Exhibit
10.6


EMPLOYMENT
AGREEMENT


EMPLOYMENT AGREEMENT, dated this
3rd
day of May 1996, between
First Federal Bancshares of Arkansas, Inc., a Texas chartered corporation (the “Corporation”),
First Federal Bank of Arkansas, FA, a federally chartered savings and loan
association and a wholly owned subsidiary of the Corporation (the “Association”),
and Larry J. Brandt (the “Executive”).


WITNESSETH


WHEREAS, the Executive is
presently an officer of the Corporation and the Association (together the “Employers”);
and


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 premises and the mutual agreements herein contained, 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)           Average Annual Compensation.  The Executive’s “Average 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), including Base Salary and
bonuses under any employee benefit plans of the Employers.


(b)           Base Salary.  “Base Salary” shall have the meaning set
forth in Section 3(a) hereof.


(c)           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) or 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 interest of the Employers.


(d)           Change in Control of the
Corporation.  “Change in
Control of the Corporation” shall mean a change in 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.


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


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











(g)           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.


(h)           Good Reason.  Termination by the Executive of the Executive’s
employment for “Good Reason” shall mean termination by the Executive within one
year 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 President-Chief Operating and Managing Officer of
the Employers or a material adverse change made by the Employers in the
Executive’s functions, duties or responsibilities as President-Chief Operating
and Managing Officer 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, except to the extent permitted by
Section 3(b) hereof, 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 Cause, Disability or Retirement which is not effected pursuant
to a Notice of Termination satisfying the requirements of paragraph (j) 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 9 hereof.


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


(j)            Notice of Termination.  Any purported termination of the Executive’s
employment by the Employers for any reason, including without limitation for
Cause, 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 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 Executive’s employment for Cause; and (iv) is given
in the manner specified in Section 10 hereof.


(k)           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.             Term of Employment.


(a)           The Employers hereby employ the
Executive as President-Chief Operating and Managing Officer and Executive
hereby accepts said employment and agrees to render such services to the
Employers on the terms and conditions set forth in this Agreement. Unless
extended as provided in this Section 2, this Agreement shall terminate three
(3) years after the date first above written. 
Prior to the first annual anniversary of the date first above written
and each annual anniversary thereafter, the Boards of Directors of the Employers
shall consider, review (with appropriate corporate documentation thereof, and
after taking into account all relevant factors, including the Executive’s
performance) and, if appropriate, explicitly approve a one-year extension
of the remaining term of this Agreement. 
The term of this Agreement shall continue to extend each year if the
Boards of Directors so approve such extension unless the Executive gives
written notice to the Employers of the Executive’s election not to extend the
term, with such notice to be given not less than thirty (30) days prior to any
such anniversary date.  If the Boards of
Directors 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.


(b)           During the term of this Agreement, the Executive shall
perform such executive services for the Employers as are consistent with his
title of President-Chief Operating and Managing Officer.


3.             Compensation and Benefits.


(a)           The Employers shall compensate and pay Executive for his
services during the term of this Agreement at a minimum base salary of $202,800
per year (“Base Salary”), which may be increased from time to time in such
amounts as may be determined by the Boards of Directors of the Employers.  In addition to his Base Salary, the Executive
shall be entitled to receive during the term of this Agreement such bonus
payments as may be determined by the Boards of Directors of the Employers.


(b)           During the term of the Agreement, Executive shall be
entitled to participate in and receive the benefits of any pension or other
retirement benefit plan, profit sharing, stock option, employee stock
ownership, or other plans, benefits and privileges given to employees and
executives of the Employers, to the extent commensurate with his then duties
and responsibilities, as fixed by the Boards of Directors of the
Employers.  The Employers shall not make
any changes in such plans, benefits or privileges which would adversely affect
Executive’s rights or benefits thereunder, unless such change occurs pursuant
to a program applicable to all executive officers of the Employers and does not
result in a proportionately greater adverse change in the rights of or benefits
to Executive as compared with any other executive officer of the
Employers.  Nothing paid to Executive
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable to Executive
pursuant to Section 3(a) hereof.


