<SEQUENCE>3

<FILENAME>0003.txt

<DESCRIPTION>EXHIBIT 10.2

<TEXT>







                               FIRST FEDERAL BANK

                              EMPLOYMENT AGREEMENT



         This AGREEMENT ("Agreement"),  is entered into and made effective 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, First Federal Bancshares, Inc., a

corporation  organized  under the laws of the  state of  Delaware,  the  holding

company of the Bank (the "Holding Company") and James J. Stebor ("Executive").



         WHEREAS,  the Bank wishes to assure itself of the services of Executive

for the period provided in this Agreement; and



         WHEREAS,  Executive  is  willing to serve in the employ of the Bank and

its subsidiaries on a full-time basis for the term of this Agreement.



         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein

contained,  and upon the other terms and conditions  hereinafter  provided,  the

parties hereby agree as follows:



1. POSITION AND RESPONSIBILITIES.



         During the period of Executive's employment hereunder, Executive agrees

to serve as President of the Bank.  Executive  shall render  administrative  and

management services to the Bank such as are customarily  performed by persons in

a similar executive capacity. During the term of this Agreement,  Executive also

agrees to serve as a director of the Bank.



2. TERMS.



         (a) The period of Executive's  employment under this Agreement shall be

deemed to have  commenced as of the date first written above and shall  continue

for a period of thirty-six (36) full calendar months from that date.  Commencing

on the  first  anniversary  date  of  this  Agreement,  and  continuing  on each

anniversary  thereafter,  the disinterested members of the board of directors of

the Bank  ("Board") may extend the  Agreement an  additional  year such that the

remaining  term of the  Agreement  shall be three (3)  years,  unless  Executive

elects not to extend the term of this  Agreement by giving written notice to the

Bank. The Board will review the Agreement and Executive's  performance  annually

for purposes of  determining  whether to extend the  Agreement and the rationale

and results thereof shall be included in the minutes of the Board's meeting. The

Board shall give notice to Executive as soon as possible after such review as to

whether the Agreement is to be extended.



         (b) During the period of Executive's  employment hereunder,  except for

periods of absence occasioned by illness, vacation periods, and other reasonable

leaves of absence,  Executive  shall  devote  substantially  all of his business

time,  attention,  skill, and efforts to the faithful  performance of his duties

hereunder,  including  activities  and  services  related  to the  organization,

operation and management of the Bank and  participation  in industry,  community

and civic  organizations;  provided,  however,  that,  with the  approval of the

Board, as evidenced by a resolution of the Board,  from time to time,  Executive

may serve, or continue to serve, on the boards of directors







<PAGE>







of, and hold any other  offices or positions  in,  companies  or  organizations,

which, in the Board's  judgment,  will not present any conflict of interest with

the Bank, or materially affect the performance of Executive's duties pursuant to

this Agreement.



         (c) Notwithstanding anything in this Agreement to the contrary,  either

Executive or the Bank may terminate Executive's  employment with the Bank at any

time during the term of this  Agreement,  subject to the terms and conditions of

this Agreement.



3. COMPENSATION AND REIMBURSEMENT.



         (a) The  compensation  specified under this Agreement shall  constitute

consideration paid by the Bank in exchange for the duties described in Section 1

of this Agreement.  The Bank shall pay Executive,  as compensation,  a salary of

not less than $110,000 ("Base Salary"). Base Salary shall include any amounts of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC