North
      Central Bancshares, Inc.

     

    Employment
      Agreement

     

    This
      Employment
      Agreement
      (“Agreement”) is made and entered into as of December
      14, 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 C. Thomas Chalstrom, an individual residing at 1020 N
      19th St., Fort Dodge, Iowa 50501 (“Mr. Chalstrom”).

     

    W
      i t n e s s e t h :

     

    Whereas,
      Mr.
      Chalstrom currently serves First Federal Savings Bank of Iowa (“Bank”) in the
      capacity of President and Chief Operating Officer; and

     

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

     

    Whereas,
      the
      Holding Company desires to employ Mr. Chalstrom in the capacity of Executive
      Vice President and desires to assure for itself the services of Mr. Chalstrom
      for the period provided in this Agreement; and

     

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

     

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

     

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

     

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

     

    Section
      1. Employment.

     

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

     

    Section
      2. Employment
      Period; Remaining Unexpired Employment Period.

     

    (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. Chalstrom 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.
      Chalstrom'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.

     

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

     

    Section
      3. Duties.

     

    Mr.
      Chalstrom shall serve as Executive Vice President 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. Chalstrom shall devote his full business
      time
      and attention (other than during weekends, holidays, approved vacation periods,
      and periods of illness or approved leaves of absence) to the business and
      affairs of the 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. Chalstrom 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. Chalstrom’s annual rate of salary and may, in its discretion, approve an
      increase therein. In addition to salary, Mr. Chalstrom may receive other cash
      compensation from the 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. Chalstrom 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.

     

    
      
        
        

      

      
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    Section
      5. Employee
      Benefit Plans and Programs.

     

    During
      the Employment Period, Mr. Chalstrom 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.

     

    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. Chalstrom to be covered by
      and
      named as an insured under any policy or contract of insurance obtained by it
      to
      insure its directors and officers against personal liability for acts or
      omissions in connection with service as an officer or director of the Holding
      Company or service in other capacities at the request of the Holding Company.
      The coverage provided to Mr. Chalstrom pursuant to this section 6 shall be
      of
      the same scope and on the same terms and conditions as the coverage (if any)
      provided to other officers or directors of the 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. Chalstrom against and hold him harmless from any costs,
      liabilities, losses and exposures to the fullest extent and on the most
      favorable terms and conditions that similar indemnification is offered to any
      director or officer of the 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.
      Chalstrom may serve as a member of the boards of directors of such business,
      community and charitable organizations as he may disclose to and as may be
      approved by the Board (which approval shall not be unreasonably withheld);
      provided,
      however,
      that
      such service shall not materially interfere with the performance of his duties
      under this Agreement. Mr. Chalstrom may also engage in personal business and
      investment activities which do not materially interfere with the performance
      of
      his duties hereunder; provided,
      however,
      that
      such activities are not prohibited under any code of conduct or investment
      or
      securities trading policy established by the Holding Company and generally
      applicable to all similarly situated executives. Mr. Chalstrom 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. Chalstrom’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.
      Chalstrom’s principal place of employment shall be at the Holding Company’s
      executive offices at the address first above written, or at such other location
      within Webster County, Iowa at which the Holding Company shall maintain its
      principal executive offices, or at such other location as the Holding Company
      and Mr. Chalstrom may mutually agree upon. The Holding Company shall provide
      Mr.
      Chalstrom at his principal place of employment with a private office,
      secretarial services, and other support services and facilities suitable to
      his
      position with the Holding Company and necessary or appropriate in connection
      with the performance of his assigned duties under this Agreement. The Holding
      Company shall provide to Mr. Chalstrom for his exclusive use an automobile
      owned
      or leased by the Holding Company and appropriate to his position, to be used
      in
      the performance of his duties hereunder, including commuting to and from his
      personal residence. The Holding Company shall reimburse Mr. Chalstrom for his
      ordinary and necessary business expenses, including, without limitation, all
      expenses associated with his business use of the aforementioned automobile,
      fees
      for memberships in such clubs and organizations as Mr. Chalstrom and the 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.
      Chalstrom 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.
      Chalstrom’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. Chalstrom
      to the office of Executive Vice President (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.
      Chalstrom or the failure of the Board (or the nominating committee thereof)
      to
      nominate Mr. Chalstrom for such election or re-election;

     

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

     

    
      
        
        

      

      
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    (D) the
      expiration of a thirty (30) day period following the date on which Mr. Chalstrom
      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. Chalstrom’s rate of base salary in effect from time to time
      and any change in the terms and conditions of any compensation or benefit
      program in which Mr. Chalstrom participates which, either individually or
      together with other changes, has a material adverse effect on the aggregate
      value of his total compensation package), unless, during such thirty (30) day
      period, the Holding Company fully cures such failure; or

     

    (ii) the
      termination of Mr. Chalstrom’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.
      Chalstrom the amounts described in section 9(b).