(c)           During the term of this Agreement, Executive shall be
entitled to paid annual vacation in accordance with the policies as established
from time to time by the Boards of Directors of the Employers.  Executive shall not be entitled to receive
any additional compensation from the Employers for failure to take a vacation,
nor shall Executive be able to accumulate unused vacation time from one year to
the next, except to the extent authorized by the Boards of Directors of the
Employers.


(d)           During the term of this Agreement, in keeping with past
practices, the Employers shall continue to provide the Executive with the
automobile he presently drives. The Employers shall be responsible and shall
pay for all costs of insurance coverage, repairs, maintenance and other
incidental expenses, including license, fuel and oil.  The Employers shall provide the Executive
with a replacement automobile of a similar type as selected by the Executive at
approximately the time that his present automobile reaches three (3) years of
age and approximately every three (3) years thereafter, upon the same terms and
conditions.


(e)           During the term of this Agreement, in keeping with past
practices, the Employers shall continue to pay the annual membership dues at
the country clubs which the Executive is currently a member of.


(f)            The Employers shall provide continued medical insurance
in the Employers’ health plan for the benefit of the Executive and his spouse
until the Executive shall have attained the age of 70, whether or not the
Executive is employed full time by the Employers, and such insurance shall be
comparable to that which is provided to the Executive as of the date of this
Agreement notwithstanding anything to the contrary in this Agreement and
regardless of whether the Executive is











eligible to participate in the Employers’ health
plan.  In the event of the Executive’s
death before he attains the age of 70, the Employers shall provide the
Executive’s spouse continued medical insurance in the Employers’ health plan
comparable to that which is being provided to the Executive’s spouse at such
time for three years from the date of the Executive’s death.  This Section 3(f) shall not apply if the
Employee is employed full-time by an employer other than the Corporation or the
Association.


(g)           In the event of the Executive’s death during the term of
this Agreement, the Executive’s spouse, estate, legal representative or named
beneficiaries (as directed by the Executive in writing) shall be paid on a
monthly basis the Executive’s Base Salary (as defined in Section 3(a) hereof)
in effect at the time of the Executive’s death for a period of twenty-four (24)
months from the date of the Executive’s death.


(h)           The Executive’s compensation and expenses shall be paid by
the Corporation and the Association in the same proportion as the time and
services actually expended by the Executive on behalf of each respective
Employer.


4.             Expenses.  The
Employers shall reimburse Executive or otherwise provide for or pay for all
reasonable expenses incurred by Executive in furtherance of, or in connection
with the business of the Employers, including, but not by way of limitation,
automobile and traveling expenses, and all reasonable entertainment expenses
(whether incurred at the Executive’s residence, while traveling or otherwise),
subject to such reasonable documentation and other limitations as may be
established by the Boards of Directors of the Employers.  If such expenses are paid in the first
instance by Executive, the Employers shall reimburse the Executive therefor.


5.             Termination.


(a)           The Employers shall have the right, at any time upon prior
Notice of Termination, to terminate the Executive’s employment hereunder for
any reason, including without limitation termination for Cause, Disability or
Retirement, and Executive shall have the right, upon prior Notice of
Termination, to terminate his employment hereunder for any reason.


(b)           In the event that (i) Executive’s employment is terminated
by the Employers for Cause, or (ii) Executive terminates his employment hereunder
other than for Good Reason, Executive shall have no right pursuant to this
Agreement to compensation or other benefits for any period after the applicable
Date of Termination.  In the event that
the Executive’s employment is terminated due to Disability or Retirement, the
Executive’s rights shall be as provided in Section 3(f) hereof.  In the event the Executive’s employment is
terminated due to the Executive’s death, the Executive’s rights shall be as
provided in Section 3(g) hereof.


