Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 31, 2008, in connection with its previously announced plans to participate in the Troubled Asset Relief Program Capital Purchase Program ("TARP") administered by the U.S. Treasury Department (the "Treasury"), North Central Bancshares, Inc. (the "Company") filed Articles of Amendment (the "Articles of Amendment") to its Articles of Incorporation with the Iowa Secretary of State. The Articles of Amendment were filed for the purpose of amending the Company's Articles of Incorporation to create and fix the preferences, limitations and relative rights of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Designated Preferred Stock") which the Company intends to issue to the Treasury, and thereby to permit the Company to participate in TARP.

The Articles of Amendment permit the Company to issue up to 10,200 shares of the Designated Preferred Stock. When issued, each share of Designated Preferred Stock will have a Liquidation Amount (as defined in the Articles of Amendment) per share equal to $1,000 and will pay cumulative dividends at a rate of 5% per year for the first five years after it is issued and thereafter at a rate of 9% per year. The Designated Preferred Stock will generally have no voting rights. During the first three years after it is issued, the Company may only redeem the Designated Preferred Stock in certain circumstances enumerated in the Articles of Amendment. After three years, the Company may, at its option, redeem the Designated Preferred Stock at par value plus accrued and unpaid dividends.

The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by the Articles of Amendment which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No. Description of Exhibit

3.1 Articles of Amendment to the Articles of Incorporation establishing Series A Preferred Stock

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