.

       

      The
        headings of sections in this Agreement are for convenience of reference only
        and
        are not intended to qualify the meaning of any section. Any reference to
        a
        section number shall refer to a section of this Agreement, unless otherwise
        stated.

       

      Section
        25. Entire
        Agreement; Modifications.

       

      This
        instrument contains the entire agreement of the parties relating to the subject
        matter hereof, and supersedes in its entirety any and all prior agreements,
        understandings or representations relating to the subject matter hereof.
        No
        modifications of this Agreement shall be valid unless made in writing and
        signed
        by the parties hereto.

       

      Section
        26. Survival.

       

      The
        provisions of sections 6, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19, 20, 27 and
        28
        shall survive the expiration of the Employment Period or termination of this
        Agreement.

       

      Section
        27. Equitable
        Remedies.

       

      The
        Holding Company and Mr. Chalstrom hereby stipulate that money damages are
        an
        inadequate remedy for violations of sections 6(a), 13, 14 or 15 of this
        Agreement and agree that equitable remedies, including, without limitations,
        the
        remedies of specific performance and injunctive relief, shall be available
        with
        respect to the enforcement of such provisions.

       

      Section
        28. Required
        Regulatory Provisions.

       

      The
        following provisions are included for the purposes of complying with various
        laws, rules and regulations applicable to the Bank:

       

      (a) Notwithstanding
        anything herein contained to the contrary, in no event shall the aggregate
        amount of compensation payable to Mr. Chalstrom under section 9(b) hereof
        (exclusive of amounts described in section 9(b)(i), (viii) and (ix)) exceed
        the
        value of three times Mr. Chalstrom’s average annual total compensation for the
        last five consecutive calendar years to end prior to his termination of
        employment with the Bank (or for his entire period of employment with the
        Bank
        if less than five calendar years).

       

      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

        

      

       

      (b) Notwithstanding
        anything herein contained to the contrary, any payments to Mr. Chalstrom
        by the
        Bank, whether pursuant to this Agreement or otherwise, are subject to and
        conditioned upon their compliance with section 18(k) of the Federal Deposit
        Insurance Act (“FDI Act”), 12 U.S.C. ss.1828(k), and Federal Deposit Insurance
        Corporation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification
        Payments.

       

      (c) Notwithstanding
        anything herein contained to the contrary, if Mr. Chalstrom is suspended
        and/or
        temporarily prohibited from participating in the conduct of the affairs of
        the
        Bank pursuant to a notice served under section 8(e)(3) or 8(g)(1) of the
        FDI Act
        (12 U.S.C. ss.1818(e)(3) or 1818(g)(1)), the Bank’s obligations under this
        Agreement shall be suspended as of the date of service of such notice, unless
        stayed by appropriate proceedings. If the charges in such notice are dismissed,
        the Bank, in its discretion, may (i) pay to Mr. Chalstrom all or part of
        the
        compensation withheld while the Bank’s obligations hereunder were suspended and
        (ii) reinstate, in whole or in part, any of the obligations which were
        suspended.

       

      (d) Notwithstanding
        anything herein contained to the contrary, if Mr. Chalstrom is removed and/or
        permanently prohibited from participating in the conduct of the Bank’s affairs
        by an order issued under section 8(e)(4) or 8(g)(1) of the FDI Act (12 U.S.C.
        ss.1818(e)(4) or (g)(1)), all obligations of the Bank under this Agreement
        shall
        terminate as of the effective date of the order, but vested rights of the
        Bank
        and Mr. Chalstrom shall not be affected.

       

      (e) Notwithstanding
        anything herein contained to the contrary, if the Bank is in default (as
        defined
        in section 3(x)(1) of the FDI Act, all obligations under this Agreement shall
        terminate as of the date of default, but vested rights of the Bank and Mr.
        Chalstrom shall not be affected.

       

      (f) Notwithstanding
        anything herein contained to the contrary, all obligations under this Agreement
        shall be terminated, except to the extent determined that continuation of
        this
        Agreement is necessary for the continued operation of the Bank: (i) by the
        Director of the Office of Thrift Supervision (“OTS”) or his designee at the time
        the Federal Deposit Insurance Corporation enters into an agreement to provide
        assistance to or on behalf of the Bank under the authority contained in section
        13(c) of the FDI Act; (ii) by the Director of the OTS or his designee at
        the
        time such Director or designee approves a supervisory merger to resolve problems
        related to the operation of the Bank or when the Bank is determined by such
        Director to be in an unsafe or unsound condition. The vested rights of the
        parties shall not be affected by such action.

      


      If
        and to
        the extent that any of the foregoing provisions is not, or shall cease to
        be,
        required by applicable law, rule or regulation, the same shall become
        inoperative in the case of the Bank as though eliminated by formal amendment
        of
        this Agreement.

       

      
        
          
          

        

        
          -
            15
            -

          
            

          

        

        
          
          

        

      

       

      Section
        29. Section
        409A of the Internal Revenue Code.

       

      Mr.
        Chalstrom and the Bank acknowledge that each of the payments and benefits
        promised to Mr. Chalstrom under this Agreement must either comply with the
        requirements of Section 409A of the Internal Revenue Code ("Section 409A")
        and
        the regulations thereunder or qualify for an exception from compliance. To
        that
        end, Mr. Chalstrom and the Bank agree that (a) the payment described in Section
        9(b)(i) is intended to be exempt from Section 409A pursuant to Treasury
        Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s
        customary payment timing arrangement; and (b) the welfare benefits provided
        in
        kind under section 9 (b)(iii) 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. Chalstrom’s termination of employment to the date
        of actual payment) to and paid on the later of the earliest date on which
        Mr.
        Chalstrom experiences a separation from service (within the meaning of Treasury
        Regulation Section 1.409A-1(h)) and, if Mr. Chalstrom 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.
        Chalstrom’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. Chalstrom
        the present value of the payments due under this Agreement.

       

      In
        Witness Whereof,
        the
        Bank has caused this Agreement to be executed and Mr. Chalstrom has hereunto
        set
        his hand, all as of the day and year first above written.

       

      
        	
                /s/
                  C. Thomas Chalstrom

              
	
                C.
                  Thomas Chalstrom

              


      

       

      
        	
                ATTEST:

              	
                First
                  Federal Savings Bank of Iowa

              
	 	 
	
                By:

              	
                /s/
                  Anita L. Cramer

              	 	
                By:

              	
                /s/
                  David M. Bradley

              
	 	
                Secretary

              	 	 	
                Name: David
                  M. Bradley

              
	 	 	
                Title:
                  President and CEO

              


      

      [Seal]

       

      
        
          
          

        

        
          -
            16
            -

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  STATE
                    OF IOWA

                	
                  )

                
	 	
                  :
                    ss.:

                
	
                  COUNTY
                    OF WEBSTER

                	
                  )

                


        

      

      


      On
        this
        _______ day of ______________, 2007, before me personally came C. Thomas
        Chalstrom, 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 the address set forth in said instrument, and that he signed his
        name
        to the foregoing instrument.

       

      
        
          	 
	
                  Notary
                    Public

                


        

      

       

      
        
          	
                  STATE
                    OF IOWA 

                	
                  )

                
	 	
                  :
                    ss.:

                
	
                  COUNTY
                    OF WEBSTER

                	
                  )

                


        

         

      

      On
        this
        _______ day of _______________, 2007, 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

                  


          

           

          
            
              
              

            

            
              -
                17
                -