Exhibit 10.10


CHANGE IN CONTROL
SEVERANCE AGREEMENT


THIS CHANGE IN
CONTROL SEVERANCE AGREEMENT is dated this 25th day of January 2002, among First Federal
Bancshares of Arkansas, Inc., a Texas corporation (the “Corporation”), First
Federal Bank of Arkansas, FA, a federally chartered savings and loan
association (the “Association”), and Allen Ross Mallioux (the “Executive”).  The Corporation and the Association are
collectively referred to as the “Employers”.


WITNESSETH


WHEREAS, the
Executive is presently an officer of each of the Employers;


WHEREAS, the
Employers desire to be ensured of the Executive’s continued active
participation in the business of the Employers; and


WHEREAS, in order
to induce the Executive to remain in the employ of the Employers and in
consideration of the Executive’s agreeing to remain in the employ of the
Employers, the parties desire to specify the severance benefits which shall be
due the Executive in the event that his employment with the Employers is
terminated under specified circumstances;


NOW THEREFORE, in
consideration of the mutual agreements herein contained, and upon the other
terms and conditions hereinafter provided, the parties hereby agree as follows:


1.             Definitions.  The following words and
terms shall have the meanings set forth below for the purposes of this
Agreement:


(a)           Annual Compensation.  The Executive’s “Annual Compensation” for
purposes of this Agreement shall be deemed to mean the average level of
compensation paid to the Executive by the Employers or any subsidiary thereof
during the most recent five taxable years preceding the Date of Termination (or
such shorter period as the Executive was employed), and which was included in
the Executive’s gross income for tax purposes, including but not limited to the
Executive’s salary, bonuses and all other amounts taxable to the Executive
pursuant to any employee benefit plans of the Employers.


(b)           Cause.  Termination of the Executive’s employment for
“Cause” shall mean termination because of personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law,
rule or regulation (other than traffic violations or similar offenses), final
cease-and-desist order or material breach of any provision of this
Agreement.  For purposes of this
paragraph, no act or failure to act on the Executive’s part shall be  considered “willful” unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive’s action or omission was in the best interests of the
Employers.


(c)           Change in Control of the
Corporation.  “Change in
Control of the Corporation” shall mean a change of control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (“Exchange Act”), or any successor thereto, whether or not the
Corporation is registered under the Exchange Act; provided that, without
limitation, such a change in control shall be deemed to have occurred if (i)
any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation’s then
outstanding securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Corporation cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for election by
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of
the period.


(d)                                 Code.  “Code” shall
mean the Internal Revenue Code of 1986, as amended.


(e)           Date of Termination.  “Date of Termination” shall mean (i) if the
Executive’s employment is terminated for Cause, the date on which the Notice of
Termination is given, and (ii) if the Executive’s employment is terminated for
any other reason, the date specified in the Notice of Termination.


(f)            Disability.  Termination by the Employers of the Executive’s
employment based on “Disability shall mean termination because of any physical
or mental impairment which qualifies the Executive for disability benefits
under the applicable long-term disability plan maintained by the Employers or
any subsidiary or, if no such plan applies, which would qualify the Executive
for disability benefits under the Federal Social Security System.


(g)           Good Reason.  Termination
by the Executive of the Executive’s employment for “Good Reason” shall mean
termination by the Executive following a Change in Control of the Corporation
based on:











(i)                     Without the
Executive’s express written consent, the failure to elect or to re-elect or to
appoint or to re-appoint the Executive to the office of Executive Vice
President/Chief Lending Officer/Regional Manager of the Employers or a material
adverse change made by the Employers in the Executive’s functions, duties or
responsibilities as Executive Vice President/Chief Lending Officer/Regional
Manager of the Employers;


(ii)                  Without the
Executive’s express written consent, a material reduction by the Employers in
the Executive’s base salary as the same may be increased from time to time or a
material reduction in the package of fringe benefits provided to the Executive,
taken as a whole;


(iii)               Without the
Executive’s express written consent, the Employers require the Executive to
work in an office which is more than 30 miles from the location of the
Employers’ current principal executive office, except for required travel on
business of the Employers to an extent substantially consistent with the
Executive’s present business travel obligations;


(iv)              Any purported
termination of the Executive’s employment for Disability or Retirement which is
not effected pursuant to a Notice of Termination satisfying the requirements of
paragraph (i) below; or


(v)                 The failure by
the Employers to obtain the assumption of and agreement to perform this
Agreement by any successor as contemplated in Section 6 hereof.


(h)                                 IRS.  IRS shall mean
the Internal Revenue Service.


(i)            Notice of Termination.       Any purported termination of
the Executive’s employment by the Employers for any reason, including without
limitation for Casue, Disability or Retirement, or by the Executive for any
reason, including without limitation for Good Reason, shall be communicated by
written “Notice of Termination” to the other party hereto.  For purposes of this Agreement, a “Notice of
Termination” shall mean a dated notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated,
(iii)  specifies a Date of Termination,
which shall be not less than thirty (30) nor more than ninety (90) days after
such Notice of Termination is given, except in the case of the Employers’
termination of the Executive’s employment for Cause, which shall be effective
immediately; and (iv) is given in the manner specified in Section 7 hereof.


