North
        Central Bancshares, Inc.

       

      Employment
        Agreement

       

      This
        Employment
        Agreement
        ("Agreement") made and entered into as of July 27, 2007 by and between
North
        Central Bancshares, Inc.,
        a
        publicly held business corporation organized and operating under the laws
        of the
        State of Iowa and having an office at 825 Central Avenue, Fort Dodge, Iowa
        50501
        ("Holding Company") and Kyle C. Cook, an individual residing at 1209 N.W.
        Boulder Brook Drive, Ankeny, Iowa 50023 ("Mr. Cook").

       

      W
        i t n e s s e t h :

       

      Whereas,
        Mr.
        Cook, effective June 11, 2007, currently serves First Federal Savings Bank
        of
        Iowa ("Bank") in the capacity of Chief Financial Officer; and

       

      Whereas,
        the
        Bank is a wholly owned subsidiary of the Holding Company; and

       

      Whereas,
        the
        Holding Company desires to employ Mr. Cook in the capacity of Chief Financial
        Officer and desires to assure for itself the services of Mr. Cook for the
        period
        provided in this Agreement; and

       

      Whereas,
        Mr.
        Cook is willing to continue to serve the Holding Company on the terms and
        conditions hereinafter set forth;

       

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

       

      Section
        1. Employment.

       

      The
        Holding Company agrees to continue to employ Mr. Cook, and Mr. Cook 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.

       

      (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 (and ending on the third anniversary date of this
        Agreement plus such extensions, if any, as are provided by the Board of
        Directors of the Holding Company (“Board”) pursuant to section
        2(b).)

       

      (b) Beginning
        on the date of this Agreement, the Employment Period shall automatically
        be
        extended for one (1) additional day each day, unless either the Holding Company
        or Mr. Cook elects not to extend the Agreement further by giving written
        notice
        to the other party in which case the Employment Period shall end on the third
        anniversary of the date on which such written notice is given. 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: (i) if a
        notice
        of non-extension has been given in accordance with this section 2(b), the
        third
        anniversary of the date on which such notice is given; and (ii) in all other
        cases, the third anniversary of the date as of which the Remaining Unexpired
        Employment Period is being determined. Upon termination of Mr. Cook's employment
        with the Holding Company for any reason whatsoever, any daily extensions
        provided pursuant to this section 2(b), if not therefore discontinued, shall
        automatically cease.

       

      
        
          
          

        

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

       

      Section
        3. Duties.

       

      Mr.
        Cook
        shall serve as Chief Financial Officer of the Holding Company, having such
        power, authority and responsibility and performing such duties as are prescribed
        by or under the By-Laws of the Holding Company and as are customarily associated
        with such position. Mr. Cook 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
        Holding Company and shall use his best efforts to advance the interests of
        the
        Holding Company.

       

      Section
        4. Cash
        Compensation.

       

      In
        consideration for the services to be rendered by Mr. Cook hereunder, the
        Holding
        Company 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 Holding Company's customary payroll practices for senior officers. At
        least
        annually during the Employment Period, the Board shall review Mr. Cook's
        annual
        rate of salary and may, in its discretion, approve an increase therein. In
        addition to salary, Mr. Cook may receive other cash compensation from the
        Holding Company for services hereunder at such times, in such amounts and
        on
        such terms and conditions as the Board may determine from time to time. In
        the
        event that Mr. Cook receives a salary from the Bank in addition to or in
        lieu of
        a salary from the Holding Company, any reference herein to salary shall be
        a
        reference to the aggregate of the salaries paid or payable by the Bank and
        the
        Holding Company.

       

      Section
        5. Employee
        Benefit Plans and Programs.

       

      During
        the Employment Period, Mr. Cook shall be treated as an employee of the Holding
        Company 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 Holding Company, in accordance
        with
        the terms and conditions of such employee benefit plans and programs and
        compensation plans and programs and consistent with the Holding Company's
        customary practices.

       

      
        
          
          

        

        
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      Section
        6. Indemnification
        and Insurance.

       

      (a) 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 Holding Company shall cause Mr. Cook 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 Holding
        Company or service in other capacities at the request of the Holding Company.
        The coverage provided to Mr. Cook 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 Holding Company.

       

      (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 Holding
        Company shall indemnify, and shall cause its subsidiaries and affiliates
        to
        indemnify Mr. Cook 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 Holding Company 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.
        Cook
        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. Cook 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 Holding Company and generally
        applicable to all similarly situated executives. Mr. Cook may also serve
        as an
        officer or director of the Bank on such terms and conditions as the Holding
        Company and the Bank may mutually agree upon, and such service shall not
        be
        deemed to materially interfere with Mr. Cook's performance of his duties
        hereunder or otherwise result in a material breach of this
        Agreement.

