Registration No. 333-_____      As filed with the Commission on October 20, 2000

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                    ---------------------------


                              FORM S-8

                        REGISTRATION STATEMENT

                                UNDER

                      THE SECURITIES ACT OF 1933

                      ---------------------------


                      Webster City Federal Bancorp
            (Exact Name of Registrant as Specified in its Charter)

United States                                                        42-1491186
                                                                     ----------
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)

                          820 Des Moines Street
                     Webster City, Iowa 50595-0638
            (Address of Principal Executive Offices and Zip Code)

                        ---------------------------

                  Webster City Federal Savings Bank and
               WCF Financial, M.H.C. 1996 Stock Option Plan

                         (Full Title of the Plan)

                               Copies to:

      Phyllis A. Murphy                            Robert B. Pomerenk, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
  Webster City Federal Bancorp                     A Professional Corporation
    820 Des Moines Street                        5335 Wisconsin Ave., NW, #400
Webster City, Iowa 50595-0638                       Washington, D.C.  20015
       (515) 832-3071                                    (202) 274-2000
 (Name, Address and Telephone
  Number of Agent for Service)

                         ---------------------------


     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|


<PAGE>





                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 Title of Securities          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price

        <S>                     <C>                       <C>                     <C>                       <C>
    Common Stock,
    par value $.10         76,000 shares (2)           $12.75(3)                $969,000                   $270
      per share
    Common Stock,
    par value $.01         19,000 shares (4)            11.25(5)                 213,750                    60
      per share
        Total                95,000 shares                                     $1,182,750                  $330
</TABLE>

 -------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Webster City Federal Savings Bank and WCF Financial,  M.H.C. 1996 Stock
     Option Plan (the "Stock Option Plan") as the result of a stock split, stock
     dividend or similar  adjustment of the outstanding  Common Stock of Webster
     City Federal Bancorp pursuant to 17 C.F.R. ss. 230.416(a).

(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.

(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).

(4)  Represents  the number of shares  reserved for  issuance for options  which
     have not been granted pursuant to the Stock Option Plan.

(5)  Determined  by  reference  to the fair market  value of the common stock on
     October 19, 2000, pursuant to 17 C.F.R. ss.230.457(c).

                      ------------------------------------


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                        2


<PAGE>



PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of 95,000 shares of
common  stock of Webster  City  Federal  Bancorp  (the  "Company")  reserved for
issuance  and  delivery  upon the  exercise of options  under the  Webster  City
Federal  Savings Bank and WCF  Financial,  M.H.C.  1996 Stock  Option Plan.  The
documents  containing the information  specified in Part I of this Form S-8 have
been or will be sent or  given  to  participants  in the  Stock  Option  Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or  concurrently  filed by the Company
with the Commission are hereby  incorporated  by reference in this  Registration
Statement:

(a)  the Company's  Annual Report on Form 10-KSB for the year ended December 31,
     1999 (File No.  0-26577)  filed  pursuant  to Rule 13a-1 of the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Exchange Act since the end of the year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on April 19, 2000;

(d)  the  description  of the common  stock,  par value  $.10 per share,  of the
     Company  contained in the Company's Current Report on Form 8-KSB filed with
     the Commission on July 1, 1999, and all amendments or reports filed for the
     purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Phyllis
A. Murphy,  President and Chief Executive Officer, Webster City Federal Bancorp,
820 Des Moines Street, Webster City, Iowa 50595-0638, Tel. (515) 832-3071.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

                                        3


<PAGE>



Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations,  and proposed federal regulations define areas for
indemnity coverage for federal MHC subsidiary holding companies, as follows:

     (a) Any  person  against  whom any  action is brought by reason of the fact
     that such person is or was a director or officer of the  institution  shall
     be indemnified by the institution for:

          (i) Reasonable  costs and expenses,  including  reasonable  attorneys'
          fees,  actually  paid or incurred by such  person in  connection  with
          proceedings related to the defense or settlement of such action;

          (ii) Any amount for which such person  becomes liable by reason of any
          judgment in such action;

          (iii) Reasonable costs and expenses,  including reasonable  attorneys'
          fees,  actually  paid or  incurred in any action to enforce his rights
          under this section, if the person attains a final judgment in favor of
          such person in such enforcement action.

     (b) Indemnification  provided for in subparagraph (a) shall be made to such
     officer or director only if the requirements of this subsection are met:

          (i)  The  institution  shall  make  the  indemnification  provided  by
          subparagraph (a) in connection with any such action which results in a
          final judgment on the merits in favor of such officer or director.

          (ii) The  institution  shall  make  the  indemnification  provided  by
          subparagraph (a) in case of settlement of such action,  final judgment
          against  such  director or officer or final  judgment in favor of such
          director  or officer  other than on the merits  except in  relation to
          matters as to which he shall be adjudged  to be liable for  negligence
          or misconduct in the  performance  of duty,  only if a majority of the
          directors  of the  institution  determines  that  such a  director  or
          officer  was  acting  in good  faith  within  what  he was  reasonably
          entitled  to  believe  under  the  circumstances  was the scope of his
          employment  or  authority  and for a purpose  which he was  reasonably
          entitled to believe under the  circumstances  was in the best interest
          of the institution or its members.

     (c) As used in this paragraph:

          (i)   "Action"   means  any   action,   suit  or  other   judicial  or
          administrative  proceeding,  or threatened proceeding,  whether civil,
          criminal,  or otherwise,  including any appeal or other proceeding for
          review;

          (ii) "Court" includes,  without  limitation,  any court to which or in
          which any appeal or any proceeding for review is brought;

          (iii) "Final  Judgment"  means a judgment,  decree,  or order which is
          appealable  and as to which the period for appeal has  expired  and no
          appeal has been taken;

                                        4


<PAGE>



          (iv)  "Settlement"  includes  the entry of a judgment by consent or by
          confession or upon a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  List of Exhibits

Regulation S-B                                      Reference to Prior Filing or
Exhibit Number   Document                           Exhibit No. Attached Hereto
--------------   --------                           ---------------------------

 4               Specimen form of common stock                  *
                 certificate of Webster City Federal
                 Bancorp

 5               Opinion of Luse Lehman Gorman          Attached as Exhibit 5
                 Pomerenk & Schick, P.C.

10               Webster City Federal Savings Bank
                 and WCF Financial, M.H.C.1996 Stock
                 Option Plan                            Attached as Exhibit 10

15               Letter on unaudited interim financial
                 information                                 Not Applicable

23.1             Consent of Luse Lehman Gorman Pomerenk  Contained in Exhibit 5
                 & Schick, P.C.

23.2             Consent of KPMG, LLP                   Attached as Exhibit 23.2

24               Power of Attorney                   Contained on Signature Page


*    Filed as an exhibit to the Company's Current Report on Form 8-KSB (File No.
     0-26577) filed with the Commission on July 1, 1999.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each such post-  effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Stock Option Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration statement relating to the securities

                                        5


<PAGE>



offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6


<PAGE>



                                  EXHIBIT INDEX

Exhibit Number                 Description

    5             Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                  Professional  Corporation  as to the  legality of the
                  Common Stock registered hereby.

   10             Webster City Federal Savings Bank and WCF Financial, M.H.C.
                  1996 Stock Option Plan

  23.1            Consent of Luse Lehman Gorman Pomerenk & Schick,
                  A Professional Corporation (contained in the opinion included
                  as Exhibit 5)

  23.2            Consent of KPMG, LLP








                                        7


<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Webster City, Iowa, on this 18th day of October, 2000.

                                           Webster City Federal Bancorp

                                  By:      /s/Phyllis A. Murphy
                                           -------------------------------------
                                           Phyllis A. Murphy, President and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Webster City Federal Bancorp
(the "Company") hereby severally constitute and appoint Phyllis A. Murphy as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Phyllis A. Murphy may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration  statement on Form S-8 relating
to the offering of the Company's Common Stock, including  specifically,  but not
limited to, power and  authority  to sign for us in our names in the  capacities
indicated below the registration statement and any and all amendments (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Phyllis A. Murphy shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and as of the dates indicated.

Signatures                  Title                              Date


/s/Phyllis A. Murphy        President, Chief Executive         October 18, 2000
-------------------------   Officer and Director
Phyllis A. Murphy           (Principal Executive Officer)


/s/Stephen L. Mourlam       Executive Vice President           October 18, 2000
-------------------------   (Principal Financial and
Stephen L. Mourlam          Accounting Officer)


/s/Ellis S. Swon            Chairman of the Board              October 18, 2000
-------------------------
Ellis S. Swon


/s/Donald I. Newman         Director                           October 18, 2000
-------------------------
Donald I. Newman


<PAGE>







/s/Dennis J. Tasler         Director                           October 18, 2000
-------------------------
Dennis J. Tasler


/s/Dr. Carroll E. Haynes    Director                           October 18, 2000
-------------------------
Dr. Carroll E. Haynes





<PAGE>



                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.


<PAGE>








October 20, 2000


Board of Directors
Webster City Federal Bancorp
820 Des Moines Street
Webster City, Iowa 50595

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  offer  and  sale of  Webster  City  Federal  Bancorp  (the
"Company") common stock, par value $.10 per share (the "Common Stock"), pursuant
to the  Webster  City  Federal  Savings  Bank 1996 Stock  Option  Plan.  We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8,  the Common  Stock,  when sold in
     connection with the exercise of options granted  pursuant to the plan, will
     be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                      Very truly yours,



                                      /s/ Luse Lehman Gorman Pomerenk & Schick
                                      Luse Lehman Gorman Pomerenk & Schick
                                      A Professional Corporation


<PAGE>



                                   EXHIBIT 10

                                STOCK OPTION PLAN


<PAGE>




                        WEBSTER CITY FEDERAL SAVINGS BANK
                            and WCF FINANCIAL, M.H.C.
                             1996 STOCK OPTION PLAN

1.   Purpose

     The purpose of the Webster  City Federal  Savings  Bank and WCF  Financial,
M.H.C.  1996 Stock  Option  Plan (the  "Plan") is to advance  the  interests  of
Webster City Federal Savings Bank (the "Bank") and its shareholders by providing
Employees and Outside  Directors of the Bank and its  affiliates,  including WCF
Financial,  M.H.C., the mutual holding company of the Bank (the "Company"), upon
whose judgment, initiative and efforts the successful conduct of the business of
the Bank and its affiliates  largely  depends,  with an additional  incentive to
perform in a  superior  manner as well as to attract  people of  experience  and
ability to such positions with the Bank and the Company.