(j)            Retirement.  “Retirement” shall mean voluntary termination
by the Executive in accordance with the Employers’ retirement policies,
including early retirement, generally applicable to the Employers’ salaried
employees.


2.             Benefits
Upon Termination.  If
the Executive’s employment by the Employers shall be terminated subsequent to a
Change in Control of the Corporation by (i) the Employers for other than Cause,
Disability, Retirement or the Executive’s death or (ii) the Executive for Good
Reason, then the Employers shall


(a)  pay to the Executive, in either thirty-six
(36) equal monthly installments beginning with the first business day of the
month following the Date of Termination or in a lump sum as of the Date of
Termination (at the Executive’s election), a cash severance amount equal to
three (3) times the Executive’s Annual Compensation, and


(b) maintain and provide for a period ending at the
earlier of (i) the expiration of the remaining term of this Agreement as of the
Date of Termination or (ii) the date of the Executive’s full-time employment by
another employer (provided that the Executive is entitled under the terms of
such employment to benefits substantially similar to those described in this
subparagraph (b)), at no cost to the Executive, the Executive’s continued
participation in all group insurance, life insurance, health and accident
insurance, disability insurance and other employee benefit plans, programs and
arrangements offered by the Employers in which the Executive was entitled to
participate immediately prior to the Date of Termination (excluding (y) stock
option and restricted stock plans of the Employers and (z) cash incentive
compensation included in Annual Compensation), provided that in the event that the
Executive’s participation in any plan, program or arrangement as provided in
this subparagraph (b) is barred, or during such period any such plan, program
or arrangement is discontinued or the benefits thereunder are materially
reduced, the Employers shall arrange to provide the Executive with benefits
substantially similar to those which the Executive was entitled to receive
under such plans, programs and arrangements immediately prior to the Date of
Termination.


3.             Limitation
of Benefits under Certain Circumstances. 
If the payments and benefits pursuant to Section 2
hereof, either alone or together with other payments and benefits which the
Executive has the right to receive from the Employers, would constitute a “parachute
payment” under Section 280G of the Code, the payments and benefits payable by
the Employers pursuant to Section 2 hereof shall be reduced, in the manner
determined by the Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under Section 2
being non-deductible to either of the Employers pursuant to Section 280G of the
Code and subject to the excise tax imposed under Section 4999 of the Code.  The determination of any reduction in the
payments and benefits to be made











pursuant to Section 2
shall be based upon the opinion of independent tax counsel selected by the
Employers and paid by the Employers. 
Such counsel shall be reasonably acceptable to the Employers and the
Executive; shall promptly prepare the foregoing opinion, but in no event later
than thirty (30) days from the Date of Termination; and may use such actuaries
as such counsel deems necessary or advisable for the purpose.  In the event that the Employers and/or the
Executive do not agree with the opinion of such counsel, (i) the Employers
shall pay to the Executive the maximum amount of payments and benefits pursuant
to Section 2, as selected by the Executive, which such opinion indicates that
there is a high probability do not result in any of such payments and benefits
being non-deductible to the Employers and subject to the imposition of the
excise tax imposed under Section 4999 of the Code and (ii) the Employers may
request, and Executive shall have the right to demand that the Employers
request, a ruling from the IRS as to whether the disputed payments and benefits
pursuant to Section 2 hereof have such consequences.  Any such request for a ruling from the IRS
shall be promptly prepared and filed by the Employers, but in no event later
than thirty (30) days from the date of the opinion of counsel referred to
above, and shall be subject to Executive’s approval prior to filing, which
shall not be unreasonably withheld.  The
Employers and Executive agree to be bound by any ruling received from the IRS
and to make appropriate payments to each other to reflect any such rulings,
together with the interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.  Nothing
contained herein shall result in a reduction of any payments or benefits to which
the Executive may be entitled upon termination of employment under any
circumstances other than as specified in this Section 3, or a reduction in the
payments and benefits specified in Section 2 below zero.


4.                                      Mitigation;
Exclusivity of Benefits.


(a)           The Executive shall not be required
to mitigate the amount of any benefits hereunder by seeking other employment or
otherwise, nor shall the amount of any such benefits be reduced by any
compensation earned by the Executive as a result of employment by another
employer after the Date of Termination or otherwise.


(b)           The specific arrangements referred to
herein are not intended to exclude any other benefits which may be available to
the Executive upon a termination of employment with the Employers pursuant to
employee benefit plans of the Employers or otherwise.


5.             Withholding.  All payments required to be made by the
Employers hereunder to the Executive shall be subject to the withholding of
such amounts, if any, relating to tax and other payroll deductions as the
Employers may reasonably determine should be withheld pursuant to any
applicable law or regulation.


6.             Assignability.  The Employers may assign this Agreement and
their rights and obligations hereunder in whole, but not in part, to any
corporation, bank or other entity with or into which either of the Employers
may hereafter merge or consolidate or to which either of the Employers may
transfer all or substantially all of its respective assets, if in any such case
said corporation, bank or other entity shall by operation of law or expressly
in writing assume all obligations of the Employers hereunder as fully as if it
had been originally made a party hereto, but may not otherwise assign this
Agreement or their rights and obligations hereunder.  The Executive may not assign or transfer this
Agreement or any rights or obligations hereunder.


