NORTH CENTRAL BANCSHARES,
INC.

    OMNIBUS AMENDMENT TO THE SEO
AGREEMENTS

    


    This
Omnibus Amendment Agreement, dated as of January __, 2009 (the “Agreement”), is
entered into by and between __________ (the “Executive”) and North Central Bancshares,
Inc. (the “Company”).

     

    WHEREAS, on October 3, 2008,
the United States Congress enacted the Emergency Economic Stabilization Act of
2008 (“EESA”),
and the United States Department of the Treasury (the “Treasury”) is
administering the Troubled Assets Relief Program and the Capital Purchase
Program (the “CPP”) pursuant to
EESA;

     

    WHEREAS, the Company submitted
an application to participate in the CPP on November 13, 2008, and Treasury
notified the Company that it has been preliminarily approved to participate in
the CPP via telephone on December 8, 2008, and in writing on December 11,
2008;

     

    WHEREAS, Section 111 of EESA
and the Treasury guidance and regulations issued thereunder or to be issued
thereunder (the “Treasury Guidance”)
impose, as a condition to participating in the CPP, certain limitations on
executive compensation that the Company and its affiliates may pay or provide to
the Company’s top five senior executive officers, as defined in the regulations
applicable to CPP participants, such as the Company (each a “SEO”);

     

    WHEREAS, in connection with
Company’s participation in the CPP, the Treasury will purchase certain preferred
shares and warrants of the Company (the “Purchased
Securities”) pursuant to a Securities Purchase Agreement, between the
Treasury and the Company (the “Purchase
Agreement”),

     

    WHEREAS, Section 1.2(d)(iv)(A)
of the Purchase Agreement requires the Company to  amend any
compensation, bonus, incentive and other benefit plans, arrangements, and
agreements (including golden parachute, severance and employment agreements)
benefiting SEOs 
(collectively,  with such agreements to which any affiliates of the
Company are a party, the “SEO Agreements”), and
to obtain written consent from any SEO for such amendments, if necessary, during
the period that Treasury owns any Purchased Securities, in order to comply with
Section 111(b) of EESA as implemented by the Treasury Guidance; and

     

    WHEREAS, the Executive is, or
may in the future be, an SEO, as defined in subsection 111(b)(3) of EESA and
regulations issued thereunder; and

     

    WHEREAS, the Company and the
Executive desire to amend the SEO Agreements to the extent necessary to comply
with Section 111(b) of the EESA, the Treasury Guidance, and the Purchase
Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing and the covenants set forth herein, the Executive
and the Company hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.

            	
              Amendments to the SEO
      Agreements. Effective beginning as of the date hereof (to the
      extent the Executive is an SEO for the 2008 calendar year) and during any
      calendar year commencing after January 1, 2009, if any, during which the
      Executive is an SEO and ending when the Treasury no longer owns any
      Purchased Securities (such period shall be referred to as the “CPP Restricted
      Period”), the Executive’s SEO Agreements are hereby amended as
      follows to comply with Section 111(b) of the EESA, the Treasury Guidance,
      and the Purchase Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event that the Compensation Committee of the Board of Directors of the
      Company (the “Committee”)
      reasonably determines that any payment or benefit to which the Executive
      is or may become entitled under the SEO Agreements is a “golden parachute
      payment” for purposes of Section 111(b) of the EESA and the Treasury
      Guidance, including the rules set forth in of 31 C.F.R. § 30.9, Q/A 9, (i)
      neither the Company nor its affiliates shall pay or provide (nor shall the
      Company or its affiliates obligated to pay or provide),  such
      payment or benefit during the CPP Restricted Period, and (ii) the
      Executive shall not be entitled to receive, during the CPP Restricted
      Period, such payment or benefit.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      bonus or incentive compensation paid to the Executive during the CPP
      Restricted Period will be subject to recovery or “clawback” by the Company
      or its affiliates if the payments were based on materially inaccurate
      financial statements or any other materially inaccurate performance metric
      criteria, as reasonably determined by the Committee pursuant to Section
      111(b) of the EESA and the Treasury
Guidance.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      the event that the Committee reasonably determines that any incentive
      compensation arrangement pursuant to which the Executive is or may be
      entitled to a payment encourages the Executive to take unnecessary and
      excessive risks that threaten the value of the financial institution
      within the meaning of 31 C.F.R. §30.9 Q/A 4, the Committee shall amend
      such incentive compensation arrangements to prevent any such
      risk-taking.

            


    

     

    
      	
              2.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Executive’s execution of this Agreement shall not be determinative of the
      Executive’s status as a SEO.

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      Agreement shall be void ab initio if the Closing of the transactions
      contemplated by the Purchase Agreement does not
  occur.

            


    

     

    
      	
               
      

            	
              (c)

            	
              This
      Agreement may be executed in one or more counterparts, each of which when
      executed shall be an original, but all of which when taken together shall
      constitute one and the same
agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              This
      Agreement shall be governed by, and interpreted in accordance with, the
      laws of the State of Iowa.

            


    

     

    [Signature
Page to Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN WITNESS WHEREOF, the
Company has caused this Agreement to be signed by its duly authorized
representative and the Executive has hereunto set his hand as of the day and
year first above written.

     

    
      
        
          
            
              
                
                  
                    	
                            COMPANY

                          
	 
      	 
      
	
                            By:

                          	 
      
	
                            Its:

                          	 
      
	 
      	 
      
	
                            EXECUTIVE

                          
	 
      
	
                            By:

                          	 
      
	
                            [Name
      of Senior Executive
Officer]