2.   Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank or the Company,  as such terms are defined in Section 424(e) or 424(f),
respectively, of the Code.

     "Award"  means an Award of  Nonstatutory  Stock  Options,  Incentive  Stock
Options, and/or Limited Rights granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated  by a  Recipient  to
receive any  benefits  payable  under the Plan in the event of such  Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

     "Board  of  Directors"  means the  Board of  Directors  of the Bank and the
Company, as applicable.

     "Change in Control" means:

     (1)(i) A reorganization,  merger, merger conversion,  consolidation or sale
of all or  substantially  all of the  assets  of the  Bank or the  Company  or a
similar  transaction in which the Bank or Company is not the resulting entity or
the Stock Holding  Company is not the resulting  entity;  (ii)  individuals  who
constitute  the Board of  Directors of the Bank or the Board of Directors of the
Company as of 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-fourths of the directors  composing the Incumbent Board or whose
nomination  for  election by the Bank's or  Company's  stockholders  or members,
respectively,  was  approved  by  the  Nominating  Committee  serving  under  an
Incumbent  Board shall be for purposes of this section  considered  as though he
were a member of the Incumbent  Board;  or (iii) an  acquisition of "control" of
the Bank or the Company as defined by the Home Owners Loan Act, as amended,  and
applicable rules and regulations promulgated thereunder as in effect at the time
of the Change in Control  (collectively,  the "HOLA"), or (iv) an acquisition of
the Bank's stock requiring submission of notice under the Change in Bank Control
Act;

     (2) In the event the Company  converts from the mutual form of organization
to the  stock  form of  organization  in a  Conversion  Transaction  at any time
subsequent to the effective  date of this Plan, a "Change in Control" shall mean
a change in control of the Bank or the Stock  Holding  Company of a nature that:
(i) would be  required  to be  reported  in  response  to Item 1a 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 Stock Holding  Company  within
the  meaning  of the  Bank  Holding  Company  Act  ("BHCA");  or  (iii)  without
limitation,  results in (a) any "person" (as such term is used in Section  13(d)
and 14(d) of

                                      10-1


<PAGE>



the  Exchange  Act)  becoming the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange Act),  directly or  indirectly,  of securities of the Bank or
the  Stock  Holding  Company  representing  25% or more of the  Bank's  or Stock
Holding Company's outstanding  securities ordinarily having the right to vote at
the election of directors,  except for any securities purchased by the Bank's or
the Stock Holding  Company's  employee stock benefit plans; or (b) the Incumbent
Board  ceasing for any reason to  constitute at least a majority of the Board of
Directors  of  the  Bank  or  Stock  Holding  Company;   or  (c)  results  in  a
reorganization,  merger, consolidation,  sale of all or substantially all of the
assets of the Bank or the Stock Holding Company or similar transaction.

     Notwithstanding  anything to the contrary  herein,  the  conversion  of the
Company  to stock  form,  on a stand-  alone  basis,  shall  not be a Change  in
Control.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means the Stock Benefits  Committee (or the equivalent) of the
Board of Directors consisting of at least three Outside Directors of the Bank or
the Company,  and all of whom are and must be "disinterested  directors" as that
term is defined under Rule 16b-3 under the Exchange Act.

     "Common  Stock"  means the  common  stock of the Bank,  par value  $.10 per
share.

     "Company" means WCF Financial, M.H.C.

     "Conversion  Transaction"  means the  conversion  of the  Company  from the
mutual to stock form of  organization  either on a  stand-alone  basis or in the
context of a merger  conversion  with an unrelated  entity,  as  contemplated by
regulations  of the  Office  of  Thrift  Supervision  ("OTS")  or any  successor
thereof.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board of Directors.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an Employee  to perform the work  customarily
assigned  to him.  Additionally,  a medical  doctor  selected or approved by the
Board of Directors  must advise the Committee  that it is either not possible to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be  permanent  during the  remainder  of such  Employee's
lifetime.

     "Employee"  means any person who is  currently  employed by the Bank or the
Company or an Affiliate, including officers.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the National  Association of Securities Dealers Automated  Quotation  ("Nasdaq")
"Small-Cap  Issues" (as published by the Wall Street  Journal,  if published) on
such  date,  or if the Common  Stock was not  traded on such  date,  on the next
preceding day on which the Common Stock was traded;  provided,  however, that if
the Common Stock is not reported on the Nasdaq "Small-Cap  Issues",  Fair Market
Value  shall mean the  average  sale  price of all  shares of Common  Stock sold
during  the 30-day  period  immediately  preceding  the date on which such stock
option was granted,  and if no shares of stock have been sold within such 30-day
period,  the  average  sale price of the last three  sales of Common  Stock sold
during  the 90-day  period  immediately  preceding  the date on which such stock
option was granted.  In the event Fair Market Value cannot be  determined in the
manner  described  above,  then Fair  Market  Value shall be  determined  by the
Committee.  The  Committee  is  authorized,  but is not  required,  to obtain an
independent appraisal to determine the Fair Market Value of the Common Stock.

     "Incentive  Stock  Option"  means an Option  granted by the Committee to an
Employee  Participant,  which Option is designated as an Incentive  Stock Option
pursuant to Section 8.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

                                      10-2


<PAGE>



     "Nonstatutory Stock Option" means an Option granted by the Committee to (i)
an Outside  Director or (ii) to any other  Participant and such option is either
(A) not designated by the Committee as an Incentive  Stock Option,  or (B) fails
to satisfy the requirements of an Incentive Stock Option as set forth in Section
422 of the Code and the regulations thereunder.

     "Normal  Retirement"  means,  for an Employee,  retirement at the normal or
early  retirement date as set forth in the Bank's Employee Stock Ownership Plan,
or any  successor  plan.  For  an  Outside  Director,  Normal  Retirement  means
retirement from service on the Board.

     "Offering"  means the initial  public  offering of the Common  Stock of the
Bank.

     "Option" means an Award granted under Section 7 or Section 8.

     "Outside Director" means a Director who is not also an Employee.

     "Participant"  means an  Outside  Director  or an  Employee  chosen  by the
Committee to participate in the Plan.

     "Reorganization"  means the  reorganization of Webster City Federal Savings
Bank as a  mutual  holding  company  and the  establishment  of the  Bank as its
majority-owned subsidiary.

     "Stock Holding  Company" means the holding  company  resulting from a stock
conversion of the Company in a Conversion Transaction.

     "Termination  for Cause" means the  termination  of  employment  or service
caused  by  the  individual's   personal   dishonesty,   incompetence,   willful
misconduct,  any  breach  of a  fiduciary  duty  involving  personal  profit  or
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease-and-desist  order, or a material breach of a material provision hereof. In
the case of an Outside Director, Termination for Cause means a removal for cause
pursuant to the Bank's Bylaws.

3.   Administration

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

     The Awards of Nonstatutory Options to Outside Directors under Section 7 are
intended to comply with Rule 16b-3 under the Exchange Act.  Notwithstanding  any
term to the contrary appearing herein, unless permitted by Rule 16b-3(c)(2)(ii),
neither the  Committee  nor the Board of Directors  shall have the  authority to
determine  the amount and price of  securities  to be awarded  and/or  timing of
awards under Section 7 to designated directors or categories of directors, which
terms  shall be set forth  herein.  To the extent any  provision  of the Plan or
action  by Plan  administrators  fails to  comply  with  this  Section  3,  such
provision or action shall be deemed null and void to the extent permitted by law
and deemed advisable by the Board of Directors.

4.   Types of Awards

     Awards  under the Plan may be  granted in any one or a  combination  of (a)
Incentive  Stock  Options;  (b)  Non-Statutory  Stock  Options;  and (c) Limited
Rights.

5.   Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  14, the maximum  number of
shares  reserved for issuance  under the Plan is ten percent (10%) of the shares
of Common  Stock of the Bank sold in  connection  with the  Offering  (or 95,000
shares).  The maximum  number of shares  reserved  for  issuance to Employees is
71,250 shares or 75.0% of

                                      10-3


<PAGE>



the shares of Common Stock issued in connection  with the Offering.  The maximum
number of shares reserved for issuance to Outside  Directors is 23,750 shares or
25.0% of the shares of Common Stock issued in connection with the Offering.

         The shares of Common  Stock  represented  by such options may be either
authorized but unissued shares or shares previously issued and reacquired by the
Bank or the Company.  The Company may use  dividends  received  from the Bank to
fund the purchase of shares  necessary to satisfy the exercise of stock options.
To the extent that options  together with any related  rights and Limited Rights
granted under the Plan  terminate,  expire or are cancelled  without having been
exercised or, in the case of Limited  Rights,  without having been exercised for
cash, new Awards may be made with respect to shares underlying such options.

6.   Eligibility

     Employees   shall  be  eligible  to  receive   Incentive   Stock   Options,
Nonstatutory  Stock  Options  and/or  Limited  Rights  under the  Plan.  Outside
Directors  shall not be eligible to receive  Incentive  Stock  Options under the
Plan.  Outside  Directors shall be eligible to receive only  Nonstatutory  Stock
Options and Limited Rights.