       

      
        
          
          

        

        
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      Section
        8. Working
        Facilities and Expenses.

       

      Mr.
        Cook's principal place of employment shall be at the Bank’s office at 120 S.
        68th
        St.,
        West Des Moines, Iowa 50266, or at such other location as the Holding Company
        and Mr. Cook may mutually agree upon. The Holding Company shall provide Mr.
        Cook
        at his principal place of employment with a private office, secretarial
        services, and other support services and facilities suitable to his position
        with the Holding Company and necessary or appropriate in connection with
        the
        performance of his assigned duties under this Agreement. The Holding Company
        shall reimburse Mr. Cook for his ordinary and necessary business expenses,
        including, without limitation, mileage reimbursement at the official current
        IRS
        mileage reimbursement rate for business use of his personal automobile, fees
        for
        memberships in such clubs and organizations as Mr. Cook and the Holding Company
        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 Holding Company of an itemized account of such expenses in such form
        as
        the Holding Company may reasonably require.

       

      Section
        9. Termination
        of Employment with Severance Benefits

       

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

       

      (i) Mr.
        Cook's voluntary resignation from employment with the Holding Company within
        ninety (90) days following:

       

      (A) the
        failure of the Board to appoint or re-appoint or elect or re-elect Mr. Cook
        to
        the office of Chief Financial Officer (or a more senior office) of the Holding
        Company;

       

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

       

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

       

      (D) the
        expiration of a thirty (30) day period following the date on which Mr. Cook
        gives written notice to the Holding Company of its material breach of any
        term,
        condition or covenant contained in this Agreement (including, without limitation
        any reduction of Mr. Cook'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. Cook 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 Holding
        Company fully cures such failure; or

       

      
        
          
          

        

        
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      (ii) the
        termination of Mr. Cook's employment with the Holding Company for any other
        reason not described in section 10(a). 

       

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

       

      (b) Upon
        the
        termination of Mr. Cook's employment with the Holding Company under
        circumstances described in section 9(a) of this Agreement, the Holding Company
        shall pay and provide to Mr. Cook (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 Holding Company, such payment to be made at the time
        and in
        the manner prescribed by law applicable to the payment of wages;

       

      (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 Holding Company'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. Cook, 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 Holding Company 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. Cook's termination of employment
        with
        the Holding Company;

       

      (iv) thirty
        (30) days following his termination of employment with the Holding Company,
        a
        lump sum payment, in an amount equal to the present value of the salary that
        Mr.
        Cook would have earned if he had continued working for the Holding Company
        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. Cook's termination of employment with the Holding Company, 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 Holding Company'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 Holding Company,
        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) within
        thirty (30) days following his termination of employment with the Holding
        Company, 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 Holding Company, if he were 100% vested
        thereunder and had continued working for the Holding Company 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.
        Cook's termination of employment with the Holding Company, 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. Cook under any cash bonus or long-term
        or short-term cash incentive compensation plan maintained by, or covering
        employees of, the Holding Company if he had continued working for the Holding
        Company 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. Cook
        under
        such incentive compensation plan; multiplied by

       

      (B) the
        salary that would have been paid to Mr. Cook 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. Cook's termination of employment with the Holding
        Company;

       

      
        
          
          

        

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

       

      (viii)
        Mr. Cook 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 Holding Company, even if he is not vested under
        such
        plan or program;

       

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

       

      The
        Holding Company and Mr. Cook hereby stipulate that the damages which may
        be
        incurred by Mr. Cook 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. Cook's efforts, if any,
        to
        mitigate damages. The Holding Company and Mr. Cook further agree that the
        Holding Company 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. Cook's resignation
        from
        any and all positions which he holds as an officer, director or committee
        member
        with respect to the Holding Company, the Bank or any subsidiary or affiliate
        of
        either of them; provided that the Holding Company requests such resignations
        in
        writing not later than twenty (20) days after termination of
        employment.

       

      Section
        10. Termination
        without Additional Holding Company Liability.

       

      (a) In
        the
        event that Mr. Cook's employment with the Holding Company shall terminate
        during
        the Employment Period on account of:

       

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

       

      
        
          
          

        

        
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      (ii) Mr.
        Cook'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.
        Cook's death; or

       

      (iv) a
        determination that Mr. Cook 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
        Holding Company shall have no further obligations under this Agreement, other
        than the payment to Mr. Cook (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
        Holding Company.

