First
      Federal Savings Bank of Iowa

     

    Employment
      Agreement

     

    This
      Employment
      Agreement
      (“Agreement”) is 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
      David M. Bradley, an individual residing at 13321 Douglas Parkway, Urbandale,
      Iowa 50323 (“Mr. Bradley”).

     

    W
      i t n e s s e t h:

     

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

     

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

     

    Whereas,
      effective as of the date of this Agreement, the Holding Company has converted
      from a federally chartered mutual holding company to a publicly held Iowa
      corporation; and

     

    Whereas,
      the
      Bank desires to assure for itself the continued availability of Mr. Bradley’s
      services and the ability of Mr. Bradley to perform such services with a minimum
      of personal distraction in the event of a pending or threatened Change of
      Control (as hereinafter defined); and

     

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

     

    Whereas,
      Mr.
      Bradley and the Bank are parties to an Employment Agreement made and entered
      into as of March 20, 1996 (“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. Bradley hereby agree as
      follows:

     

    Section
      1. Employment.

     

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

     

    
      
        
        

      

      
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    Section
      2. Employment
      Period: Remaining Unexpired Employment Period.

     

    (a) 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. Bradley’s performance of services hereunder and may, in the
      absence of objection from Mr. Bradley, 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.

     

    (b) 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.

     

    (c) Nothing
      in this Agreement shall be deemed to prohibit the Bank at any time from
      terminating Mr. Bradley’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. Bradley in the event
      of
      any such termination shall be determined under this Agreement.

     

    Section
      3. Duties.

     

    Mr.
      Bradley shall serve as President and Chief Executive 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. Bradley 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. Bradley 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. Bradley’s annual rate of salary and may, in
      its discretion, approve an increase therein. In addition to salary, Mr. Bradley
      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. Bradley 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. Bradley 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.
      Bradley 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 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. Bradley 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.

     

    Section
      7. Outside
      Activities.

     

    Mr.
      Bradley 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. Bradley 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. Bradley may also serve as an officer
      or
      director of the Holding Company on 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. Bradley’s performance of his duties hereunder or
      otherwise to result in a material breach of this Agreement.

     

    
      
        
        

      

      
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    Section
      8. Working
      Facilities and Expenses.

     

    Mr.
      Bradley’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. Bradley may mutually agree upon.
      The Bank shall provide Mr. Bradley 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 Bradley 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. Bradley 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. Bradley 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.

     

    Section
      9. Termination
      of Employment with Severance Benefits.

     

    (a) Mr.
      Bradley 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.
      Bradley’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. Bradley
      to the office of President and Chief Executive Officer (or a more senior office)
      of the Bank;

     

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

     

    (C) the
      expiration of a thirty (30) day period following the date on which Mr. Bradley
      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. Bradley 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. Bradley,
      in his discretion to be satisfactory; or

     

    (D) the
      expiration of a thirty (30) day period following the date on which Mr. Bradley
      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. Bradley’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. Bradley 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

     

    
      
        
        

      

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

     

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

     

    (b) Upon
      the
      termination of Mr. Bradley’s employment with the Bank under circumstances
      described in section 9(a) of this Agreement, the Bank shall pay and provide
      to
      Mr. Bradley (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. Bradley, 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. Bradley’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. Bradley
      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. Bradley’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;

     

    
      
        
        

      

      
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    (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);

     

    (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. Bradley'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. Bradley 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. Bradley
      under such incentive compensation plan; multiplied by

     

    (B) the
      salary that would have been paid to Mr. Bradley 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. Bradley’s termination of employment with
      the Bank;

     

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

     

    (viii) Mr.
      Bradley 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.
      Bradley 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. Bradley hereby stipulate that the damages which may be incurred by
      Mr.
      Bradley 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. Bradley’s efforts, if any, to mitigate
      damages. The Bank and Mr. Bradley 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. Bradley’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.