7.   Nonstatutory Stock Options

     7.1  Grant of Nonstatutory Stock Options

     (a) Grants to Outside  Directors.  Each Outside  Director who is serving in
such capacity on the effective date of the Plan (the "Effective Date"), shall be
granted Options to purchase 4,750 shares of Common Stock of the Bank, subject to
adjustment  pursuant to Section 14. Each person who becomes an Outside  Director
subsequent to the Effective Date, shall be granted Nonstatutory Stock Options to
purchase  2,375 shares of the Common Stock,  subject to  adjustment  pursuant to
Section 14, to the extent shares remain  available under the Plan.  Nonstatutory
Stock Options granted under the Plan are subject to the terms and conditions set
forth in this Section 7.

     (b)  Grants to  Employees.  The  Committee  may,  from time to time,  grant
Nonstatutory  Stock Options to Employees  and, upon such terms and conditions as
the Committee may determine,  grant  Nonstatutory  Stock Options in exchange for
and upon  surrender of previously  granted  Awards under the Plan.  Nonstatutory
Stock Options granted under the Plan are subject to the terms and conditions set
forth in this Section 7.

     (c) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Employee  specifying the number of shares of
Common Stock that may be acquired through its exercise and containing such other
terms and conditions that are not inconsistent with the terms of this grant. The
maximum number of shares  subject to a  Nonstatutory  Option that may be awarded
under the Plan to any Employee shall be 23,750.

     (d) Price.  The purchase price per share of Common Stock  deliverable  upon
the  exercise of each  Non-statutory  Stock Option  shall be  determined  by the
Committee  on the date the Option is  granted.  Except as provided  below,  such
purchase  price  shall  not be less than  100% of the Fair  Market  Value of the
Common Stock on the date the Option is granted.  The purchase price per share of
Common Stock  deliverable  upon the exercise of each  Nonstatutory  Stock Option
granted in exchange for and upon surrender of previously granted Awards shall be
not less than 85% of the Fair Market  Value of the Common  Stock on the date the
Option is granted,  but in no event may the purchase  price of any  Nonstatutory
Stock  Option be less  than the par value of the  Common  Stock.  Shares  may be
purchased only upon full payment of the purchase price.  Payment of the purchase
price may be made,  in whole or in part,  through the surrender of shares of the
Common Stock at the Fair Market Value of such shares.

     (e)  Manner of  Exercise.  Nonstatutory  Stock  Options  awarded to Outside
Directors shall vest in a Participant at the rate of thirty-three  and one-third
percent (33.3%) per year  commencing  from the date of grant.  The vested Option
may be exercised from time to time, in whole or in part, by delivering a written
notice of exercise to the President or Chief Executive Officer of the Bank. Such
notice is  irrevocable  and must be  accompanied by full payment of the purchase
price in cash or shares of previously  acquired  Common Stock of the Bank at the
Fair Market Value of such shares determined on the exercise date.

                                      10-4


<PAGE>



     (f) Terms of Options.  The term during which each Nonstatutory Stock Option
may be exercised  shall be determined by the Committee,  but in no event shall a
Nonstatutory  Stock Option be exercisable in whole or in part more than 10 years
and one day  from  the  Date of  Grant.  The  Nonstatutory  Options  awarded  to
Employees shall be exercisable in installments,  as determined by the Committee.
The Committee  shall determine the date on which each  installment  shall become
exercisable. The shares comprising each installment may be purchased in whole or
in part at any time after such installment becomes  exercisable.  The Committee,
in its sole discretion,  may accelerate the time at which any Nonstatutory Stock
Option awarded to Employees may be exercised in whole or in part,  provided that
the Committee may not accelerate  the time at which a Nonstatutory  Stock Option
may be exercised due to retirement of such Employee.  Notwithstanding the above,
in the event of a Change in Control, all Nonstatutory Stock Options shall become
immediately exercisable.

     (g)  Termination  of  Employment  or Service.  Upon the  termination  of an
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than Normal Retirement,  Disability,  death, or Termination for
Cause, the Employee's or Outside Director's  Nonstatutory Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  by the
Employee or Outside  Directors at the date of termination  and only for a period
of one year following  termination.  In the event of Termination for Cause,  all
rights under the Nonstatutory  Stock Options shall expire upon  termination.  In
the event of the Normal  Retirement,  death or  Disability  of any  Employee  or
Outside  Director,  all  Nonstatutory  Stock  Options  held by such  Employee or
Outside Director,  whether or not exercisable at such time, shall be exercisable
by such  person  or his  legal  representatives  or  beneficiaries  for one year
following  the date of his death or  cessation  of  employment  or  service,  as
applicable,  due to Disability or Normal  Retirement,  provided that in no event
shall the period extend beyond the expiration of the  Nonstatutory  Stock Option
term.  Notwithstanding  the above,  all  Nonstatutory  Stock  Options  held by a
Participant  whose  employment as an Employee or service as an Outside  Director
terminates  following a Change in Control  shall be deemed earned as of the last
day of  employment  or  service  with  the  Bank or an  Affiliate  and  shall be
exercisable for one year following such termination of employment or service.

8.   Incentive Stock Options

     8.1  Grant of Incentive Stock Options

     The  Committee,  from time to time,  may grant  Incentive  Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Employee  specifying the number of shares of
Common Stock that may be acquired through its exercise and containing such other
terms and conditions that are not inconsistent with the terms of this grant.

     (b) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Incentive  Stock Option shall be not less than 100% of the
Fair Market Value of the Common Stock on the date the Incentive  Stock Option is
granted.  However,  if an Employee  owns stock  possessing  more than 10% of the
total  combined  voting power of all classes of Common  Stock (or under  Section
424(d) of the Code,  is  deemed to own stock  representing  more than 10% of the
total  combined  voting  power  of all  classes  of  stock  of the  Bank  or its
Affiliates by reason of the  ownership of such classes of common stock  directly
or  indirectly,  by or for any  brother,  sister,  spouse,  ancestor  or  lineal
descendant of such Employee or by or for any corporation, partnership, estate or
trust of which such  Employee is a  shareholder,  partner or  beneficiary),  the
purchase price per share of Common Stock  deliverable  upon the exercise of each
Incentive  Stock  Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the date the Incentive  Stock Option is granted.  Shares may
be  purchased  only upon  payment  of the full  purchase  price.  Payment of the
purchase price may be made, in whole or in part, through the surrender of shares
of the Common Stock. If previously  acquired shares of Common Stock are tendered
in payment of all or part of the exercise price,  the value of such shares shall
be determined as of the date of exercise of the Incentive Stock Option.

    (c) Manner of Exercise.  Incentive  Stock  Options  granted under the Stock
Option Plan shall vest in a Participant  at the rate or rates  determined by the
Committee.  The vested Option may be exercised from time to time, in whole or in
part,  by  delivering  a written  notice of exercise to the  President  or Chief
Executive Officer of the Bank,

                                      10-5


<PAGE>



provided, however, that no Options shall be exercisable prior to approval of the
Plan by stockholders. Such notice is irrevocable and must be accompanied by full
payment of the purchase  price in cash or shares of previously  acquired  Common
Stock. If previously  acquired shares of Common Stock are tendered in payment of
all or part of the exercise price, the Fair Market Value of such shares shall be
determined as of the date of such exercise of the Incentive Stock Option.

     (d)  Amount of  Options.  Incentive  Stock  Options  may be  granted to any
Employee in such  amounts as  determined  by the  Committee;  provided  that the
amount  granted  is  consistent  with the  terms  of  Section  422 of the  Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an  Incentive  Stock  Option  awarded  under the Plan to any  Employee  shall be
23,750.  In granting  Incentive Stock Options,  the Committee shall consider the
position and  responsibilities  of the Employee,  the length and value of his or
her service to the Bank, the Company, or the Affiliate, the compensation paid to
the Employee and the Committee's  evaluation of the performance of the Bank, the
Company,  or the Affiliate,  according to measurements  that may include,  among
others, key financial ratios, levels of classified assets, and independent audit
findings.  In the case of an Option  intended to qualify as an  Incentive  Stock
Option,  to the extent  required by Section 422 of the Code,  the aggregate Fair
Market  Value  (determined  as of the time the Option is  granted) of the Common
Stock with respect to which  Incentive Stock Options granted are exercisable for
the first time by the  Participant  during any calendar year (under all plans of
the   Participant's   employer   corporation   and  its  parent  and  subsidiary
corporations)  shall not exceed $100,000.  The provisions of this Section 8.1(d)
shall be construed and applied in accordance with Section 422(d) of the Code and
the regulations, if any, promulgated thereunder.

     (e) Term of Options.  The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an
Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Employee,  at the time an Incentive Stock Option
is granted to him,  owns Common  Stock  representing  more than 10% of the total
combined voting power of the Bank or its Affiliates (or, under Section 424(d) of
the Code, is deemed to own Common Stock  representing more than 10% of the total
combined  voting  power of all such  classes of Common  Stock,  by reason of the
ownership of such classes of Common Stock, directly or indirectly, by or for any
brother,  sister, spouse,  ancestor or lineal descendent of such Employee, or by
or for any corporation, partnership, estate or trust of which such Employee is a
shareholder,  partner or beneficiary), the Incentive Stock Option granted to him
or her shall not be exercisable after the expiration of five years from the Date
of Grant.  No Incentive  Stock  Option  granted  under the Plan is  transferable
except by will or the laws of descent and distribution and is exercisable during
his lifetime only by the Employee to which it is granted.

     The Committee shall determine the date on which each Incentive Stock Option
shall become  exercisable  and may provide that an Incentive  Stock Option shall
become  exercisable in installments.  The shares comprising each installment may
be  purchased  in whole or in part at any time  after such  installment  becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent  with the terms of Section 422 of the Code. The Committee,  in its
sole discretion, may accelerate the time at which any Incentive Stock Option may
be exercised in whole or in part;  provided that it is consistent with the terms
of Section 422 of the Code.  Notwithstanding the above, in the event of a Change
in Control,  all Incentive  Stock Options shall become  immediately  exercisable
unless the Fair Market Value of the amount  exercisable  as a result of a Change
in Control shall exceed $100,000  (determined as of the date of grant).  In such
event, the first $100,000 of Incentive Stock Options  (determined as of the date
of grant) shall be exercisable  as Incentive  Stock Options and any excess shall
be exercisable as Nonstatutory Stock Options.

