First
      Federal Savings Bank of Iowa

     

    Employment
      Agreement

     

    This
      Employment
      Agreement
      ("Agreement") made and entered into as of July 27, 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
      Kyle 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 the Bank in the capacity of
      Chief Financial Officer; and

     

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

     

    Whereas,
      the
      Bank desires to employ Mr. 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 serve the Bank 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 Bank and Mr. Cook hereby agree as
      follows:

     

    Section
      1. Employment.

     

    The
      Bank
      agrees to employ Mr. Cook, and Mr. Cook hereby agrees to such 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. 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. Cook's performance of services hereunder and may, in the
      absence of objection from Mr. Cook, 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. 

     

    
      
        
        

      

      
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    (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. Cook'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. 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 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.
      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 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. Cook 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. 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 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. Cook 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. 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 Bank or service in other capacities
      at
      the request of the Bank. 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 Bank.


     

    (b) To
      the
      maximum extent permitted under applicable law, during the Employment Period
      and
      until the expiration of the time provided by law for the commencement of any
      judicial or administrative proceeding on the basis of such service, the Bank
      shall indemnify, and shall cause its subsidiaries and affiliates to indemnify
      Mr. 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 Bank
      or any subsidiary or affiliate thereof. This section 6(b) shall not be
      applicable where section 19 is applicable. [No indemnification shall be paid
      that would violate 12 U.S.C. 1828(k) or any regulations promulgated thereunder,
      or 12 C.F.R. 545.121.]

     

    Section
      7. Outside
      Activities.

     

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

     

    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 Bank and Mr.
      Cook
      may mutually agree upon. The Bank shall provide Mr. Cook at his principal place
      of employment with a private office 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 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 including
      travel to the Bank’s other offices, fees for memberships in such organizations
      as Mr. Cook and the Bank shall mutually agree are necessary and appropriate
      for
      business purposes, and his travel and entertainment expenses incurred in
      connection with the performance of his duties under this Agreement, in each
      case
      upon presentation to the Bank of an itemized account of such expenses in such
      form as the Bank may reasonably require.

     

    
      
        
        

      

      
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    Section
      9. Termination
      of Employment with Severance Benefits.

     

    (a) Mr.
      Cook
      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.
      Cook'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. Cook
      to
      the office of Chief Financial Officer (or a more senior office) of the
      Bank;

     

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

     

    (C) the
      expiration of a thirty (30) day period following the date on which Mr. Cook
      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. 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 Bank
      fully cures such failure; or

     

    (ii) the
      termination of Mr. Cook'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. Cook the amounts
      described in section 9(b).

     

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

     

    
      
        
        

      

      
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    (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;

     

    (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. 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 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. Cook'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. Cook
      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. Cook's termination
      of employment with the Bank, where such present value is to be determined using
      a discount rate equal to the applicable short-term federal rate prescribed
      under
      section 1274(d) of the Internal Revenue Code of 1986 ("Code") (the “Short Term
      AFR”), compounded using the compounding period corresponding to the Bank's
      regular payroll periods for its officers, such lump sum to be paid in lieu
      of
      all other payments of salary provided for under this Agreement in respect of
      the
      period following any such termination;

     

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

     

    
      
        
        

      

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

     

    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 Bank, 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 Bank, even if he is not vested
      under such plan.

     

    
      
        
        

      

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

     

    Section
      10. Termination
      without Additional Bank Liability.

     

    (a) In
      the
      event that Mr. Cook's employment with the Bank 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

     

    (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
      Bank 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
      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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    In
      no
      event, however, shall a Change of Control be deemed to have occurred as a result
      of any acquisition of securities or assets of the Bank, the Holding Company,
      or
      any affiliate or subsidiary of either of them, by the Bank, the Holding Company,
      or any affiliate or subsidiary of either of them, or by any employee benefit
      plan maintained by any of them. For purposes of this section 11(a), the term
      "person" shall have the meaning assigned to it under sections 13(d)(3) or
      14(d)(2) of the Exchange Act.

     

    (b) In
      the
      event of a Change of Control, Mr. Cook 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. 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;

     

    
      
        
        

      

      
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    (iii) resignation,
      voluntary or otherwise, by Mr. Cook at any time during the Employment Period
      following the failure of any successor to the Bank 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 Bank 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.

     

    (a) Notwithstanding
      anything in this Agreement to the contrary, in the event that the payments
      provided to Mr. Cook (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. Cook 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. Cook) for the period of five taxable
      years ending immediately prior to his termination of employment (or for such
      shorter period during which Mr. Cook 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. Cook under this Agreement would, in the absence
      of this section 12(b), cause Mr. Cook to be subject to the excise tax imposed
      under section 4999 of the Code and (ii) the limitation of Mr. Cook'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. 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.

     

    Section
      13. Covenant
      Not to Compete.

     

    Mr.
      Cook
      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. 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 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.
      Cook 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. Cook 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. Cook, 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.
      Cook
      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;

     

    
      
        
        

      

      
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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 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

     

    (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.
      Cook 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. Cook's employment during the term of this Agreement or
      thereafter, whether by the Bank or by Mr. Cook, 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. Cook, 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. Cook to the Bank.

     

    
      
        
        

      

      
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          12
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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
      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. 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 Bank'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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          13
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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. 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. 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
      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. 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 Bank (or for his entire period of employment with the Bank if less than
      five
      calendar years).

     

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

     

    (c) Notwithstanding
      anything herein contained to the contrary, if Mr. Cook is suspended and/or
      temporarily prohibited from participating in the conduct of the affairs of
      the
      Bank pursuant to a notice served under section 8(e)(3) or 8(g)(1) of the FDI
      Act
      (12 U.S.C. §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. Cook 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. Cook 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 obligations of the Bank under this Agreement shall
      terminate as of the effective date of the order, but vested rights of the Bank
      and Mr. Cook shall not be affected.

     

    
      
        
        

      

      
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          15
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    (e) Notwithstanding
      anything herein contained to the contrary, if the Bank is in default (as defined
      in section 3(x)(1) of the FDI Act, all obligations under this Agreement shall
      terminate as of the date of default, but vested rights of the Bank and Mr.
      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 Bank: (i) by the
      Director of the Office of Thrift Supervision ("OTS") or his designee at the
      time
      the Federal Deposit Insurance Corporation enters into an agreement to provide
      assistance to or on behalf of the Bank under the authority contained in section
      13(c) of the FDI Act; (ii) by the Director of the OTS or his designee at the
      time such Director or designee approves a supervisory merger to resolve problems
      related to the operation of the Bank or when the Bank is determined by such
      Director to be in an unsafe or unsound condition. The vested rights of the
      parties shall not be affected by such action.

     

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

     

    Section
      29. Section
      409A of the Internal Revenue Code

     

    
      Mr.
        Cook
        and the
        Bank 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
        Internal Revenue Code ("Section 409A") and the regulations thereunder or
        qualify
        for an exception from compliance. To that end, Mr. Cook
        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. 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 Bank 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.

    


    
      
        
        

      

      
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    In
      Witness Whereof,
      the
      Bank 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:

            	 	
              First
                Federal Savings Bank of Iowa

            
	 	 	 	 	 
	
              By: 

            	
              /s/
                Anita L. Cramer

            	 	
              By: 

            	
              /s/
                David M. Bradley

            
	
               

            	
              Secretary

            	 	
               

            	Name: David
              M. Bradley
	 	 	 	
               

            	Title:
              Chief Executive Officer
	
              [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 _____________________________________ 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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