       

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

       

      (a) A
        Change
        of Control of the Holding Company ("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 Holding Company of a transaction that would result
        in
        the reorganization, merger or consolidation of the Holding Company 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 Holding Company;
        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 Holding Company;

       

      (ii) the
        acquisition of all or substantially all of the assets of the Holding Company
        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 Holding
        Company 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
        Holding
        Company of any transaction which would result in such an acquisition;
        or

       

      
        
          
          

        

        
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      (iii) a
        complete liquidation or dissolution of the Holding Company, or approval by
        the
        stockholders of the Holding Company 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 Holding Company do not belong
        to
        any of the following groups:

       

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

       

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

       

      (I) upon
        election to serve as a member of the Board of the Holding Company 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 Holding Company to serve as a member
        of the
        Board of the Holding Company, but only if nominated for election by affirmative
        vote of three-quarters of the members of the Board of the Holding Company,
        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 Holding Company; or

       

      (v) any
        event
        which would be described in section 11(a)(i), (ii), (iii) or (iv) if the
        term
        "Bank" were substituted for the term "Holding Company" 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 Holding Company, the Bank,
        or
        any affiliate or subsidiary of either of them, by the Holding Company, the
        Bank,
        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.

       

      
        
          
          

        

        
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      (b) In
        the
        event of a Change of Control, Mr. Cook shall be entitled to the payments
        and
        benefits contemplated by section 9(b) in the event of his termination employment
        with the Holding Company 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. Cook 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. Cook 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. Cook at any time during the Employment Period
        following the failure of any successor to the Holding Company in the Change
        of
        Control to include Mr. Cook in any compensation or benefit program maintained
        by
        it or covering any of its executive officers, unless Mr. Cook is already
        covered
        by a substantially similar plan of the Holding Company which is at least
        as
        favorable to him; or

       

      (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.

       

      Notwithstanding
        anything in this Agreement to the contrary, if (a) the making of payments
        and
        the provision of benefits to Mr. Cook under this Agreement would cause Mr.
        Cook
        to be subject to the excise tax imposed under section 4999 of the Code and
        (b)
        the limitation of Mr. Cook's payments and benefits to the maximum amount
        permitted without the imposition of the excise tax imposed under section
        4999 of
        the Code 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. Cook under this Agreement shall be limited, in such
        manner
        as Mr. Cook, 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.

       

      
        
          
          

        

        
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      Section
        13. Covenant
        Not to Compete.

       

      Mr.
        Cook
        hereby covenants and agrees that, in the event of his termination of employment
        with the Holding Company 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 Holding Company (or, if less, for the Remaining Unexpired Employment
        Period), he shall not, without the written consent of the Holding Company,
        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.
        Cook's termination of employment; provided,
        however,
        that
        this section 13 shall not apply if Mr. Cook's employment is terminated for
        the
        reasons set forth in section 9(a) or section 11(b); and provided, further,
        that
        if Mr. Cook'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. Cook 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 Holding Company on substantially the same terms and conditions
        and (b) the Holding Company declines to accept such offer within ten (10)
        days
        after such notice is given. If Mr. Cook resigns voluntarily with advance
        written
        notice, any period of employment with the Holding Company after giving notice
        and before the effective date of his termination of employment shall count
        as a
        part of the non-compete period.

       

      Section
        14. Confidentiality.

       

      Unless
        he
        obtains the prior written consent of the Holding Company, Mr. Cook shall
        keep
        confidential and shall refrain from using for the benefit of himself, or
        any
        person or entity other than the Holding Company or any entity which is a
        subsidiary of the Holding Company or of which the Holding Company is a
        subsidiary, any material document or information obtained from the Holding
        Company, 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. Cook, with or without the Holding
        Company'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.
        Cook
        hereby covenants and agrees that, for a period of one (1) year following
        his
        termination of employment with the Holding Company, he shall not, without
        the
        written consent of the Holding Company, 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 Holding Company, the Bank 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;

       

      
        
          
          

        

        
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      (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 Holding Company, the Bank, 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

       

      (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 Holding Company to terminate
        an existing business or commercial relationship with the Holding Company.
        

       

      If
        Mr.
        Cook resigns voluntarily with advance written notice, any period of employment
        with the Holding Company 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. Cook's employment during the term of this Agreement or
        thereafter, whether by the Holding Company or by Mr. Cook, shall have no
        effect
        on the rights and obligations of the parties hereto under the Holding Company'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 Holding Company
        from time to time.

       

      Section
        17. Successors
        and Assigns.

       

      This
        Agreement will inure to the benefit of and be binding upon Mr. Cook, his
        legal
        representatives and testate or intestate distributees, and the Holding Company
        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 Holding Company may be
        sold
        or otherwise transferred. Failure of the Holding Company to obtain from any
        successor its express written assumption of the Holding Company'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. Cook to the Holding
        Company.

       

      
        
          
          

        

        
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      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.
          Cook:

         

        Mr.
          Kyle
          C. Cook

        
          [         ]

          [         ]



        If
          to the
          Holding Company:

        


        North
          Central Bancshares, Inc. 