     (f)  Termination  of  Employment.  Upon the  termination  of an  Employee's
employment for any reason other than Normal  Retirement,  Disability,  Change in
Control,  death,  or Termination  for Cause,  his or her Incentive Stock Options
shall be exercisable only as to those shares that were  immediately  purchasable
by him at the  date of  termination  and  only  for a  period  of  three  months
following  termination.  In the event of Termination for Cause, all rights under
his or her Incentive Stock Options shall expire upon termination.

     In the event of termination of an Employee's  employment due to a Change in
Control,  Normal  Retirement,  death or Disability,  all Incentive Stock Options
held by such  Employee,  whether  or not  exercisable  at such  time,  shall  be
exercisable  by  such  Employee  (or  in  the  event  of his  death,  his  legal
representative  or beneficiary) for one year following the date of his cessation
of employment;  provided,  however,  that, to the extent prohibited by law, such
Options  shall not be eligible for  treatment as Incentive  Stock Options in the
event such Options are exercised more

                                      10-6


<PAGE>



than three months following the Employee's cessation of employment.  In no event
shall the exercise  period extend beyond the  expiration of the Incentive  Stock
Option term.

     (g)  Compliance  with Code.  The Options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  incentive  stock  option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions  of Section 422 of the Code and such failure is not or cannot be
cured, such Option shall be a Nonstatutory Stock Option.

9.   Limited Rights

     9.1  Grant of Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any Option to any  Employee or Outside  Director  with respect to all or some of
the shares  covered by such Option.  Limited  Rights  granted under the Plan are
subject to the following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change of Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation,  or its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

10.  Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death or  Disability,  the  Participant  (or his personal
representative(s),  heir(s),  or  devisee(s))  may, in a form  acceptable to the
Committee, make application to surrender all or part of the Options held by such
Participant  in exchange  for a cash payment from the Bank of an amount equal to
the difference  between the Fair Market Value of the Common Stock on the date of
termination  of  employment  or service and the exercise  price per share of the
Option  on the Date of Grant.  Whether  the Bank  accepts  such  application  or
determines to make payment, in whole or part, is within its sole discretion,  it
being  expressly  understood  that  the  Bank  is  under  no  obligation  to any
Participant  to make such  payments.  In the event  that the Bank  accepts  such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.

                                      10-7


<PAGE>



11.  Rights of a Shareholder; Non-transferability

     A  Participant  shall have no rights as a  shareholder  with respect to any
shares covered by a Non-statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates  to  terminate  his or her services as an Employee or Director at any
time.

     No Award under the Plan shall be transferable by the optionee other than by
will or the laws of descent and  distribution  and may only be exercised  during
his or her lifetime by the Participant, or by a guardian or legal representative
of the Participant.

12.  Agreement with Participants

     Each Award of  Options,  and/or  Limited  Rights  shall be  evidenced  by a
written  agreement,  executed by the  Participant and the Bank or its Affiliates
that  describes the  conditions  for receiving the Awards  including the date of
Award, the purchase price if any,  applicable  periods,  and any other terms and
conditions as may be required by the Board of Directors or applicable securities
law.

13.  Designation of Beneficiary

     A Participant, with the consent of the Committee, may designate a person or
persons to receive, in the event of death, any Option or Limited Rights Award to
which he or she would then be entitled. Such designation will be made upon forms
supplied  by and  delivered  to the Bank and may be  revoked  in  writing.  If a
Participant fails  effectively to designate a Beneficiary,  then his estate will
be deemed to be the Beneficiary.

14.  Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any stock  dividend  or split,  recapitalization,  pro-rata  return of
capital to all shareholders,  merger, consolidation,  spin-off,  reorganization,
combination or exchange of shares,  or other similar  corporate change, or other
increase or decrease in such shares without receipt or payment of consideration,
the Committee  will make such  adjustments  to  previously  granted  Awards,  to
prevent dilution or enlargement of the rights of the Participant,  including any
or all of the following:

     (a)  adjustments in the aggregate  number or kind of shares of Common Stock
     that may be awarded under the Plan;

     (b)  adjustments in the aggregate  number or kind of shares of Common Stock
     covered by Awards already made under the Plan; or

     (c)  subject  to  Section  8.1(b),  adjustments  in the  purchase  price of
     outstanding  Incentive and/or  Nonstatutory  Stock Options,  or any Limited
     Rights attached to such options.

     No such adjustments,  however,  may change materially the value of benefits
available to a Participant under a previously granted Award.

15.  Limitations upon Exercise of Options

     Notwithstanding  any other  provision  of the Plan,  so long as the Company
remains in the mutual form of organization and so long as any applicable statute
or regulation requires the Company to own at least a majority of the outstanding
shares of Common Stock, an Option granted under the Plan may not be exercised if
the exercise of such an Option  would  result in the Company  owning less than a
majority  of the Common  Stock.  Nothing  herein  shall  preclude  the Bank from
issuing additional authorized but unissued shares of Common Stock to the Company
to allow for the exercise of options that would  otherwise  have resulted in the
Company owning less than a majority of the Common Stock.

                                      10-8


<PAGE>



16.  Treatment of Options in the Event of a Conversion Transaction

     In the  event  that the  Company  converts  to stock  form in a  Conversion
Transaction,  any Options outstanding shall, at the option of the holder, (i) be
convertible into Options for common stock of the Stock Holding Company,  or (ii)
if  vested,  be  exercised  by the  holder  prior to the  effective  date of the
Conversion Transaction and the holder shall be entitled to exchange, in the same
manner as other  minority  stockholders  of the Bank, the shares of Common Stock
received  upon such  exercise  for shares of common  stock of the Stock  Holding
Company.  If for any reason such  options are not to be converted or such shares
are not  exchanged,  the holders of Options  under the Plan shall  receive  cash
payment for the shares of Common Stock  represented  by the Options in an amount
equal to the Fair Market Value of the underlying Options or the initial offering
price of the  common  stock of the Stock  Holding  Company  for which the Common
Stock  underlying  the Option would  otherwise be  exchanged,  less the original
exercise  price of such  Options  and,  with  respect to Options  that have been
exercised,  the Stock  Holding  Company shall redeem such shares for cash in the
same manner as such  redemption  would occur for other minority  stockholders of
the Bank. Any exchange,  conversion of Options, or cash payment for shares shall
be subject to  applicable  federal  and state  regulations  and,  if  necessary,
subject to the approval of the appropriate regulatory authorities.

17.  Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the amount of tax  required by any  governmental  authority to be
withheld.

18.  Amendment of the Plan

     The Board of Directors  may at any time,  and from time to time,  modify or
amend the Plan in any respect; provided,  however, that if necessary to continue
to qualify the Plan under the Securities and Exchange Commission Rule 16b-3, the
approval by a majority of the shares of Common Stock represented in person or by
proxy at an annual or special meeting of the Bank shall be required for any such
modification or amendment that:

     (a)  increases  the  maximum  number of shares  for  which  Options  may be
          granted under the Plan (subject, however, to the provisions of Section
          14);

     (b)  reduces the exercise  price at which  Awards may be granted  (subject,
          however, to the provisions of Sections 7, 8, and 14;

     (c)  extends the period  during  which  Options may be granted or exercised
          beyond  the times  originally  prescribed  (subject,  however,  to the
          provisions of Sections 7 and 8; or

     (d)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to subsections (a)
through (d) of this Section 18 by shareholders shall be effective only as to the
specific   amendment  or  modification   requiring  such   ratification.   Other
provisions,  sections, and subsections of the Plan will remain in full force and
effect.

     No such  termination,  modification or amendment may affect the rights of a
Participant under an outstanding Award.

19.  Approval by Stockholders

     The Plan shall be approved by stockholders of the Bank. No Options shall be
granted pursuant to the Plan prior to such stockholder approval.

20.  Effective Date of Plan

     The Plan  shall  become  effective  upon the date  adopted  by the Board of
Directors, following the approval of stockholders.

                                      10-9


<PAGE>



21.  Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years  after the  Effective  Date or the date on which the  exercise of
Options or related rights  equaling the maximum number of shares  reserved under
the Plan occurs as set forth in Section 5. The Board of Directors  has the right
to suspend or terminate the Plan at any time; provided that no such action will,
without  the  consent of a  Participant,  affect  adversely  his rights  under a
previously granted Award.

[Remainder of Page Left Intentionally Blank]


                                      10-10


<PAGE>



22.  Applicable Law

     The Plan will be  administered  in accordance with federal law and the laws
of the State of Iowa.

Adopted April 17, 1996

ATTEST:                                    WEBSTER CITY FEDERAL SAVINGS BANK

___________________________      By:       _____________________________________
Corporate Secretary                        President and Chief Executive Officer



                                           WCF FINANCIAL, M.H.C.

___________________________      By:       ____________________________________
Corporate Secretary                        President and Chief Executive Officer


April 17, 1996

Date Approved by Stockholders

                                      10-11


<PAGE>






















                                  EXHIBIT 23.2

                                 CONSENT OF KPMG


<PAGE>





                          Independent Auditors' Consent


The Board of Directors
Webster City Federal Bancorp

We consent to incorporation  by reference in the Registration  Statement on Form
S-8 of Webster  City  Federal  Bancorp of our report  dated  January  21,  2000,
relating to the consolidated  balance sheets of Webster City Federal Bancorp and
subsidiaries  as of  December  31, 1999 and 1998,  and the related  consolidated
statements of  operations,  stockholders'  equity and cash flows for each of the
years in the three-year  period ended December 31, 1999, which report appears in
the  December  31, 1999 annual  report on Form  10-KSB of Webster  City  Federal
Bancorp.