     

    (b) Upon
      the
      termination of Mr. Chalstrom’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. Chalstrom (or, in the event of his death, to his
      estate):

     

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

     

    (ii) the
      benefits, if any, to which he is entitled as a former employee under the
      employee benefit plans and programs and compensation plans and programs
      maintained for the benefit of the 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. Chalstrom, for the Remaining Unexpired Employment Period,
      coverage equivalent to the coverage to which he would have been entitled under
      such plans (as in effect on the date of his termination of employment, or,
      if
      his termination of employment occurs after a Change of Control, on the date
      of
      such Change of Control, whichever benefits are greater), if he had continued
      working for the 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. Chalstrom’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.
      Chalstrom 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. Chalstrom’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) 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. Chalstrom’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. Chalstrom 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. Chalstrom
      under such incentive compensation plan; multiplied by

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    The
      Holding Company and Mr. Chalstrom hereby stipulate that the damages which may
      be
      incurred by Mr. Chalstrom following any such termination of employment are
      not
      capable of accurate measurement as of the date first above written and that
      the
      payments and benefits contemplated by this section 9(b) constitute reasonable
      damages under the circumstances and shall be payable without any requirement
      of
      proof of actual damage and without regard to Mr. Chalstrom’s efforts, if any, to
      mitigate damages. The Holding Company and Mr. Chalstrom 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. Chalstrom’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 the termination
      of
      employment.

     

    Section
      10.  Termination
      without Additional Holding Company Liability.

     

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

     

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

     

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

     

    (iii) Mr.
      Chalstrom’s death; or

     

    
      
        
        

      

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

     

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

     

    (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:

     

    
      
        
        

      

      
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    (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.

     

    (b) In
      the
      event of a Change of Control, Mr. Chalstrom shall be entitled to the payments
      and benefits contemplated by section 9(b) in the event of his termination
      employment with the 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. Chalstrom at any time during the Employment
      Period and within ninety (90) days following his demotion, loss of title, office
      or significant authority or responsibility, or following any reduction in any
      element of his package of compensation and benefits;

     

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

     

    
      
        
        

      

      
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    (iii) resignation,
      voluntary or otherwise, by Mr. Chalstrom 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. Chalstrom in any compensation or benefit
      program maintained by it or covering any of its executive officers, unless
      Mr.
      Chalstrom is already covered by a substantially similar plan of the 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. Chalstrom under this Agreement would cause
      Mr.
      Chalstrom to be subject to the excise tax imposed under section 4999 of the
      Code
      and (b) the limitation of Mr. Chalstrom’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. Chalstrom under this Agreement shall be
      limited, in such manner as Mr. Chalstrom, in his discretion, may determine,
      to
      the maximum amount that may be paid without resulting in the imposition of
      an
      excise tax under section 4999 of the Code.

     

    Section
      13. Covenant
      Not to Compete.

     

    Mr.
      Chalstrom hereby covenants and agrees that, in the event of his termination
      of
      employment with the 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. Chalstrom’s termination of employment; provided,
      however,
      that
      this section 13 shall not apply if Mr. Chalstrom’s employment is terminated for
      the reasons set forth in section 9(a) or section 11(b); and provided, further,
      that if Mr. Chalstrom’s employment shall be terminated on account of disability
      as provided in section 10(d) of this Agreement, this section 13 shall not
      prevent Mr. Chalstrom from accepting any position or performing any services
      if
      (a) he first offers, by written notice, to accept a similar position with,
      or
      perform similar services for, the 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. Chalstrom 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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      14. Confidentiality.

     

    Unless
      he
      obtains the prior written consent of the Holding Company, Mr. Chalstrom 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. Chalstrom, 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.
      Chalstrom 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;

     

    (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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

    If
      Mr.
      Chalstrom 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. Chalstrom’s employment during the term of this Agreement or
      thereafter, whether by the Holding Company or by Mr. Chalstrom, 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. Chalstrom, 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. Chalstrom to the Holding
      Company.

     

    Section
      18. Notices.

     

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

     

    If
      to Mr.
      Chalstrom:

     

    Mr.
      C.
      Thomas Chalstrom

      [         ]

      [         ]

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      20.  Severability.

     

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

     

    Section
      21. Waiver.

     

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

     

    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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      23. Governing
      Law.

     

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

     

    Section
      24. Headings
      and Construction.

     

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

     

    Section
      25.  Entire
      Agreement; Modifications.

