10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ended December 31, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:    

For the transition period from ___________ to _________  

Commission File No.  0-27672

NORTH CENTRAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Iowa	42-1449849
(State of incorporation)	(I.R.S. Employer Identification No.)

825 Central Avenue
Fort Dodge, Iowa	50501
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  (515) 576-7531

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨  No ý

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨  No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-Accelerated Filer ¨ (Do not check if smaller reporting company)	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 2b-2 of the Exchange Act).

Yes ¨  No ý

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the average bid and asked prices of the common stock as of June 30, 2009 was $16,957,000.

As of March 12, 2010, there were issued and outstanding 1,348,448 shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

1.          Portions of the Proxy Statement for the registrant’s 2010 Annual Meeting of Shareholders are incorporated by reference to Items 10, 11, 12, 13 and Item 14 of Part III hereof.

2.          Portions of the 2009 Annual Report to Shareholders are incorporated by reference to Items 5, 6, 7, 7A and 8 of Part II hereof.

Explanatory Note

This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “Original Filing”) is being filed to file Exhibit Numbers 10.22 and 10.23, which were inadvertently omitted from the Original Filing.  No other changes have been made to the Original Filing.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)           Financial Statements, Schedules and Exhibits

1. The consolidated statements of financial condition of North Central Bancshares, Inc. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2009, 2008 and 2007, together with the related notes and the report of the independent registered public accounting firm of McGladrey & Pullen, LLP are incorporated by reference to Exhibit 13.1 to this Annual Report on Form 10-K.

2. Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.

3. See Exhibit Index on following page.

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(b)           Exhibits

Exhibit No.	Description	Reference No.
3.1	Articles of Incorporation of North Central Bancshares, Inc.	(1)
3.2	Bylaws of North Central Bancshares, Inc., as amended	(3)
3.3	Articles of Amendment to the Articles of Incorporation establishing Series A Preferred Stock	(4)
4.1	Federal Stock Charter of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge)	(2)
4.3	Specimen Stock Certificate of North Central Bancshares, Inc.	(2)
4.4	Bylaws of First Federal Savings Bank of Iowa, as amended	(3)
4.5	Specimen of stock certificate representing Series A Preferred Stock.	(5)
4.6	Warrant to Purchase up to 99,157 shares of Common Stock.	(5)
10.1	Tax Allocation Agreement between North Central Bancshares, Inc. and Subsidiaries	(3)
10.2+	North Central Bancshares, Inc. 1996 Stock Option Plan	(6)
10.3+	Amendment No. 1 to the North Central Bancshares, Inc. 1996 Stock Option Plan	(7)
10.4+	Form of Stock Option Agreement	(8)
10.5+	Employee Stock Ownership Plan of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and ESOP Trust Agreement	(2)
10.5A+	Amendment #1 to Employee Stock Ownership Plan of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and ESOP Trust Agreement	(9)
10.5B+	Amendment #2 to Employee Stock Ownership Plan of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and ESOP Trust Agreement	(9)
10.6+	ESOP Loan Documents, dated September 3, 1996	(10)
10.7+	Employment Agreement between First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and David M. Bradley, amended and restated as of December 14, 2007	(11)
10.8+	Form of Employment Agreement between North Central Bancshares, Inc. and David M. Bradley, amended and restated as of December 14, 2007	(11)
10.9+	Employment Agreement between First Federal Savings Bank of Iowa and C. Thomas Chalstrom, amended and restated as of December 14, 2007	(11)
10.10+	Employment Agreement North Central Bancshares, Inc. and C. Thomas Chalstrom, amended and restated as of December 14, 2007	(11)
10.11+	Employment Agreement between First Federal Savings Bank of Iowa and Kyle C. Cook	(11)
10.12+	Employment Agreement between North Central Bancshares, Inc. and Kyle C. Cook	(11)
10.13+	Amended and Restated Retention Agreement between First Federal Savings Bank of Iowa and Kirk A. Yung	(11)
10.14+	North Central Bancshares, Inc. 2006 Stock Incentive Plan	(12)
10.15+	North Central Bancshares, Inc. 2006 Incentive Award Plan	(13)
10.16+	Form of Restricted Stock Award Notice	(14)
10.17+	Novation of Employment Agreements	(15)

