Exhibit 10.13 Tax Allocation
Agreement between North Central Bancshares, Inc
and Subsidiaries
NORTH CENTRAL BANCSHARES, INC.
AND SUBSIDIARIES
TAX ALLOCATION AGREEMENT
This agreement is entered into as of November 21, 2003 among
and
between the following parties: North
Central Bancshares, Inc., First Federal
Investment Services, Inc., First Iowa Title
Services, Inc., First Iowa Mortgage,
Inc., NC Properties, LLC, Iowa
corporations; and First Federal Savings Bank of
Iowa, a federal savings bank. The parties
are members ("Members") of an
affiliated group (the "Affiliated Group")
within the meaning of Section 1504 of
the Internal Revenue Code (the "Code") and
file a consolidated return for
federal income tax purposes. North Central
Bancshares, Inc. is the common parent
of the Affiliated Group. The parties desire
to provide for the allocation of tax
liabilities among the Members and to
provide for reimbursing Members whose tax
losses or credits reduce the consolidated
taxable income. References herein to
"regulations" shall be to the Treasury
Regulations. References herein to "tax
liabilities" are to current tax
liabilities, and not deferred tax liabilities.
In addition, references herein to "tax
liabilities" do not include accrued
income tax liabilities, including portions
thereof subject to deferral due to
use by any Members of different methods of
reporting for financial statement and
tax return purposes.
The parties hereto agree as follows:
1. The parties agree to continue to file consolidated federal
income
tax returns in accordance with the
provisions of Sections 1502 and 1504 of the
Code and the regulations thereunder.
2. The parties agree to allocate total federal income tax
liability
based on the ratio that each member's
separate return tax liability to the total
federal income tax liability. Moreover, the
parties agree to reimburse any
Member which has tax losses or credits in
an amount equal to 100% of the tax
benefits realized by the Affiliated Group
as a result of the utilization of such
Member's tax losses or credits.
Accordingly, the parties agree to allocate tax
liability of the Affiliated Group in
accordance with Section 1.1552-1(a)(2) and
1.1502-33(d)(2)(ii) of the Regulations, and
for this purpose the percentage
referred to in Section
1.1502-33(d)(2)(ii)(b) shall be 100%.
3. Under Treasury Regulations Section 1.1502-77(a), North
Central
Bancshares, Inc. is the agent for all the
Members and is required to act for the
Affiliated Group in connection with matters
relating to the consolidated tax
liability of the Affiliated Group. In
particular, North Central Bancshares, Inc.
shall be responsible for filing returns
with the Internal Revenue Service,
making elections, receiving all
correspondence, filing claims for refund,
contesting proposed adjustments and
performing such other acts and deeds as
North Central Bancshares, Inc. may deem
necessary and desirable in connection
with the foregoing. The parties hereto
agree to provide North Central
Bancshares, Inc. with such information as
First Federal Savings Bank of Iowa,
First Federal Investment Services, Inc.,
First Iowa Mortgage, Inc., First Iowa
Title Services, Inc. and NC Properties, LLC
may request in order to permit North
Central Bancshares, Inc. to carry out its
responsibilities described in this
paragraph.
4. The parties agree that North Central Bancshares, Inc. shall
be
responsible for making tax payments to the
Internal Revenue Service. Each Member
shall pay to North Central Bancshares, Inc.
an amount, including any interest
thereon paid to the Internal Revenue
Service, equal to its share of their tax
liability as determined under paragraph 2.
Any overpayment of tax of the
Affiliated Group shall be paid or credited
by the Internal Revenue Service to
North Central Bancshares, Inc. and North
Central Bancshares, Inc. shall pay such
amount, including any interest thereon paid
by the Internal Revenue Service, to
the appropriate Member immediately upon
receipt. North Central Bancshares, Inc.
shall immediately pay or credit to the
appropriate Member any portion of such
overpayment and any interest thereon paid
by the Internal Revenue Service to
which such Member is entitled. Any
adjustment by the Internal Revenue Service
which affects either the consolidated tax
liability or the relative tax
liabilities of members shall be made among
the Members immediately after the
amount of the adjustment is determined. If
there are any penalties (including
penalty for failure to pay estimated taxes)
with respect to the filing of any
consolidated return, the penalty shall be
shared appropriately among those
parties whose action or inaction (such as
understating taxable income)
contributed to the penalty.
5. Under the provisions of paragraph 2, a Member who has a tax
liability for the taxable year shall be