(c)           In the event that (i) Executive’s employment is terminated
by the Employers for other than Cause, Disability, Retirement or the Executive’s
death or (ii) such employment is terminated by the Executive (a) due to a
material breach of this Agreement by the Employers, which breach has not been
cured within fifteen (15) days after a written notice of non-compliance has
been given by the Executive to the Employers, or (b) for Good Reason, then the
Employers shall, subject to the provisions of Section 6 hereof, if applicable,


(A)          Pay to the Executive, in thirty-six (36) equal monthly
installments beginning with the first business day of the month following the
Date of Termination, a cash severance amount equal to three (3) times the
Executive’s Average Annual Compensation over the most recent five taxable
years, and


(B)           Maintain and provide for a period ending at the earlier of
(i) the expiration of the remaining term of employment pursuant hereto prior to
the Notice 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, disability and other employee benefit plans, programs and
arrangements in which the Executive was entitled to participate immediately
prior to the Date of Termination (other than stock option and restricted stock
plans of the Employers), 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.















6.             Limitation of Benefits under
Certain Circumstances.  If the payments and benefits pursuant to
Section 5 hereof, either alone or together with other payments and benefits
which Executive has the right to receive from the Employers, would constitute a
“parachute payment” under Section 280G of the Code, the payments and benefits
pursuant to Section 5 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 5 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 5
shall be based upon the opinion of independent tax counsel selected by the
Employers’ independent public accountants 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 5, 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 5 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 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 6, or a reduction in the payments and benefits specified in
Section 5 below zero.


7.             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.


8.             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.


9.             Assignability.  The
Employers may assign this Agreement and its rights and obligations hereunder in
whole, but not in part, to any corporation, bank or other entity with or into
which the Employers may hereafter merge or consolidate or to which the
Employers may transfer all or substantially all of its 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 its rights and obligations hereunder.  The Executive may not assign or transfer this
Agreement or any rights or obligations hereunder.


10.          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 Employers:

  	
   

  	
  Board of Directors

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  First Federal
  Bancshares of Arkansas, Inc.

  
	
     

  	
   

  	
     

  	
   

  	
  200 West
  Stephenson Avenue

  
	
     

  	
   

  	
     

  	
   

  	
  Harrison,
  Arkansas 72602-0550

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
  To the Executive:

  	
   

  	
  Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
     

  	
   

  	
  P.O. Box 489

  
	
     

  	
   

  	
     

  	
   

  	
  Harrison,
  Arkansas 72602

  



 


11.          Amendment; Waiver.  No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing 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 its 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.


12.          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.


13.          Nature of Obligations.  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.


14.          Interpretation and Headings.  This
agreement shall be interpreted in order to achieve the purposes for which it
was entered into.  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.


15.          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.


16.          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.


17.          Regulatory Actions.  The
following provisions shall be applicable to the parties to the extent that they
are required to be included in employment agreements between a savings
association and its employees pursuant to Section 563.39(b) of the Regulations
Applicable to all Savings Banks, 12 C.F.R. § 563.39(b), or any successor
thereto, and shall be controlling in the event of a conflict with any other
provision of this Agreement, including without limitation Section 5 hereof.


(a)           If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Employers’ affairs pursuant
to notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal
Deposit Insurance Act (“FDIA”) (12 U.S.C. §§1818(e)(3) and 1818(g)(1)), the
Employers’ obligations under this Agreement shall be suspended as of the date
of service, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed,
the Employers may, in their discretion: 
(i) pay Executive all or part of the compensation withheld while its
obligations under this Agreement were suspended, and (ii) reinstate (in whole
or in part) any of its obligations which were suspended.


(b)           If Executive is removed from office and/or permanently
prohibited from participating in the conduct of the Employers’ affairs by an
order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C.
§§1818(e)(4) and (g)(1)), all obligations of the Employers under this Agreement
shall terminate as of the effective date of the order, but vested rights of the
Executive and the Employers as of the date of termination shall not be
affected.


(c)           If the Association is in default, as defined in Section
3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1)), all obligations under this
Agreement shall terminate as of the date of default, but vested rights of the
Executive and the Employers as of the date of termination shall not be
affected.