     

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

     

    (a) the
      discharge of Mr. Bradley 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. Bradley 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. Bradley and a reasonable opportunity for Mr. Bradley 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. Bradley for cause; or

     

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

     

    (c) Mr.
      Bradley’s death; or

     

    (d) a
      determination that Mr. Bradley 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. Bradley (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:

     

    (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

     

    
      
        
        

      

      
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    (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;

     

    (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 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. Bradley 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. Bradley 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. Bradley 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 materially
      adverse;

     

    (iii) resignation,
      voluntary or otherwise, by Mr. Bradley at any time during the Employment Period
      following the failure of any successor to the Bank in the Change of Control
      to
      include Mr. Bradley in any compensation or benefit program maintained by it
      or
      covering any of its executive officers, unless Mr. Bradley 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. Bradley (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. Bradley 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. Bradley) for the period of five
      taxable years ending immediately prior to his termination of employment (or
      for
      such shorter period during which Mr. Bradley 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. Bradley under this Agreement would, in the
      absence of this section 12(b), cause Mr. Bradley to be subject to the excise
      tax
      imposed under section 4999 of the Code and (ii) the limitation of Mr. Bradley'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.
      Bradley under this Agreement shall be limited, in such manner as Mr. Bradley,
      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.
      Bradley 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. Bradley’s termination of
      employment; provided,
      however,
      that
      this section 13 shall not apply if Mr. Bradley’s employment is terminated for
      the reasons set forth in section 9(a) or section 11(b); and provided, further,
      that if Mr. Bradley’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. Bradley 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. Bradley 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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    Section
      14. Confidentiality.

     

    Unless
      he
      obtains the prior written consent of the Bank, Mr. Bradley 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. Bradley, 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.
      Bradley 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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    (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.
      Bradley 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. Bradley’s employment during the term of this Agreement or
      thereafter, whether by the Bank or by Mr. Bradley, 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. Bradley, 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. Bradley 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.
      Bradley:

     

    Mr.
      David
      M. Bradley 

    [         ]

    [         ]

     

    
      
        
        

      

      
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    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. Bradley 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. Bradley 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. Bradley’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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    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. Bradley 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. Bradley under section 9(b) hereof
      (exclusive of amounts described in section 9(b)(i), (viii) and (ix)) exceed
      the
      value of three times Mr. Bradley’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).

     

    
      
        
        

      

      
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    (b) Notwithstanding
      anything herein contained to the contrary, any payments to Mr. Bradley 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. §1828(k), and any regulations promulgated
      thereunder.

     

    (c) Notwithstanding
      anything herein contained to the contrary, if Mr. Bradley is suspended from
      office 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. §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. Bradley 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. Bradley 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.
      §1818(e)(4) or (g)(1), all prospective obligations of the Bank under this
      Agreement shall terminate as of the effective date of the order, but vested
      rights and obligations of the Bank and Mr. Bradley shall not be
      affected.

     

    (e) Notwithstanding
      anything herein contained to the contrary, if the Bank is in default (within
      the
      meaning of section 3(x)(1) of the FDI Act, 12 U.S.C. §1813(x)(1), all
      prospective obligations of the Bank under this Agreement shall terminate as
      of
      the date of default, but vested rights and obligations of the Bank and Mr.
      Bradley shall not be affected.

     

    (f) Notwithstanding
      anything herein contained to the contrary, all prospective obligations of the
      Bank hereunder shall be terminated, except to the extent that a 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 or the
      Federal Deposit Insurance Corporation (“FDIC”), at the time the FDIC 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, 12 U.S.C: §1823(c); (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 and obligations of the parties shall not
      be
      affected.

     

    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.

     

    
      
        
        

      

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

     

    Mr.
      Bradley and the Bank acknowledge that each of the payments and benefits promised
      to Mr. Bradley 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. Bradley
      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. Bradley’s termination of
      employment to the date of actual payment) to and paid on the later of the
      earliest date on which Mr. Bradley experiences a separation from service (within
      the meaning of Treasury Regulation Section 1.409A-1(h)) and, if Mr. Bradley
      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. Bradley’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. Bradley the present value of the payments due under this
      Agreement.

     

    
      
        
        

      

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

     

    
      	/s/
              David M. Bradley
	David
              M. Bradley


    

     

    
      	
              ATTEST:

            	 	First
              Federal Savings Bank of Iowa
	 	 	 	 
	 	 	 	 
	
              By:
                

            	/s/
              Anita L. Cramer	 	By:	
              /s/
                C. Thomas Chalstrom

            
	
              Secretary

            	 	 	
              Name: C.
                Thomas Chalstrom

              Title:
                President 

            
	
              [Seal]

            	 	 	 


    

    


    
      
        
        

      

      
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    STATE
      OF
      IOWA           
 )

    :
      ss.:


    COUNTY
      OF
      WEBSTER )

     

    On
      this
      __________ day of __________________, before me personally came David M.
      Bradley, 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 _________________________, 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

            


    

     

    
      
        
        

      

      
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