        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 Holding
        Company
        shall indemnify, hold harmless and defend Mr. Cook 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.
        Cook 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 Holding Company's obligations hereunder shall be conclusive evidence
        of Mr.
        Cook'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.

       

      
        
          
          

        

        
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      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.

       

      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.

       

      
        
          
          

        

        
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      Section
        26. Guarantee.

       

      The
        Holding Company hereby guarantees the payment by the Bank of any benefits
        and
        compensation to which Mr. Cook is or may be entitled to under the terms and
        conditions of the employment agreement dated as of the 27th day of
        July, 2007 between the Bank and Mr. Cook, a copy of which is attached hereto
        as
        Exhibit A ("Bank Agreement").

       

      Section
        27. Non-duplication.

       

      In
        the
        event that Mr. Cook shall perform services for the Bank or any other direct
        or
        indirect subsidiary of the Holding Company, any compensation or benefits
        provided to Mr. Cook by such other employer shall be applied to offset the
        obligations of the Holding Company hereunder, it being intended that this
        Agreement set forth the aggregate compensation and benefits payable to Mr.
        Cook
        for all services to the Holding Company and all of its direct or indirect
        subsidiaries.

       

      Section
        28. Survival.

       

      The
        provisions of sections 6, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19, 20, 26,
        29 and
        30 shall survive the expiration of the Employment Period or termination of
        this
        Agreement.

       

      Section
        29. Equitable
        Remedies.

       

      The
        Holding Company and Mr. Cook 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
        30. Required
        Regulatory Provisions.

       

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

       

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

       

      (b) Notwithstanding
        anything herein contained to the contrary, any payments to Mr. Cook by the
        Holding Company, 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 Federal Deposit Insurance
        Corporation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification
        Payments.

       

      
        
          
          

        

        
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      (c) Notwithstanding
        anything herein contained to the contrary, if Mr. Cook is suspended and/or
        temporarily prohibited from participating in the conduct of the affairs of
        the
        Holding Company 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 Holding Company'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 Holding Company, in its discretion, may (i) pay
        to Mr.
        Cook all or part of the compensation withheld while the Holding Company'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. Cook is removed and/or
        permanently prohibited from participating in the conduct of the Holding
        Company'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 obligations of the Holding Company
        under this Agreement shall terminate as of the effective date of the order,
        but
        vested rights of the Holding Company and Mr. Cook shall not be
        affected.

       

      (e) Notwithstanding
        anything herein contained to the contrary, if the Holding Company 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
        Holding Company and Mr. Cook 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 Holding Company:
        (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 Holding Company under the authority
        contained in section 13(c) of the FDI Act; or (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 Holding Company or when
        the
        Holding Company 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 Holding Company as though eliminated by formal amendment of this
        Agreement.

       

      
        
          
          

        

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

       

      Mr.
        Cook
        and the
        Holding Company acknowledge that each of the payments and benefits promised
        to
        Mr. Cook
        under
        this Agreement must either comply with the requirements of Section 409A of
        the
        Code ("Section 409A") and the regulations thereunder or qualify for an exception
        from compliance. To that end, Mr. Cook
        and the
        Holding Company 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 Holding Company’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. Cook’s
        termination of employment to the date of actual payment) to and paid on the
        later of the earliest date on which Mr. Cook
        experiences a separation from service (within the meaning of Treasury Regulation
        Section 1.409A-1(h)) and, if Mr. Cook
        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. Cook’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 Holding Company may deem necessary or appropriate to effect such compliance;
        provided that any such amendment shall preserve for Mr. Cook
        the
        present value of the payments due under this Agreement.

      


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

      


      
        	/s/
                Kyle C. Cook	 
	Kyle
                C. Cook	 


      

       

      
        	
                ATTEST:

              	 	
                North
                  Central Bancshares, Inc.

              
	 	 	 	 
	
                By:  

              	
                /s/
                  Anita L. Cramer

              	 	
                By:  

              	
                /s/
                  David M. Bradley

              
	
                Secretary

              	 	
                 

              	Name: David
                M. Bradley
	 	 	 	
                 

              	Title:
                President and CEO
	
                [Seal]

              	 	 	 


      

      


      
        
          
          

        

        
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      STATE
        OF
        IOWA         
    )

                  :
        ss.:

      COUNTY
        OF
        POLK          )

      


      On
        this
        __________ day of ___________, 2007, before me personally came Kyle C. Cook,
        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
        POLK          )

      


      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 North
        Central Bancshares, Inc.,
        the
        Iowa corporation described in and which executed the foregoing instrument;
        that
        he knows the seal of said corporation; that the seal affixed to said instrument
        is such seal; that it was so affixed by order of the Board of Directors of
        said
        corporation; and that he signed his name thereto by like order.

       

      
        	 
	
                Notary
                  Public

              


      

       

      
        
          
          

        

        
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