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Exhibit No.	Description	Reference No.
10.18	Letter Agreement, dated January 9, 2009, including the Securities Purchase Agreement – Standard Terms incorporated by reference therein, between the Company and the United States Department of the Treasury.	(5)
10.19	Form of Waiver, executed by each of David M. Bradley, Kyle C. Cook, C. Thomas Chalstrom, and Kirk A. Yung.	(5)
10.20+	Form of Omnibus Amendment Agreement, executed by each of David M. Bradley, Kyle C. Cook, C. Thomas Chalstrom, and Kirk A. Yung.	(5)
10.21+	First Federal Savings Bank of Iowa Supplemental Retirement and Deferred Compensation Plan, as amended and restated effective January 1, 2005.	(16)
10.22+	Resignation, Settlement, and Release Agreement dated as of December 31, 2009 between First Federal Savings Bank of Iowa and Kyle C. Cook.	*
10.23+	Consulting Services Agreement dated as of December 31, 2009 between First Federal Savings Bank of Iowa and Kyle C. Cook.	*
13.1	North Central Bancshares, Inc. 2009 Annual Report to Shareholders	(17)
14.1	Code of Ethics for Senior Financial Officers of North Central Bancshares, Inc.	(3)
21.1	Subsidiaries of the Registrant	(18)
23.1	Consent of McGladrey & Pullen, LLP	(18)
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	*
31.2	Rule 13a-14(a)/15d-14(a) Certification of Interim Principal Accounting Officer	*
32.1	Section 1350 Certification of Chief Executive Officer	(18)
32.2	Section 1350 Certification of Interim Principal Accounting Officer	(18)
99.1	Section 30.15 Certification	(18)

+ Indicates a management contract or compensatory plan or arrangement.

* Filed herewith.

(1) Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on August 12, 2009.

(2) Incorporated herein by reference to Registration Statement No. 33-80493 on Form S-1 filed with the SEC on December 18, 1995, as amended.

(3) Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 29, 2004.

(4) Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 7, 2009.

(5) Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 15, 2009.

(6) Incorporated herein by reference to Registration Statement No. 333-33089 on form S-8 filed with the SEC on August 7, 1997.

(7) Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 1998.

(8) Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on July 3, 2007.

(9) Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 29, 2002.

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(10) Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 1997.

(11) Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on December 20, 2007.

(12) Incorporated herein by reference to Registration Statement No. 333-133810 on form S-8 filed with the SEC on May 4, 2006.

(13) Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2006.

(14) Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on May 3, 2007.

(15) Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 13, 2007.

(16) Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on February 27, 2009.

(17) Incorporated herein by reference to the Annual Report on Form ARS filed with the SEC on March 12, 2010.

(18) Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 12, 2010.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	North Central Bancshares, Inc.
Date:  March 24, 2010	/s/ David M. Bradley                                       By: David M. Bradley Chairman, President and Chief Executive Officer

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EX-10.22

Exhibit 10.22

RESIGNATION, SETTLEMENT, AND RELEASE AGREEMENT

In order to settle as fully as possible all known and unknown claims I, Kyle Cook, might have against First Federal Savings Bank of Iowa (the “Bank”) and all related parties (including the Company’s holding company), the Bank and I agree as follows:

(a)           Consideration and Release:  In consideration of the Bank’s agreement to enter into the consulting agreement attached as “Exhibit 1” and other promises and consideration set forth herein, I agree that, effective December 31, 2009 and without any further action by me or anyone of any kind, I hereby –

(i)          resign not only from my employment with the Bank and each and every affiliate, but also from any and all of my positions with the Bank and its affiliates, and

(ii)         release (i.e., give up) all known and unknown claims that I presently have against the Bank, its current and former, direct and indirect owners, parents, subsidiaries, brother-sister companies, and all other affiliates and related entities, and their current and former partners, employees, agents, and other related parties (the “Released Parties”), except claims that the law does not permit me to waive by signing this Agreement.

