FIRST FEDERAL BANK

CHANGE IN CONTROL AGREEMENT

This AGREEMENT is entered into effective and made as of September 27, 2000, by and between First Federal Bank (the Bank), a federally chartered savings institution, with its principal administrative offices at 109 East Depot Street, Colchester, Illinois 62326, and First Federal Bancshares, Inc. (the Holding Company), a corporation organized under the laws of the State of Delaware and the holding company of the Bank and Mark Tyrpin (Executive).

WHEREAS, the Bank recognizes the substantial contribution Executive has made to the Bank and wishes to continue to protect Executives position with the Bank for the period provided in this Agreement in the event of a Change in Control (as defined in this Agreement); and

WHEREAS, Executive has agreed to continue serve in the employ of the Bank.

NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows:

The period of this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of twenty-four (24) full calendar months from the date of this Agreement. Commencing on September 27, 2000, and at each anniversary date thereafter, the Board of Directors of the Bank (the Board) may extend the term of this Agreement for an additional year so that the remaining term is a full twenty-four (24) calendar months, unless Executive elects not to extend the term of the Agreement by providing written notice to the Board in accordance with Section 5 of the Agreement. The Board will review the Agreement and Executives performance annually for purposes of determining whether to extend the term of the Agreement, and the results of such review shall be included in the minutes of the Boards meeting.

(a) Upon the occurrence of a Change in Control (as defined in paragraph (b) of this Section 2), Executive shall be entitled to the payments and benefits provided for in Section 3 of this Agreement upon Executives termination of employment on or after the date the Change in Control occurs due to: (i) Executives dismissal at any time during the term of this Agreement; or (ii) Executives resignation at any time during the term of this Agreement following any demotion, or loss of title, office or significant authority, or reduction in Executives annual compensation or benefits, or relocation of Executives principal place of employment by more than 25 miles from its location immediately prior to the Change in Control; provided, however, Executive may consent in writing to any such demotion, loss, reduction or relocation. The effect of any written consent of Executive under this Section 2(a) shall be strictly limited to the terms specified in such written consent.

(b) For purposes of this Agreement, a Change in Control of the Bank or Holding Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (OTS) (or

its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control or presumptive change in control or acting in concert or presumptive acting in concert as set forth under the Rules and Regulations of the OTS, ownership by a person or group, including a presumptive group, of at least 15% of the voting stock of the Bank or the Holding Company shall be required, and provided further that ownership of stock by a tax qualified employee benefit plan of the Bank or the Holding Company shall not be subject to presumptions of control or acting in concert); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Holding Company representing 25% or more of the Banks or the Holding Companys outstanding securities except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank or the Holding Company, or (B) individuals who constitute the board of directors on the date hereof (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (or members who were nominated by the Incumbent Board), or whose nomination for election by the Holding Companys stockholders was approved by the same Nominating Committee serving under an Incumbent Board (or members who were nominated by the Incumbent Board), shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or Holding Company is not the resulting entity.

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