/s/KPMG, LLP

Des Moines, Iowa
October 16, 2000
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{"company-data": {"conformed-name": "WEBSTER CITY FEDERAL BANCORP", "cik": "0001089830", "assigned-sic": "6770", "irs-number": "421491186", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48334", "film-number": "743443"}, "business-address": {"street1": "820 DES MOINES STREET", "city": "WEBSTER CITY", "state": "IA", "zip": "50595-0638", "phone": "5158323071"}}
Registration No. 333-_____      As filed with the Commission on October 20, 2000

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                    ---------------------------

                              FORM S-8

                        REGISTRATION STATEMENT

                                UNDER

                      THE SECURITIES ACT OF 1933

                      ---------------------------

                      Webster City Federal Bancorp
            (Exact Name of Registrant as Specified in its Charter)

United States                                                        42-1491186
                                                                     ----------
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)

                          820 Des Moines Street
                     Webster City, Iowa 50595-0638
            (Address of Principal Executive Offices and Zip Code)

                        ---------------------------

                  Webster City Federal Savings Bank and
               WCF Financial, M.H.C. 1996 Stock Option Plan

                         (Full Title of the Plan)

                               Copies to:

      Phyllis A. Murphy                            Robert B. Pomerenk, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
  Webster City Federal Bancorp                     A Professional Corporation
    820 Des Moines Street                        5335 Wisconsin Ave., NW, #400
Webster City, Iowa 50595-0638                       Washington, D.C.  20015
       (515) 832-3071                                    (202) 274-2000
 (Name, Address and Telephone
  Number of Agent for Service)

                         ---------------------------

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
Title of Securities          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
Common Stock,
    par value $.10         76,000 shares (2)           $12.75(3)                $969,000                   $270
      per share
    Common Stock,
    par value $.01         19,000 shares (4)            11.25(5)                 213,750                    60
      per share
        Total                95,000 shares                                     $1,182,750                  $330
-------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Webster City Federal Savings Bank and WCF Financial,  M.H.C. 1996 Stock
     Option Plan (the "Stock Option Plan") as the result of a stock split, stock
     dividend or similar  adjustment of the outstanding  Common Stock of Webster
     City Federal Bancorp pursuant to 17 C.F.R. ss. 230.416(a).

(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.

(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).

(4)  Represents  the number of shares  reserved for  issuance for options  which
     have not been granted pursuant to the Stock Option Plan.

(5)  Determined  by  reference  to the fair market  value of the common stock on
     October 19, 2000, pursuant to 17 C.F.R. ss.230.457(c).

                      ------------------------------------

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                        2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of 95,000 shares of
common  stock of Webster  City  Federal  Bancorp  (the  "Company")  reserved for
issuance  and  delivery  upon the  exercise of options  under the  Webster  City
Federal  Savings Bank and WCF  Financial,  M.H.C.  1996 Stock  Option Plan.  The
documents  containing the information  specified in Part I of this Form S-8 have
been or will be sent or  given  to  participants  in the  Stock  Option  Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or  concurrently  filed by the Company
with the Commission are hereby  incorporated  by reference in this  Registration
Statement:

(a)  the Company's  Annual Report on Form 10-KSB for the year ended December 31,
     1999 (File No.  0-26577)  filed  pursuant  to Rule 13a-1 of the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Exchange Act since the end of the year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on April 19, 2000;

(d)  the  description  of the common  stock,  par value  $.10 per share,  of the
     Company  contained in the Company's Current Report on Form 8-KSB filed with
     the Commission on July 1, 1999, and all amendments or reports filed for the
     purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Phyllis
A. Murphy,  President and Chief Executive Officer, Webster City Federal Bancorp,
820 Des Moines Street, Webster City, Iowa 50595-0638, Tel. (515) 832-3071.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

                                        3
Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations,  and proposed federal regulations define areas for
indemnity coverage for federal MHC subsidiary holding companies, as follows:

     (a) Any  person  against  whom any  action is brought by reason of the fact
     that such person is or was a director or officer of the  institution  shall
     be indemnified by the institution for:

          (i) Reasonable  costs and expenses,  including  reasonable  attorneys'
          fees,  actually  paid or incurred by such  person in  connection  with
          proceedings related to the defense or settlement of such action;

          (ii) Any amount for which such person  becomes liable by reason of any
          judgment in such action;

          (iii) Reasonable costs and expenses,  including reasonable  attorneys'
          fees,  actually  paid or  incurred in any action to enforce his rights
          under this section, if the person attains a final judgment in favor of
          such person in such enforcement action.

     (b) Indemnification  provided for in subparagraph (a) shall be made to such
     officer or director only if the requirements of this subsection are met:

          (i)  The  institution  shall  make  the  indemnification  provided  by
          subparagraph (a) in connection with any such action which results in a
          final judgment on the merits in favor of such officer or director.

          (ii) The  institution  shall  make  the  indemnification  provided  by
          subparagraph (a) in case of settlement of such action,  final judgment
          against  such  director or officer or final  judgment in favor of such
          director  or officer  other than on the merits  except in  relation to
          matters as to which he shall be adjudged  to be liable for  negligence
          or misconduct in the  performance  of duty,  only if a majority of the
          directors  of the  institution  determines  that  such a  director  or
          officer  was  acting  in good  faith  within  what  he was  reasonably
          entitled  to  believe  under  the  circumstances  was the scope of his
          employment  or  authority  and for a purpose  which he was  reasonably
          entitled to believe under the  circumstances  was in the best interest
          of the institution or its members.

     (c) As used in this paragraph:

          (i)   "Action"   means  any   action,   suit  or  other   judicial  or
          administrative  proceeding,  or threatened proceeding,  whether civil,
          criminal,  or otherwise,  including any appeal or other proceeding for
          review;

          (ii) "Court" includes,  without  limitation,  any court to which or in
          which any appeal or any proceeding for review is brought;

          (iii) "Final  Judgment"  means a judgment,  decree,  or order which is
          appealable  and as to which the period for appeal has  expired  and no
          appeal has been taken;

                                        4
(iv)  "Settlement"  includes  the entry of a judgment by consent or by
          confession or upon a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  List of Exhibits

Regulation S-B                                      Reference to Prior Filing or
Exhibit Number   Document                           Exhibit No. Attached Hereto
--------------   --------                           ---------------------------

 4               Specimen form of common stock                  *
                 certificate of Webster City Federal
                 Bancorp

 5               Opinion of Luse Lehman Gorman          Attached as Exhibit 5
                 Pomerenk & Schick, P.C.

10               Webster City Federal Savings Bank
                 and WCF Financial, M.H.C.1996 Stock
                 Option Plan                            Attached as Exhibit 10

15               Letter on unaudited interim financial
                 information                                 Not Applicable

23.1             Consent of Luse Lehman Gorman Pomerenk  Contained in Exhibit 5
                 & Schick, P.C.

23.2             Consent of KPMG, LLP                   Attached as Exhibit 23.2

24               Power of Attorney                   Contained on Signature Page

*    Filed as an exhibit to the Company's Current Report on Form 8-KSB (File No.
     0-26577) filed with the Commission on July 1, 1999.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each such post-  effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Stock Option Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration statement relating to the securities

                                        5
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6
EXHIBIT INDEX

Exhibit Number                 Description

    5             Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                  Professional  Corporation  as to the  legality of the
                  Common Stock registered hereby.

   10             Webster City Federal Savings Bank and WCF Financial, M.H.C.
                  1996 Stock Option Plan

  23.1            Consent of Luse Lehman Gorman Pomerenk & Schick,
                  A Professional Corporation (contained in the opinion included
                  as Exhibit 5)

  23.2            Consent of KPMG, LLP

                                        7
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Webster City, Iowa, on this 18th day of October, 2000.

                                           Webster City Federal Bancorp

                                  By:      /s/Phyllis A. Murphy
                                           -------------------------------------
                                           Phyllis A. Murphy, President and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Webster City Federal Bancorp
(the "Company") hereby severally constitute and appoint Phyllis A. Murphy as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Phyllis A. Murphy may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration  statement on Form S-8 relating
to the offering of the Company's Common Stock, including  specifically,  but not
limited to, power and  authority  to sign for us in our names in the  capacities
indicated below the registration statement and any and all amendments (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Phyllis A. Murphy shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and as of the dates indicated.

Signatures                  Title                              Date

/s/Phyllis A. Murphy        President, Chief Executive         October 18, 2000
-------------------------   Officer and Director
Phyllis A. Murphy           (Principal Executive Officer)

/s/Stephen L. Mourlam       Executive Vice President           October 18, 2000
-------------------------   (Principal Financial and
Stephen L. Mourlam          Accounting Officer)

/s/Ellis S. Swon            Chairman of the Board              October 18, 2000
-------------------------
Ellis S. Swon

/s/Donald I. Newman         Director                           October 18, 2000
-------------------------
Donald I. Newman
/s/Dennis J. Tasler         Director                           October 18, 2000
-------------------------
Dennis J. Tasler

/s/Dr. Carroll E. Haynes    Director                           October 18, 2000
-------------------------
Dr. Carroll E. Haynes
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
October 20, 2000

Board of Directors
Webster City Federal Bancorp
820 Des Moines Street
Webster City, Iowa 50595

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  offer  and  sale of  Webster  City  Federal  Bancorp  (the
"Company") common stock, par value $.10 per share (the "Common Stock"), pursuant
to the  Webster  City  Federal  Savings  Bank 1996 Stock  Option  Plan.  We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8,  the Common  Stock,  when sold in
     connection with the exercise of options granted  pursuant to the plan, will
     be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                      Very truly yours,

                                      /s/ Luse Lehman Gorman Pomerenk & Schick
                                      Luse Lehman Gorman Pomerenk & Schick
                                      A Professional Corporation
EXHIBIT 10

                                STOCK OPTION PLAN
WEBSTER CITY FEDERAL SAVINGS BANK
                            and WCF FINANCIAL, M.H.C.
                             1996 STOCK OPTION PLAN

1.   Purpose

     The purpose of the Webster  City Federal  Savings  Bank and WCF  Financial,
M.H.C.  1996 Stock  Option  Plan (the  "Plan") is to advance  the  interests  of
Webster City Federal Savings Bank (the "Bank") and its shareholders by providing
Employees and Outside  Directors of the Bank and its  affiliates,  including WCF
Financial,  M.H.C., the mutual holding company of the Bank (the "Company"), upon
whose judgment, initiative and efforts the successful conduct of the business of
the Bank and its affiliates  largely  depends,  with an additional  incentive to
perform in a  superior  manner as well as to attract  people of  experience  and
ability to such positions with the Bank and the Company.