For example, I am releasing all common law contract, tort, or other claims I might have, as well as all claims I might have under the Age Discrimination in Employment Act (“ADEA”), the Worker Adjustment & Retraining Notification Act (the “WARN Act”), Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, the Americans With Disabilities Act (the “ADA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), and any similar state, domestic, or foreign laws.

(b)           Applicable Law:  This Agreement is governed by Federal laws to the extent they preempt state law, and otherwise by the laws of Iowa (including those relating to conflicts of law).

(c)           Representations and Promises:  The Bank and I acknowledge and agree that:

(i)          Complete Agreement:  This Agreement and Exhibit 1 represent and constitute the entire agreement relating to my service with the Bank or any Released Party (including termination of my employment), as well as to any claims or future rights that I might have with respect to the Bank and the Released Parties.  This Agreement shall supersede and nullify any prior employment or other employment-related agreement between me and the Company or any Released Party.  Once in effect, this Agreement is a legally admissible and binding agreement.  It shall not be construed strictly for or against me, the Bank, or any Released Party.

(ii)         Amendments:  This Agreement only may be amended by a written agreement that the Bank and I both sign.

(iii)        Cooperation:  I agree that, as requested by the Bank, I will fully cooperate with the Bank or any affiliate in effecting a smooth transition of my responsibilities to others. I further agree that, as requested by the Bank, I will cooperate fully with the Bank or its representatives in any investigation, proceeding, administrative review or litigation brought against the Bank or any Released Party by any government agency or private party pertaining to matters occurring during my employment with the Bank or any Released Party.  The Bank will pay me for my reasonable time (at the rates and under the terms and conditions set forth in Article 2 of the consulting agreement attached as Exhibit 1), and will reimburse me for my out of pocket expenses incurred as a result of such cooperation (provided that all such reimbursements shall be requested and paid within three months after being incurred).

                                                                                                 Initials: ___ Employee

 ___Company

Page 1 of 4

(iv)       Agreement to be Confidential:  Except for confirming any specific public disclosures that the Bank makes concerning this Agreement, I have not disclosed and will not disclose the underlying facts that led up to this Agreement, or the terms or existence of this Agreement, to anyone other than a member of my immediate family or my attorney or other professional advisor and, even as to such a person, only if the person agrees to honor this confidentiality requirement.  Such a person’s violation of this confidentiality requirement shall be treated as a violation by me.  This subsection does not prohibit disclosures to the extent necessary legally to enforce this Agreement or to the extent required by law (but only if I notify the Bank of a disclosure obligation or request within a reasonable period of time (not exceeding 14 days) after I learn of it and permit the Bank to take all steps it deems to be appropriate to prevent or limit the required disclosure).  Except to the extent necessary legally to enforce this Agreement or to the extent required by law (and subject to all required SEC disclosures), the Bank’s executive officers shall not disclose to unrelated private third parties (excluding for this purpose any and all legal or financial advisors to the Bank) the underlying facts that led up to this Agreement, or the terms or existence of this Agreement.

(v)        Return of Bank Property:  I have returned to the Bank all files, memoranda, documents, records, copies of the foregoing, Bank-provided credit cards, keys, building passes, security passes, access or identification cards, and any other property of the Bank or any Released Party in my possession or control.  I have cleared all expense accounts, paid all amounts I owe on Bank-provided credit cards or accounts (such as cell phone accounts), and canceled or personally assumed any such credit cards or accounts.  I agree not to incur any expenses, obligations, or liabilities on behalf of the Bank.

(vi)       Non-disparagement:  I agree not to criticize, denigrate, or otherwise disparage the Bank, any other Released Party, or any of their services, products, processes, policies, practices, standards of business conduct, or areas or techniques of research.  However, nothing in this subsection shall prohibit me from complying with any lawful subpoena or court order or taking any other actions affirmatively authorized by law.

