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EXHIBIT 99.3



                         FIRST FEDERAL BANCSHARES, INC.

                   NOMINATION AND GOVERNANCE COMMITTEE CHARTER

MISSION

The Nomination and Governance Committee (the "Committee") is responsible for
identifying individuals qualified to become Board members and recommending to
the Board the director nominees for election at the next annual meeting of
stockholders. It leads the Board in its annual review of the Board's performance
and recommends to the Board director candidates for each committee for
appointment by the Board.

The Committee takes a leadership role in shaping corporate governance policies
and practices including recommending to the Board the Corporate Governance
Guidelines applicable to the Company and monitoring Company compliance with
those policies and Guidelines.

MEMBERSHIP

The members of the Committee shall meet the independence requirements of the
Nasdaq National Market listing standards and any other applicable laws, rules
and regulations governing independence, as determined by the Board. Members of
the Committee and the Committee Chair shall be appointed by the Board on the
recommendation of the Committee.

DUTIES AND RESPONSIBILITIES RELATING TO NOMINATIONS

The Committee shall have the following duties and responsibilities relating to
nominations:

o     Review the appropriateness of the size of the Board relative to its
      various responsibilities. Review the overall composition of the Board,
      taking into consideration such factors as business experience and specific
      areas of expertise of each Board member, and make recommendations to the
      Board as necessary.

o     Consider criteria for identifying and selecting individuals who may be
      nominated for election to the Board, which shall reflect at a minimum all
      applicable laws, rules, regulations and listing standards, including a
      potential candidate's experience, areas of expertise, familiarity with the
      Company's market area and other factors relative to the overall
      composition of the Board.

o     Recommend to the Board the slate of nominees for election to the Board at
      the Company's annual meeting of stockholders.

o     As the need arises to fill vacancies, actively seek individuals qualified
      to become Board members for recommendation to the Board.



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o     Consider unsolicited nominations for Board membership in accordance with
      guidelines developed by the Committee.

o     Periodically review and recommend to the Board the compensation structure
      for non-employee directors for Board and committee service.

DUTIES AND RESPONSIBILITIES RELATING TO CORPORATE GOVERNANCE

The Committee shall have the following duties and responsibilities relating to
corporate governance:

o     Review and assess the adequacy of the Company's policies and practices on
      corporate governance, including the Corporate Governance Guidelines of the
      Company, and recommend any proposed changes to the Board for approval.

o     Review and assess the adequacy of the Company's Code of Ethics and
      Business Conduct and other internal policies and guidelines and monitor
      that the principles described therein are being incorporated into the
      Company's culture and business practices.

o     Review the Company's business practices, particularly as they relate to
      preserving the good reputation of the Company.

o     Recommend to the Board the number, identity and responsibilities of Board
      committees and the Chair and members of each committee. This shall include
      advising the Board on committee appointments and removal from committees
      or from the Board, rotation of committee members and Chairs and committee
      structure and operations.

o     Review the adequacy of the charters adopted by each committee of the
      Board, and recommend changes as necessary.

o     Periodically assess the effectiveness of the Board of Directors in meeting
      its responsibilities and representing the long-term interests of
      stockholders.

o     Report annually to the Board with an assessment of the Board's performance
      and the performance of the Board committees, to be discussed with the full
      Board following the end of each fiscal year.

o     Review adherence by directors to corporate guidelines regarding
      transactions with the Company.

o     Monitor the orientation and continuing education programs for directors.


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o     Conduct an annual review of the Committee's performance, periodically
      assess the adequacy of its charter and recommend changes to the Board as
      needed.

o     Regularly report to the Board on the Committee's activities.

o     Obtain advice and assistance, as needed, from internal or external legal,
      accounting, search firms or other advisors, including the retention,
      termination and negotiation of terms and conditions of the assignment.

o     Delegate responsibility to subcommittees of the Committee as necessary or
      appropriate.




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