2.   Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank or the Company,  as such terms are defined in Section 424(e) or 424(f),
respectively, of the Code.

     "Award"  means an Award of  Nonstatutory  Stock  Options,  Incentive  Stock
Options, and/or Limited Rights granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated  by a  Recipient  to
receive any  benefits  payable  under the Plan in the event of such  Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

     "Board  of  Directors"  means the  Board of  Directors  of the Bank and the
Company, as applicable.

     "Change in Control" means:

     (1)(i) A reorganization,  merger, merger conversion,  consolidation or sale
of all or  substantially  all of the  assets  of the  Bank or the  Company  or a
similar  transaction in which the Bank or Company is not the resulting entity or
the Stock Holding  Company is not the resulting  entity;  (ii)  individuals  who
constitute  the Board of  Directors of the Bank or the Board of Directors of the
Company as of 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-fourths of the directors  composing the Incumbent Board or whose
nomination  for  election by the Bank's or  Company's  stockholders  or members,
respectively,  was  approved  by  the  Nominating  Committee  serving  under  an
Incumbent  Board shall be for purposes of this section  considered  as though he
were a member of the Incumbent  Board;  or (iii) an  acquisition of "control" of
the Bank or the Company as defined by the Home Owners Loan Act, as amended,  and
applicable rules and regulations promulgated thereunder as in effect at the time
of the Change in Control  (collectively,  the "HOLA"), or (iv) an acquisition of
the Bank's stock requiring submission of notice under the Change in Bank Control
Act;

     (2) In the event the Company  converts from the mutual form of organization
to the  stock  form of  organization  in a  Conversion  Transaction  at any time
subsequent to the effective  date of this Plan, a "Change in Control" shall mean
a change in control of the Bank or the Stock  Holding  Company of a nature that:
(i) would be  required  to be  reported  in  response  to Item 1a 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 Stock Holding  Company  within
the  meaning  of the  Bank  Holding  Company  Act  ("BHCA");  or  (iii)  without
limitation,  results in (a) any "person" (as such term is used in Section  13(d)
and 14(d) of

                                      10-1
the  Exchange  Act)  becoming the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange Act),  directly or  indirectly,  of securities of the Bank or
the  Stock  Holding  Company  representing  25% or more of the  Bank's  or Stock
Holding Company's outstanding  securities ordinarily having the right to vote at
the election of directors,  except for any securities purchased by the Bank's or
the Stock Holding  Company's  employee stock benefit plans; or (b) the Incumbent
Board  ceasing for any reason to  constitute at least a majority of the Board of
Directors  of  the  Bank  or  Stock  Holding  Company;   or  (c)  results  in  a
reorganization,  merger, consolidation,  sale of all or substantially all of the
assets of the Bank or the Stock Holding Company or similar transaction.

     Notwithstanding  anything to the contrary  herein,  the  conversion  of the
Company  to stock  form,  on a stand-  alone  basis,  shall  not be a Change  in
Control.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means the Stock Benefits  Committee (or the equivalent) of the
Board of Directors consisting of at least three Outside Directors of the Bank or
the Company,  and all of whom are and must be "disinterested  directors" as that
term is defined under Rule 16b-3 under the Exchange Act.

     "Common  Stock"  means the  common  stock of the Bank,  par value  $.10 per
share.

     "Company" means WCF Financial, M.H.C.

     "Conversion  Transaction"  means the  conversion  of the  Company  from the
mutual to stock form of  organization  either on a  stand-alone  basis or in the
context of a merger  conversion  with an unrelated  entity,  as  contemplated by
regulations  of the  Office  of  Thrift  Supervision  ("OTS")  or any  successor
thereof.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board of Directors.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an Employee  to perform the work  customarily
assigned  to him.  Additionally,  a medical  doctor  selected or approved by the
Board of Directors  must advise the Committee  that it is either not possible to
determine when such Disability  will terminate or that it appears  probable that
such  Disability  will be  permanent  during the  remainder  of such  Employee's
lifetime.

     "Employee"  means any person who is  currently  employed by the Bank or the
Company or an Affiliate, including officers.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the National  Association of Securities Dealers Automated  Quotation  ("Nasdaq")
"Small-Cap  Issues" (as published by the Wall Street  Journal,  if published) on
such  date,  or if the Common  Stock was not  traded on such  date,  on the next
preceding day on which the Common Stock was traded;  provided,  however, that if
the Common Stock is not reported on the Nasdaq "Small-Cap  Issues",  Fair Market
Value  shall mean the  average  sale  price of all  shares of Common  Stock sold
during  the 30-day  period  immediately  preceding  the date on which such stock
option was granted,  and if no shares of stock have been sold within such 30-day
period,  the  average  sale price of the last three  sales of Common  Stock sold
during  the 90-day  period  immediately  preceding  the date on which such stock
option was granted.  In the event Fair Market Value cannot be  determined in the
manner  described  above,  then Fair  Market  Value shall be  determined  by the
Committee.  The  Committee  is  authorized,  but is not  required,  to obtain an
independent appraisal to determine the Fair Market Value of the Common Stock.

     "Incentive  Stock  Option"  means an Option  granted by the Committee to an
Employee  Participant,  which Option is designated as an Incentive  Stock Option
pursuant to Section 8.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

                                      10-2
"Nonstatutory Stock Option" means an Option granted by the Committee to (i)
an Outside  Director or (ii) to any other  Participant and such option is either
(A) not designated by the Committee as an Incentive  Stock Option,  or (B) fails
to satisfy the requirements of an Incentive Stock Option as set forth in Section
422 of the Code and the regulations thereunder.

     "Normal  Retirement"  means,  for an Employee,  retirement at the normal or
early  retirement date as set forth in the Bank's Employee Stock Ownership Plan,
or any  successor  plan.  For  an  Outside  Director,  Normal  Retirement  means
retirement from service on the Board.

     "Offering"  means the initial  public  offering of the Common  Stock of the
Bank.

     "Option" means an Award granted under Section 7 or Section 8.

     "Outside Director" means a Director who is not also an Employee.

     "Participant"  means an  Outside  Director  or an  Employee  chosen  by the
Committee to participate in the Plan.

     "Reorganization"  means the  reorganization of Webster City Federal Savings
Bank as a  mutual  holding  company  and the  establishment  of the  Bank as its
majority-owned subsidiary.

     "Stock Holding  Company" means the holding  company  resulting from a stock
conversion of the Company in a Conversion Transaction.

     "Termination  for Cause" means the  termination  of  employment  or service
caused  by  the  individual's   personal   dishonesty,   incompetence,   willful
misconduct,  any  breach  of a  fiduciary  duty  involving  personal  profit  or
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease-and-desist  order, or a material breach of a material provision hereof. In
the case of an Outside Director, Termination for Cause means a removal for cause
pursuant to the Bank's Bylaws.

3.   Administration

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

     The Awards of Nonstatutory Options to Outside Directors under Section 7 are
intended to comply with Rule 16b-3 under the Exchange Act.  Notwithstanding  any
term to the contrary appearing herein, unless permitted by Rule 16b-3(c)(2)(ii),
neither the  Committee  nor the Board of Directors  shall have the  authority to
determine  the amount and price of  securities  to be awarded  and/or  timing of
awards under Section 7 to designated directors or categories of directors, which
terms  shall be set forth  herein.  To the extent any  provision  of the Plan or
action  by Plan  administrators  fails to  comply  with  this  Section  3,  such
provision or action shall be deemed null and void to the extent permitted by law
and deemed advisable by the Board of Directors.

4.   Types of Awards

     Awards  under the Plan may be  granted in any one or a  combination  of (a)
Incentive  Stock  Options;  (b)  Non-Statutory  Stock  Options;  and (c) Limited
Rights.

5.   Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  14, the maximum  number of
shares  reserved for issuance  under the Plan is ten percent (10%) of the shares
of Common  Stock of the Bank sold in  connection  with the  Offering  (or 95,000
shares).  The maximum  number of shares  reserved  for  issuance to Employees is
71,250 shares or 75.0% of

                                      10-3
the shares of Common Stock issued in connection  with the Offering.  The maximum
number of shares reserved for issuance to Outside  Directors is 23,750 shares or
25.0% of the shares of Common Stock issued in connection with the Offering.

         The shares of Common  Stock  represented  by such options may be either
authorized but unissued shares or shares previously issued and reacquired by the
Bank or the Company.  The Company may use  dividends  received  from the Bank to
fund the purchase of shares  necessary to satisfy the exercise of stock options.
To the extent that options  together with any related  rights and Limited Rights
granted under the Plan  terminate,  expire or are cancelled  without having been
exercised or, in the case of Limited  Rights,  without having been exercised for
cash, new Awards may be made with respect to shares underlying such options.

6.   Eligibility

     Employees   shall  be  eligible  to  receive   Incentive   Stock   Options,
Nonstatutory  Stock  Options  and/or  Limited  Rights  under the  Plan.  Outside
Directors  shall not be eligible to receive  Incentive  Stock  Options under the
Plan.  Outside  Directors shall be eligible to receive only  Nonstatutory  Stock
Options and Limited Rights.