     

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

     

    Section
      26. Guarantee.

     

    The
      Holding Company hereby guarantees the payment by the Bank of any benefits and
      compensation to which Mr. Chalstrom is or may be entitled to under the terms
      and
      conditions of the employment agreement dated as of the 14th day of
December,
      2007 between the Bank and Mr. Chalstrom, a copy of which is attached
      hereto as Exhibit A (“Bank Agreement”).

     

    Section
      27. Non-duplication.

     

    In
      the
      event that Mr. Chalstrom shall perform services for the Bank or any other direct
      or indirect subsidiary of the Holding Company, any compensation or benefits
      provided to Mr. Chalstrom 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.
      Chalstrom 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. Chalstrom hereby stipulate that money damages are an
      inadequate remedy for violations of sections 6(a), 13, 14 or 15 of this
      Agreement and agree that equitable remedies, including, without limitations,
      the
      remedies of specific performance and injunctive relief, shall be available
      with
      respect to the enforcement of such provisions.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    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. Chalstrom under section 9(b) hereof
      (exclusive of amounts described in section 9(b)(i), (viii) and (ix)) exceed
      the
      value of three times Mr. Chalstrom’s average annual total compensation for the
      last five consecutive calendar years to end prior to his termination of
      employment with the 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. Chalstrom 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. ss.1828(k), and Federal Deposit Insurance
      Corporation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification
      Payments.

     

    (c) Notwithstanding
      anything herein contained to the contrary, if Mr. Chalstrom is suspended and/or
      temporarily prohibited from participating in the conduct of the affairs of
      the
      Holding Company pursuant to a notice served under section 8(e)(3) or 8(g)(1)
      of
      the FDI Act (12 U.S.C. ss.1818(e)(3) or 1818(g)(1)), the 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.
      Chalstrom 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. Chalstrom 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. ss.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. Chalstrom 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. Chalstrom shall not be affected.

     

    (f) Notwithstanding
      anything herein contained to the contrary, all obligations under this Agreement
      shall be terminated, except to the extent determined that continuation of this
      Agreement is necessary for the continued operation of the 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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    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.

     

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

    

      Mr.
        Chalstrom and the Holding Company acknowledge that each of the payments and
        benefits promised to Mr. Chalstrom under this Agreement must either comply
        with
        the requirements of Section 409A of the Code ("Section 409A") and the
        regulations thereunder or qualify for an exception from compliance. To that
        end,
        Mr. Chalstrom 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. Chalstrom’s termination of
        employment to the date of actual payment) to and paid on the later of the
        earliest date on which Mr. Chalstrom experiences a separation from service
        (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if Mr.
        Chalstrom is a specified employee (within the meaning of Treasury Regulation
        Section 1.409A-1(i)) on the date of his separation from service, the first
        day
        of the seventh month following Mr. Chalstrom’s separation from service.
        Furthermore, this Agreement shall be construed and administered in such manner
        as shall be necessary to effect compliance with Section 409A and shall be
        subject to amendment in the future, in such manner as the Holding Company
        may
        deem necessary or appropriate to effect such compliance; provided that any
        such
        amendment shall preserve for Mr. Chalstrom the present value of the payments
        due
        under this Agreement.

    

     

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

     

    
      	 	 	
              /s/
                C. Thomas Chalstrom

            
	 	 	
              C.
                Thomas Chalstrom

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	
              North
                Central Bancshares, Inc.

            
	 	 	 
	
              By:
                

            	
              /s/
                Anita L. Cramer

            	 	
              By:
                

            	
              /s/
                David M. Bradley

            
	 	
              Secretary

            	 	 	
              Name: David
                M. Bradley

            
	 	 	 	
              Title:
                President and CEO

            
	 	 	 	 
	
              [Seal]

            	 	 


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF IOWA

            	
              )

            
	 	
              :
                ss.:

            
	
              COUNTY
                OF WEBSTER

            	
              )

            


    

     

    On
      this
      _______ day of ________________, 2007, before me personally came C. Thomas
      Chalstrom, to me known, and known to me to be the individual described in the
      foregoing instrument, who, being by me duly sworn, did depose and say that
      he
      resides at the address set forth in said instrument, and that he signed his
      name
      to the foregoing instrument.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


    
      	
              STATE
                OF IOWA

            	
              )

            
	 	
              :
                ss.:

            
	
              COUNTY
                OF WEBSTER

            	
              )

            


    

     

    On
      this
      ______ day of ________________, 2007, before me personally came
      ______________________, to me known, who, being by me duly sworn, did depose
      and
      say that he resides at ___________________________, that he is
      _________________________________ 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

            


    

     

    
      
        
        

      

      
        17