7.             Notice.  For the purposes of this
Agreement, notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
or mailed by certified or registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below:


	
     

  	
   

  	
  To the Corporation:   

  	
   

  	
  Secretary

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  First Federal Bancshares of Arkansas, Inc.

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  200 West Stephenson

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  P.O. Box 550

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  Harrison, AR 72602

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
  To the Association:   

  	
   

  	
  Secretary

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  First Federal Bank of Arkansas, FA

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  200 West Stephenson

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  P.O. Box 550

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  Harrison, AR 72602

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
  To the Executive:

  	
   

  	
  Allen Ross Mallioux

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  2309 Golden Oaks

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  Fayetteville, AR 72703

  	
   

  	
   

  



 


8.     Amendment;
Waiver.  No provisions
of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive
and such officer or officers as may be specifically designated by the Boards of
Directors of the Employers to sign on their behalf.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.











9.     Governing
Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the United States where applicable and otherwise by the
substantive laws of the State of Arkansas.


10.  Nature
of Employment and Obligations.


(a)  Nothing contained herein shall be deemed to
create other than a terminable at will employment relationship between the
Employers and the Executive, and the Employers may terminate the Executive’s
employment at any time, subject to providing any payments specified herein in
accordance with the terms hereof.


(b) Nothing contained herein shall create or
require the Employers to create a trust of any kind to fund any benefits which
may be payable hereunder, and to the extent that the Executive acquires a right
to receive benefits from the Employers hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Employers.


11.          Term of Agreement.  The term of this Agreement
shall be for three years, commencing on the date of this Agreement and, upon
approval of the Boards of Directors of the Employers, shall extend for an
additional year on each annual anniversary of the date of this Agreement such
that at any time the remaining term of this Agreement and each annual
anniversary thereafter, the Boards of Directors of the Employers shall consider
and review (after taking into account all relevant factors, including the
Executive’s performance) an extension of the term of this Agreement, and the
term shall continue to extend each year if the Boards of Directors approve such
extension unless the Executive gives written notice to the Employers of the
Executive’s election not to extend the term, with such written notice to be
given not less than thirty (30) days prior to any such anniversary date.  If the Boards of Directors of the Employers
elect not to extend the term, they shall give written notice of such decision
to the Executive not less than thirty (30) days prior to any such anniversary
date.  If any party gives timely notice
that the term will not be extended as of any annual anniversary date, then this
Agreement shall terminate at the conclusion of its remaining term.  References herein to the term of this
Agreement shall refer both to the initial term and successive terms.


12.          Headings.  The section headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.


13.          Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, which shall remain in full force and
effect.


14.          Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


15.          Regulatory Prohibition.  Notwithstanding any other provision of this
Agreement to the contrary, any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C.§1828(k)) and
the regulations promulgated thereunder, including 12 C.F.R. Part 359.


16.           Entire Agreement.  This Agreement embodies the entire agreement
between the Employers and the Executive with respect to the matters agreed to
herein.  All prior agreements between the
Employers and the Executive with respect to the matters agreed to herein are
hereby superseded and shall have no force or effect.


IN WITNESS
WHEREOF, this Agreement has been executed as of the date first above written.


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt, President/CEO

  



 


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANK OF ARKANSAS, FA

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt, President/CEO

  



 


	
  

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Allen Ross Mallioux

  
	
   

  	
   

  	
   

  	
   

  	
  Allen Ross Mallioux

  



 


 















AMENDMENT NUMBER
ONE TO THE

CHANGE IN CONTROL SEVERANCE AGREEMENT

DATED JANUARY 25, 2002

BETWEEN

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.,

FIRST FEDERAL BANK OF ARKANSAS, FA

AND ALLEN ROSS MALLIOUX


BY THIS
AMENDMENT, the Change in Control Severance Agreement, dated
January 25, 2002, between First Federal Bancshares of Arkansas, Inc., First
Federal Bank of Arkansas, FA and Allen Ross Mallioux  (herein
referred to as the “Change in Control Severance Agreement”) is hereby amended
as follows, effective as of January 1, 2006;


1.             Section 1(g)(i) of the Change in Control Severance
Agreement is amended in its entirety to read as follows:


(i)            Without the
Executive’s express written consent, the failure to elect or to re-elect or to
appoint or to re-appoint the Executive to the office of President/Western
Division/Chief Lending Officer of the Employers or a material adverse change
made by the Employers in the Executive’s functions, duties or responsibilities
as President/Western Division/Chief Lending Officer of the Employers;


IN WITNESS WHEREOF,
this Amendment has been executed this 3rd day of January,
2006.


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt

  President and Chief Executive Officer

  



 


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANK OF ARKANSAS, FA

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt

  Chairman and Chief Executive Officer

  



 


	
  Witness:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ Allen Ross Mallioux

  
	
   

  	
   

  	
   

  	
   

  	
  Allen Ross Mallioux