7.   Nonstatutory Stock Options

     7.1  Grant of Nonstatutory Stock Options

     (a) Grants to Outside  Directors.  Each Outside  Director who is serving in
such capacity on the effective date of the Plan (the "Effective Date"), shall be
granted Options to purchase 4,750 shares of Common Stock of the Bank, subject to
adjustment  pursuant to Section 14. Each person who becomes an Outside  Director
subsequent to the Effective Date, shall be granted Nonstatutory Stock Options to
purchase  2,375 shares of the Common Stock,  subject to  adjustment  pursuant to
Section 14, to the extent shares remain  available under the Plan.  Nonstatutory
Stock Options granted under the Plan are subject to the terms and conditions set
forth in this Section 7.

     (b)  Grants to  Employees.  The  Committee  may,  from time to time,  grant
Nonstatutory  Stock Options to Employees  and, upon such terms and conditions as
the Committee may determine,  grant  Nonstatutory  Stock Options in exchange for
and upon  surrender of previously  granted  Awards under the Plan.  Nonstatutory
Stock Options granted under the Plan are subject to the terms and conditions set
forth in this Section 7.

     (c) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Employee  specifying the number of shares of
Common Stock that may be acquired through its exercise and containing such other
terms and conditions that are not inconsistent with the terms of this grant. The
maximum number of shares  subject to a  Nonstatutory  Option that may be awarded
under the Plan to any Employee shall be 23,750.

     (d) Price.  The purchase price per share of Common Stock  deliverable  upon
the  exercise of each  Non-statutory  Stock Option  shall be  determined  by the
Committee  on the date the Option is  granted.  Except as provided  below,  such
purchase  price  shall  not be less than  100% of the Fair  Market  Value of the
Common Stock on the date the Option is granted.  The purchase price per share of
Common Stock  deliverable  upon the exercise of each  Nonstatutory  Stock Option
granted in exchange for and upon surrender of previously granted Awards shall be
not less than 85% of the Fair Market  Value of the Common  Stock on the date the
Option is granted,  but in no event may the purchase  price of any  Nonstatutory
Stock  Option be less  than the par value of the  Common  Stock.  Shares  may be
purchased only upon full payment of the purchase price.  Payment of the purchase
price may be made,  in whole or in part,  through the surrender of shares of the
Common Stock at the Fair Market Value of such shares.

     (e)  Manner of  Exercise.  Nonstatutory  Stock  Options  awarded to Outside
Directors shall vest in a Participant at the rate of thirty-three  and one-third
percent (33.3%) per year  commencing  from the date of grant.  The vested Option
may be exercised from time to time, in whole or in part, by delivering a written
notice of exercise to the President or Chief Executive Officer of the Bank. Such
notice is  irrevocable  and must be  accompanied by full payment of the purchase
price in cash or shares of previously  acquired  Common Stock of the Bank at the
Fair Market Value of such shares determined on the exercise date.

                                      10-4
(f) Terms of Options.  The term during which each Nonstatutory Stock Option
may be exercised  shall be determined by the Committee,  but in no event shall a
Nonstatutory  Stock Option be exercisable in whole or in part more than 10 years
and one day  from  the  Date of  Grant.  The  Nonstatutory  Options  awarded  to
Employees shall be exercisable in installments,  as determined by the Committee.
The Committee  shall determine the date on which each  installment  shall become
exercisable. The shares comprising each installment may be purchased in whole or
in part at any time after such installment becomes  exercisable.  The Committee,
in its sole discretion,  may accelerate the time at which any Nonstatutory Stock
Option awarded to Employees may be exercised in whole or in part,  provided that
the Committee may not accelerate  the time at which a Nonstatutory  Stock Option
may be exercised due to retirement of such Employee.  Notwithstanding the above,
in the event of a Change in Control, all Nonstatutory Stock Options shall become
immediately exercisable.

     (g)  Termination  of  Employment  or Service.  Upon the  termination  of an
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than Normal Retirement,  Disability,  death, or Termination for
Cause, the Employee's or Outside Director's  Nonstatutory Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  by the
Employee or Outside  Directors at the date of termination  and only for a period
of one year following  termination.  In the event of Termination for Cause,  all
rights under the Nonstatutory  Stock Options shall expire upon  termination.  In
the event of the Normal  Retirement,  death or  Disability  of any  Employee  or
Outside  Director,  all  Nonstatutory  Stock  Options  held by such  Employee or
Outside Director,  whether or not exercisable at such time, shall be exercisable
by such  person  or his  legal  representatives  or  beneficiaries  for one year
following  the date of his death or  cessation  of  employment  or  service,  as
applicable,  due to Disability or Normal  Retirement,  provided that in no event
shall the period extend beyond the expiration of the  Nonstatutory  Stock Option
term.  Notwithstanding  the above,  all  Nonstatutory  Stock  Options  held by a
Participant  whose  employment as an Employee or service as an Outside  Director
terminates  following a Change in Control  shall be deemed earned as of the last
day of  employment  or  service  with  the  Bank or an  Affiliate  and  shall be
exercisable for one year following such termination of employment or service.

8.   Incentive Stock Options

     8.1  Grant of Incentive Stock Options

     The  Committee,  from time to time,  may grant  Incentive  Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Employee  specifying the number of shares of
Common Stock that may be acquired through its exercise and containing such other
terms and conditions that are not inconsistent with the terms of this grant.

     (b) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Incentive  Stock Option shall be not less than 100% of the
Fair Market Value of the Common Stock on the date the Incentive  Stock Option is
granted.  However,  if an Employee  owns stock  possessing  more than 10% of the
total  combined  voting power of all classes of Common  Stock (or under  Section
424(d) of the Code,  is  deemed to own stock  representing  more than 10% of the
total  combined  voting  power  of all  classes  of  stock  of the  Bank  or its
Affiliates by reason of the  ownership of such classes of common stock  directly
or  indirectly,  by or for any  brother,  sister,  spouse,  ancestor  or  lineal
descendant of such Employee or by or for any corporation, partnership, estate or
trust of which such  Employee is a  shareholder,  partner or  beneficiary),  the
purchase price per share of Common Stock  deliverable  upon the exercise of each
Incentive  Stock  Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the date the Incentive  Stock Option is granted.  Shares may
be  purchased  only upon  payment  of the full  purchase  price.  Payment of the
purchase price may be made, in whole or in part, through the surrender of shares
of the Common Stock. If previously  acquired shares of Common Stock are tendered
in payment of all or part of the exercise price,  the value of such shares shall
be determined as of the date of exercise of the Incentive Stock Option.

    (c) Manner of Exercise.  Incentive  Stock  Options  granted under the Stock
Option Plan shall vest in a Participant  at the rate or rates  determined by the
Committee.  The vested Option may be exercised from time to time, in whole or in
part,  by  delivering  a written  notice of exercise to the  President  or Chief
Executive Officer of the Bank,

                                      10-5
provided, however, that no Options shall be exercisable prior to approval of the
Plan by stockholders. Such notice is irrevocable and must be accompanied by full
payment of the purchase  price in cash or shares of previously  acquired  Common
Stock. If previously  acquired shares of Common Stock are tendered in payment of
all or part of the exercise price, the Fair Market Value of such shares shall be
determined as of the date of such exercise of the Incentive Stock Option.

     (d)  Amount of  Options.  Incentive  Stock  Options  may be  granted to any
Employee in such  amounts as  determined  by the  Committee;  provided  that the
amount  granted  is  consistent  with the  terms  of  Section  422 of the  Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an  Incentive  Stock  Option  awarded  under the Plan to any  Employee  shall be
23,750.  In granting  Incentive Stock Options,  the Committee shall consider the
position and  responsibilities  of the Employee,  the length and value of his or
her service to the Bank, the Company, or the Affiliate, the compensation paid to
the Employee and the Committee's  evaluation of the performance of the Bank, the
Company,  or the Affiliate,  according to measurements  that may include,  among
others, key financial ratios, levels of classified assets, and independent audit
findings.  In the case of an Option  intended to qualify as an  Incentive  Stock
Option,  to the extent  required by Section 422 of the Code,  the aggregate Fair
Market  Value  (determined  as of the time the Option is  granted) of the Common
Stock with respect to which  Incentive Stock Options granted are exercisable for
the first time by the  Participant  during any calendar year (under all plans of
the   Participant's   employer   corporation   and  its  parent  and  subsidiary
corporations)  shall not exceed $100,000.  The provisions of this Section 8.1(d)
shall be construed and applied in accordance with Section 422(d) of the Code and
the regulations, if any, promulgated thereunder.

     (e) Term of Options.  The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an
Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Employee,  at the time an Incentive Stock Option
is granted to him,  owns Common  Stock  representing  more than 10% of the total
combined voting power of the Bank or its Affiliates (or, under Section 424(d) of
the Code, is deemed to own Common Stock  representing more than 10% of the total
combined  voting  power of all such  classes of Common  Stock,  by reason of the
ownership of such classes of Common Stock, directly or indirectly, by or for any
brother,  sister, spouse,  ancestor or lineal descendent of such Employee, or by
or for any corporation, partnership, estate or trust of which such Employee is a
shareholder,  partner or beneficiary), the Incentive Stock Option granted to him
or her shall not be exercisable after the expiration of five years from the Date
of Grant.  No Incentive  Stock  Option  granted  under the Plan is  transferable
except by will or the laws of descent and distribution and is exercisable during
his lifetime only by the Employee to which it is granted.

     The Committee shall determine the date on which each Incentive Stock Option
shall become  exercisable  and may provide that an Incentive  Stock Option shall
become  exercisable in installments.  The shares comprising each installment may
be  purchased  in whole or in part at any time  after such  installment  becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent  with the terms of Section 422 of the Code. The Committee,  in its
sole discretion, may accelerate the time at which any Incentive Stock Option may
be exercised in whole or in part;  provided that it is consistent with the terms
of Section 422 of the Code.  Notwithstanding the above, in the event of a Change
in Control,  all Incentive  Stock Options shall become  immediately  exercisable
unless the Fair Market Value of the amount  exercisable  as a result of a Change
in Control shall exceed $100,000  (determined as of the date of grant).  In such
event, the first $100,000 of Incentive Stock Options  (determined as of the date
of grant) shall be exercisable  as Incentive  Stock Options and any excess shall
be exercisable as Nonstatutory Stock Options.