(vii)      Indemnification: To the maximum extent permitted under applicable law, until the expiration of the time provided by law for the commencement of any judicial or administrative proceeding on the basis of my service as an employee or officer of the Bank, the Bank shall indemnify, and shall cause its subsidiaries and affiliates to indemnify me against and hold me 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.  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.

                                                                                                 Initials: ___ Employee

 ___Company

Page 2 of 4

(viii)     Representations:  When I decided to sign this Agreement, I was not relying on any representations that are not in this Agreement or in the consulting agreement attached as Exhibit 1.  The Bank would not have agreed to pay the consideration I am getting in exchange for this Agreement but for the representations and promises I am making by signing it.  I have not suffered any job-related wrongs or injuries, such as any type of discrimination, for which I might still be entitled to compensation or relief now or in the future.  I have properly reported all hours that I have worked and I have been paid all wages, overtime, commissions, compensation, benefits, and other amounts that the Bank or any Released Party should have paid me in the past.  I understand that my old job may be refilled.  I have not been told that the Bank or any Released Party ever will employ me in the future.  I have been told that, subject to applicable law, the Bank will not contest my application for unemployment insurance benefits should I apply for such.

(ix)        No Wrongdoing:  This Agreement is not an admission of wrongdoing by me or by the Bank or any other Released Party; neither it nor any drafts shall be admissible evidence of wrongdoing.

(x)         Unknown Claims:  I am intentionally releasing claims that I do not know that I might have and that, with hindsight, I might regret having released.  I have not assigned or given away any of the claims I am releasing.

(xi)        Effect of Void Provision: If the Bank or I successfully assert that any provision in this Agreement is void, the rest of the Agreement shall remain valid and enforceable unless the other party to this Agreement elects to cancel it.  If this Agreement is cancelled, I will repay the consideration I received for signing it.

(xii)       Consideration of Agreement:   If I initially did not think any representation I am making in this Agreement was true or if I initially was uncomfortable making it, I resolved all my doubts and concerns before signing this Agreement.  I have carefully read this Agreement, I fully understand what it means, I am entering into it knowingly and voluntarily, andall my representations in it are true.  The consideration period described in the box above my signature started when I first was given this Agreement, and I waive any right to have it restarted or extended by any subsequent changes to this Agreement.

YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT.  BEFORE SIGNING THIS AGREEMENT, READ IT CAREFULLY, AND THE BANK SUGGESTS THAT YOU DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE).  TAKE AS MUCH TIME AS YOU NEED TO CONSIDER THIS AGREEMENT BEFORE DECIDING WHETHER TO SIGN IT, UP TO 21 DAYS.  BY SIGNING IT YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS.

JANUARY 21, 2010, AT NOON CENTRAL TIME, IS THE DEADLINE FOR YOU TO DELIVER A SIGNED COPY OF THIS AGREEMENT TO DAVID BRADLEY AT THE BANK’S DES MOINES OFFICE.  IF YOU FAIL TO DO SO, YOU WILL NOT RECEIVE THE SPECIAL PAYMENTS OR BENEFITS DESCRIBED IN IT.

YOU MAY REVOKE THIS AGREEMENT IF YOU REGRET HAVING SIGNED IT.  TO DO SO, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO DAVID BRADLEY AT THE BANK’S MAIN OFFICE BEFORE SEVEN 24-HOUR PERIODS EXPIRE FROM THE TIME YOU SIGNED IT.  IF YOU REVOKE THIS AGREEMENT, IT WILL NOT GO INTO EFFECT AND YOU WILL NOT RECEIVE THE SPECIAL PAYMENTS OR BENEFITS DESCRIBED IN IT.