     (f)  Termination  of  Employment.  Upon the  termination  of an  Employee's
employment for any reason other than Normal  Retirement,  Disability,  Change in
Control,  death,  or Termination  for Cause,  his or her Incentive Stock Options
shall be exercisable only as to those shares that were  immediately  purchasable
by him at the  date of  termination  and  only  for a  period  of  three  months
following  termination.  In the event of Termination for Cause, all rights under
his or her Incentive Stock Options shall expire upon termination.

     In the event of termination of an Employee's  employment due to a Change in
Control,  Normal  Retirement,  death or Disability,  all Incentive Stock Options
held by such  Employee,  whether  or not  exercisable  at such  time,  shall  be
exercisable  by  such  Employee  (or  in  the  event  of his  death,  his  legal
representative  or beneficiary) for one year following the date of his cessation
of employment;  provided,  however,  that, to the extent prohibited by law, such
Options  shall not be eligible for  treatment as Incentive  Stock Options in the
event such Options are exercised more

                                      10-6
than three months following the Employee's cessation of employment.  In no event
shall the exercise  period extend beyond the  expiration of the Incentive  Stock
Option term.

     (g)  Compliance  with Code.  The Options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  incentive  stock  option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions  of Section 422 of the Code and such failure is not or cannot be
cured, such Option shall be a Nonstatutory Stock Option.

9.   Limited Rights

     9.1  Grant of Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any Option to any  Employee or Outside  Director  with respect to all or some of
the shares  covered by such Option.  Limited  Rights  granted under the Plan are
subject to the following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change of Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation,  or its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

10.  Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death or  Disability,  the  Participant  (or his personal
representative(s),  heir(s),  or  devisee(s))  may, in a form  acceptable to the
Committee, make application to surrender all or part of the Options held by such
Participant  in exchange  for a cash payment from the Bank of an amount equal to
the difference  between the Fair Market Value of the Common Stock on the date of
termination  of  employment  or service and the exercise  price per share of the
Option  on the Date of Grant.  Whether  the Bank  accepts  such  application  or
determines to make payment, in whole or part, is within its sole discretion,  it
being  expressly  understood  that  the  Bank  is  under  no  obligation  to any
Participant  to make such  payments.  In the event  that the Bank  accepts  such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.

                                      10-7
11.  Rights of a Shareholder; Non-transferability

     A  Participant  shall have no rights as a  shareholder  with respect to any
shares covered by a Non-statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates  to  terminate  his or her services as an Employee or Director at any
time.

     No Award under the Plan shall be transferable by the optionee other than by
will or the laws of descent and  distribution  and may only be exercised  during
his or her lifetime by the Participant, or by a guardian or legal representative
of the Participant.

12.  Agreement with Participants

     Each Award of  Options,  and/or  Limited  Rights  shall be  evidenced  by a
written  agreement,  executed by the  Participant and the Bank or its Affiliates
that  describes the  conditions  for receiving the Awards  including the date of
Award, the purchase price if any,  applicable  periods,  and any other terms and
conditions as may be required by the Board of Directors or applicable securities
law.

13.  Designation of Beneficiary

     A Participant, with the consent of the Committee, may designate a person or
persons to receive, in the event of death, any Option or Limited Rights Award to
which he or she would then be entitled. Such designation will be made upon forms
supplied  by and  delivered  to the Bank and may be  revoked  in  writing.  If a
Participant fails  effectively to designate a Beneficiary,  then his estate will
be deemed to be the Beneficiary.

14.  Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any stock  dividend  or split,  recapitalization,  pro-rata  return of
capital to all shareholders,  merger, consolidation,  spin-off,  reorganization,
combination or exchange of shares,  or other similar  corporate change, or other
increase or decrease in such shares without receipt or payment of consideration,
the Committee  will make such  adjustments  to  previously  granted  Awards,  to
prevent dilution or enlargement of the rights of the Participant,  including any
or all of the following:

     (a)  adjustments in the aggregate  number or kind of shares of Common Stock
     that may be awarded under the Plan;

     (b)  adjustments in the aggregate  number or kind of shares of Common Stock
     covered by Awards already made under the Plan; or

     (c)  subject  to  Section  8.1(b),  adjustments  in the  purchase  price of
     outstanding  Incentive and/or  Nonstatutory  Stock Options,  or any Limited
     Rights attached to such options.

     No such adjustments,  however,  may change materially the value of benefits
available to a Participant under a previously granted Award.

15.  Limitations upon Exercise of Options

     Notwithstanding  any other  provision  of the Plan,  so long as the Company
remains in the mutual form of organization and so long as any applicable statute
or regulation requires the Company to own at least a majority of the outstanding
shares of Common Stock, an Option granted under the Plan may not be exercised if
the exercise of such an Option  would  result in the Company  owning less than a
majority  of the Common  Stock.  Nothing  herein  shall  preclude  the Bank from
issuing additional authorized but unissued shares of Common Stock to the Company
to allow for the exercise of options that would  otherwise  have resulted in the
Company owning less than a majority of the Common Stock.

                                      10-8
16.  Treatment of Options in the Event of a Conversion Transaction

     In the  event  that the  Company  converts  to stock  form in a  Conversion
Transaction,  any Options outstanding shall, at the option of the holder, (i) be
convertible into Options for common stock of the Stock Holding Company,  or (ii)
if  vested,  be  exercised  by the  holder  prior to the  effective  date of the
Conversion Transaction and the holder shall be entitled to exchange, in the same
manner as other  minority  stockholders  of the Bank, the shares of Common Stock
received  upon such  exercise  for shares of common  stock of the Stock  Holding
Company.  If for any reason such  options are not to be converted or such shares
are not  exchanged,  the holders of Options  under the Plan shall  receive  cash
payment for the shares of Common Stock  represented  by the Options in an amount
equal to the Fair Market Value of the underlying Options or the initial offering
price of the  common  stock of the Stock  Holding  Company  for which the Common
Stock  underlying  the Option would  otherwise be  exchanged,  less the original
exercise  price of such  Options  and,  with  respect to Options  that have been
exercised,  the Stock  Holding  Company shall redeem such shares for cash in the
same manner as such  redemption  would occur for other minority  stockholders of
the Bank. Any exchange,  conversion of Options, or cash payment for shares shall
be subject to  applicable  federal  and state  regulations  and,  if  necessary,
subject to the approval of the appropriate regulatory authorities.

17.  Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the amount of tax  required by any  governmental  authority to be
withheld.

18.  Amendment of the Plan

     The Board of Directors  may at any time,  and from time to time,  modify or
amend the Plan in any respect; provided,  however, that if necessary to continue
to qualify the Plan under the Securities and Exchange Commission Rule 16b-3, the
approval by a majority of the shares of Common Stock represented in person or by
proxy at an annual or special meeting of the Bank shall be required for any such
modification or amendment that:

     (a)  increases  the  maximum  number of shares  for  which  Options  may be
          granted under the Plan (subject, however, to the provisions of Section
          14);

     (b)  reduces the exercise  price at which  Awards may be granted  (subject,
          however, to the provisions of Sections 7, 8, and 14;

     (c)  extends the period  during  which  Options may be granted or exercised
          beyond  the times  originally  prescribed  (subject,  however,  to the
          provisions of Sections 7 and 8; or

     (d)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to subsections (a)
through (d) of this Section 18 by shareholders shall be effective only as to the
specific   amendment  or  modification   requiring  such   ratification.   Other
provisions,  sections, and subsections of the Plan will remain in full force and
effect.

     No such  termination,  modification or amendment may affect the rights of a
Participant under an outstanding Award.

19.  Approval by Stockholders

     The Plan shall be approved by stockholders of the Bank. No Options shall be
granted pursuant to the Plan prior to such stockholder approval.

20.  Effective Date of Plan

     The Plan  shall  become  effective  upon the date  adopted  by the Board of
Directors, following the approval of stockholders.

                                      10-9
21.  Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years  after the  Effective  Date or the date on which the  exercise of
Options or related rights  equaling the maximum number of shares  reserved under
the Plan occurs as set forth in Section 5. The Board of Directors  has the right
to suspend or terminate the Plan at any time; provided that no such action will,
without  the  consent of a  Participant,  affect  adversely  his rights  under a
previously granted Award.

[Remainder of Page Left Intentionally Blank]

                                      10-10
22.  Applicable Law

     The Plan will be  administered  in accordance with federal law and the laws
of the State of Iowa.

Adopted April 17, 1996

ATTEST:                                    WEBSTER CITY FEDERAL SAVINGS BANK

___________________________      By:       _____________________________________
Corporate Secretary                        President and Chief Executive Officer

                                           WCF FINANCIAL, M.H.C.

___________________________      By:       ____________________________________
Corporate Secretary                        President and Chief Executive Officer

April 17, 1996

Date Approved by Stockholders

                                      10-11
EXHIBIT 23.2

                                 CONSENT OF KPMG
Independent Auditors' Consent

The Board of Directors
Webster City Federal Bancorp

We consent to incorporation  by reference in the Registration  Statement on Form
S-8 of Webster  City  Federal  Bancorp of our report  dated  January  21,  2000,
relating to the consolidated  balance sheets of Webster City Federal Bancorp and
subsidiaries  as of  December  31, 1999 and 1998,  and the related  consolidated
statements of  operations,  stockholders'  equity and cash flows for each of the
years in the three-year  period ended December 31, 1999, which report appears in
the  December  31, 1999 annual  report on Form  10-KSB of Webster  City  Federal
Bancorp.

/s/KPMG, LLP

Des Moines, Iowa
October 16, 2000