                                                                                                 Initials: ___ Employee

 ___Company

Page 3 of 4

FIRST FEDERAL SAVINGS BANK OF IOWA     By:/s/ David M. Bradley                        Its CEO & Chairman   Date of Signature: January 5, 2010   EMPLOYEE     Signature:/s/ Kyle Cook                                 Printed Name: Kyle Cook   Date of Signature: January 5, 2010

                                                                                                 Initials: ___ Employee

 ___Company

Page 4 of 4

EX-10.23

Exhibit 10.23

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (“Agreement”) is entered into as of December 31, 2009 by and between Kyle Cook (the “Consultant”) and First Federal Savings Bank of Iowa, together with its affiliates and subsidiaries (the “Bank”).

WHEREAS, Consultant has separated or will separate from employment with Bank effective December 31, 2009 (the “Employment Termination Date”) pursuant to a duly executed Resignation, Settlement, and Release Agreement (the “Departure Agreement”); and the Bank has therein agreed to engage Consultant to provide such services on the terms and conditions set forth below.

NOW THEREFORE, in consideration of the promises and of the mutual covenants, conditions and agreements contained herein, the parties agree as follows:

ARTICLE ONE

CONSULTING SERVICES

1.1           Engagement.  Effective on the day immediately following the Employment Termination Date, Bank hereby agrees to engage Consultant and Consultant agrees to advise Bank in the areas of finance and with respect to other matters consistent with his background and experience, as requested by Bank (the “Services”).  With respect to the Services that Consultant will provide, Consultant will receive assignments only from the Bank’s CEO & Chairman, or his designee or successor.

1.2           Location.  The Services shall generally be performed remotely.  Consultant shall primarily provide his advice through correspondence, e-mail, and telephone calls.  However, the Bank may, in its discretion, request that the Services be performed at its headquarters or another facility.

1.3           No Other Authority.  Consultant shall not represent or purport to represent Bank in any manner whatsoever to any third party, unless permitted to do so pursuant to specific written authorization of Bank’s CEO & Chairman.  Consultant shall have no authority to bind Bank in any way.

1.4           Departure Agreement.  If Consultant does not execute or timely revokes the Departure Agreement, then this Agreement is automatically rescinded by mutual agreement of the parties.

ARTICLE TWO

 COMPENSATION

2.1           Compensation.   In consideration of Consultant’s performance of the Services outlined in Section 1, above, Bank will pay Consultant the sum of one hundred dollars (U.S. $100) per hour in arrears after the end of each biweekly period, within 15 calendar days following the receipt of invoices (the “Consulting Fee”).  The Services shall not exceed 60 hours in a calendar month (and shall not exceed 125 hours in any calendar quarter), and Consultant agrees not to submit invoices for Consulting Fees for Services above such limit, except in the event that the Bank’s CEO & Chairman has authorized a specific excess in writing beforehand.  Each Consulting Fee payment shall be treated as a separate payment for purposes of Treasury Regulations Sections 1.409A-1(b)(4)(F) and 1.409A-2(b)(2), and is intended to be exempt from Section 409A as a short-term deferral.

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2.2           Invoicing.  Consultant will provide Bank with biweekly invoices for the performance of Services.  Invoices will set forth the actual number of hours and the dates on which Consultant worked during the calendar month and a detailed description of all Services provided during the month.  All invoices and receipts must be sent (via mail or e-mail) directly to the Bank’s CEO & Chairman, at its West Des Moines office.

2.3           Taxes.  Bank shall issue to Consultant an IRS Form 1099-MISC reporting the amount paid for Services provided under this Agreement, and Consultant understands that he is responsible to pay, according to law, his income and other related self-employment taxes.  Consultant further understands that he may be liable for self-employment (Social Security and Medicare) taxes to be paid by him according to law.  Consultant will retain sole responsibility for the income and self-employment taxes due on all taxable income arising under this Agreement, and will indemnify and hold Bank harmless from any and all state or federal income taxes or Social Security and Medicare tax liabilities and/or penalties, costs and expenses of any kind that may arise because of a challenge by tax authorities of Consultant’s treatment as an independent contractor.  In the event that any federal, state and/or local taxing authority seeks to collect from Bank any employment taxes, additions to tax or any interest due to Consultant’s reclassification as an employee, Consultant hereby agrees to provide a signed IRS Form 4669 (Statement of Payments Received) to Bank for purposes of its seeking abatement of any assessed Federal income taxes and Consultant further agrees to reimburse Bank for any taxes, additions to tax and/or interest not otherwise abated by the taxing authority.

ARTICLE THREE

REPRESENTATIONS AND COVENANTS

3.1           Consultant’s Representations.Consultant represents and warrants:

(a) that compensation provided under the terms of this Agreement is consistent with fair market value for arm’s length transactions of this type, and that the services to be performed under the Agreement do not and will not involve the counseling or promotion of a business arrangement or other activity that violates any applicable law;

(b) solely for purposes of applying Treasury Regulations Section 1.409A-1(h)(1), that Consultant worked an average of more than 40 hours per week during the period of his employment at Bank;

(c) that Consultant has not entered into any agreement, whether written or oral, that conflicts with the terms of this Agreement;

(d) that Consultant has the full power and authority to enter into this Agreement; and

(e) that Consultant has no financial or personal interests that would prevent Consultant from performing and completing the Services in an objective and non-biased manner.

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3.2           Consultant’s Covenants.  Consultant:

(a) shall act as an independent consultant with no authority to obligate Bank by contract or otherwise and not as an employee or officer of Bank;

(b) shall not, during the term of this Agreement and for one year thereafter, without the written consent of the Bank, 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, its 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 its 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 its 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, its 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;

(c) shall not, during the term of this Agreement, enter into any other agreement, whether written or oral, which would conflict with Consultant’s obligations under Articles 3 and 6 of this Agreement;

(d) shall not assign or subcontract performance of this Agreement or any of the Services to any person, firm, company or organization without Bank’s prior written consent;

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(e) agrees to timely perform the Services;

(f) agrees to utilize and provide Bank with accurate and complete data in rendering the Services; and

(g) agrees to return all Bank property in Consultant’s custody or control, upon termination of this Agreement.

ARTICLE FOUR

INDEPENDENT CONSULTANT STATUS

4.1           Independent Consultant.  Consultant is being engaged by Bank as an independent consultant and not as an employee, and as such, will have no authority to obligate Bank by contract or otherwise.

4.2           No Withholding. No amount will be deducted or withheld from Bank’s payment to Consultant for federal, state or local taxes.  No FICA taxes, FUTA taxes, SDI or state unemployment taxes will be payable by Bank on Consultant’s behalf.  Consultant will be solely responsible for making appropriate filings and payments to the appropriate governmental taxing authorities, including payments of all income taxes and self-employment taxes due on compensation received hereunder.

4.3           Benefits.  Consultant shall not claim the status, perquisites or benefits of a Bank employee and agrees to hold Bank harmless from any claim or other assertion (by Consultant or his beneficiaries) to the contrary.  Consultant agrees that Consultant is not eligible for coverage or to receive any benefit under any Bank employee benefit plan or employee compensation arrangement, except as set forth in the Departure Agreement.  Even if Consultant were to become or be deemed to be a common-law employee of Bank, Consultant still shall not be eligible for coverage or to receive any benefit under any Bank employee benefit plan or any employee compensation arrangement with respect to any period during which Bank classified Consultant as a consultant, except as set forth in the Departure Agreement.  Consultant further agrees that if Consultant is injured while performing work for Bank hereunder, Consultant will not be covered for such injury under Bank’s insurance policies, including under any Worker’s Compensation coverage provided by Bank for its employees, and that Consultant is solely responsible for providing Worker’s Compensation insurance for Consultant’s employees, if any.

ARTICLE FIVE

TERM AND TERMINATION

This Agreement shall terminate, not earlier than February 1, 2010, upon written notice by either party to the other party.

ARTICLE SIX

CONFIDENTIALITY

The Consultant acknowledges that in connection with its services hereunder, Consultant and his or her employees and/or agents (if any), will be privy to information concerning the services, products, business methods, trade secrets, clients, and the business and affairs of the Company (the "Confidential Information") all of which is vital, sensitive, confidential and proprietary to the Company.  The Consultant agrees that it as well as any and all employees and/or agents shall not, at any time, whether during the term of this Agreement or after its termination, disclose to any third party, or use for the benefit of itself or any third party, any Confidential Information.  The Consultant's obligations with respect to particular Confidential Information shall terminate only when it becomes generally known to the public other than through a breach by it or employees and/or agents of the obligations hereunder.  The Consultant agrees that irreparable injury will result to the Company if it or its employees and/or agents breaches any of the terms of this Article, and that in the event of any actual or threatened breach of this Article, the Company will have no adequate remedy at law.  The Consultant further agrees that in such event, the Company shall be entitled to immediate injunctive and other equitable relief without bond and without the necessity of showing actual monetary damages.  Nothing herein shall affect any other right or remedy that the Company may have as a result of such breach or threatened breach, including the recovery of any damages which it is able to prove.  In the event the Consultant is subpoenaed in connection with any litigation or investigation involving the Company or any affiliate, the Consultant will immediately notify the Company and shall give the Company an opportunity to respond to such notice before taking any action or making any decision in connection with such subpoena.  The Company will pay the Consultant for reasonable time (at the rates and under the terms and conditions set forth in Article 2 above) and will reimburse him for out of pocket expenses incurred as a result of such cooperation (provided that all such reimbursements shall be requested and paid within three months after being incurred).  Nothing herein shall prevent the Consultant from communicating with or participating to the extent legally required in any government investigation.

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ARTICLE SEVEN

MISCELLANEOUS

7.1           Waiver.  None of the terms of this Agreement may be waived except by an express agreement in writing signed by the party against whom enforcement of such waiver is sought.  The failure or delay of either party in enforcing any of its rights under this Agreement shall not be deemed a continuing waiver of such right.

7.2           Entire Agreement.  This Agreement represents the final, complete, and exclusive embodiment of the entire agreement and understanding between Bank and Consultant concerning Consultant’s consulting services to Bank, and supersedes and replaces any and all agreements and understandings concerning Consultant’s consulting services to Bank.

7.3           Amendments.  This Agreement may not be released, discharged, amended or modified in any manner except by an instrument in writing signed by Consultant and Bank’s CEO & Chairman.

7.4           Assignment.  Bank has specifically contracted for the Services of Consultant and, therefore, Consultant may not assign or delegate Consultant’s obligations under this Agreement, either in whole or in part, without the prior written consent of Bank.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

7.5           Severability.  If any provision of this Agreement is, becomes, or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to the applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties hereto, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

7.6           Headings.  Article and Section headings contained in the Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement.

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7.7           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa or of Consultant’s legal residence if that is other than Iowa.

7.8           Notices.  All notices required or permitted to be given under this Agreement must be in writing and may be given by any method of delivery which provides evidence or confirmation of receipt, including but not limited to personal delivery, express courier (such as Federal Express) and prepaid certified or registered mail with return receipt requested.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by proper persons thereunto duly authorized.

FIRST FEDERAL SAVINGS BANK OF IOWA By:        /s/ David M. Bradley                                 Its CEO & Chairman	CONSULTANT Signature:    /s/ Kyle Cook                                  Printed Name: Kyle Cook
Date: January 5, 2010	Date: January 5, 2010

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EX-31.1

Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David M. Bradley, certify that:

1.  I have reviewed this annual report on Form 10-K/A of North Central Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date:  March 24, 2010 /s/ David M. Bradley                                       David M. Bradley President and Chief Executive Officer 

EX-31.2

Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification

CERTIFICATIONS

I, Craig A. Steen, certify that:

1.  I have reviewed this annual report on Form 10-K/A of North Central Bancshares, Inc.;

2.   Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date:  March 24, 2010 /s/ Craig A. Steen                                        Craig A. Steen Interim Principal Accounting Officer