(d)           All obligations under this Agreement shall be terminated
pursuant to 12 C.F.R. §563.39(b)(5) (except to the extent that it is determined
that continuation of the Agreement for the continued operation of the Employers
is necessary): (i) by the Director of the Office of Thrift Supervision (“OTS”),
or his or her designee, at the time the Federal Deposit Insurance Corporation (“FDIC”)
or Resolution Trust Corporation enters into an agreement to provide assistance
to or on behalf of the Association under the authority contained in Section
13(c) of the FDIA (12 U.S.C. §1823(c)); or (ii) by the Director of the OTS, or
his or her designee, at the time the Director or his or her designee approves a
supervisory merger to resolve problems related to operation of the Association
or when the Association is determined by the Director of the OTS to be in an
unsafe or unsound condition, but vested rights of the Executive and the
Employers as of the date of termination shall not be affected.


18.          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
FDIA (12 U.S.C. §1828(k)) and any regulations promulgated thereunder.


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


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Frank L. Coffman, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Frank L. Coffman, Jr.

  Chairman and Chief Executive Officer

  



 


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANK OF ARKANSAS, FA

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Frank L. Coffman, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Frank L. Coffman, Jr.

  Chairman and Chief Executive Officer

  



 


	
  

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt

  



 















AMENDMENT OF
EMPLOYMENT AGREEMENT

DATED MAY 3, 1996


The definition of
Average Annual Compensation as detailed in the Employment Agreement dated May
3, 1996, between First Federal Bancshares of Arkansas, Inc., a Texas chartered
corporation (the “Corporation”), First Federal Bank of Arkansas, FA, a
federally chartered savings and loan association and a wholly owned subsidiary
of the Corporation (the “Association”), and Larry J. Brandt (the “Executive) is
amended to read as follows:


     (a) 
Average Annual Compensation.  The
Executive’s “Average 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 Base Salary, bonuses, director’s
fees, if applicable, and all other amounts taxable to the Executive pursuant to
any employee benefit plans of the Employers.


IN WITNESS
WHEREOF, this Agreement has been executed as of July 22, 1998.


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Frank L. Coffman, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Frank L. Coffman, Jr.

  Chairman and Chief Executive Officer

  



 


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANK OF ARKANSAS, FA

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Frank L. Coffman, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Frank L. Coffman, Jr.

  Chairman and Chief Executive Officer

  



 


	
  Witness:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt

  



 















AMENDMENT NUMBER
TWO TO THE

EMPLOYMENT AGREEMENT

DATED MAY 3, 1996

BETWEEN

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.,

FIRST FEDERAL BANK OF ARKANSAS, FA

AND LARRY J. BRANDT


BY THIS
AMENDMENT, the Employment Agreement, dated May 3, 1996,
between First Federal Bancshares of Arkansas, 
Inc., First Federal Bank of Arkansas, FA and Larry J. Brandt  (herein referred to as the “Employment Agreement”) is
hereby amended as follows, effective as of April 27, 2000;


1.             Section 3(g) of the Employment Agreement is amended in
its entirety to read as follows:


(g)           In the event of the
Executive’s death during the term of this Agreement, the Executive’s spouse,
estate, legal representative or named beneficiaries (as directed by the
Executive in writing) shall be paid on a monthly basis the Executive’s Base
Salary (as defined in Section 3(a) hereof) in effect at the time of the
Executive’s death for a period of twelve (12) months from the date of the
Executive’s death.


IN WITNESS WHEREOF,
this Amendment has been executed this 27th day of April, 2000.


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Frank L. Coffman, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Frank L. Coffman, Jr.

  Chairman and Chief Executive Officer

  



 


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANK OF ARKANSAS, FA

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Frank L. Coffman, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Frank L. Coffman, Jr.

  Chairman and Chief Executive Officer

  



 


	
  Witness:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  /s/ Carolyn M.
  Thomason

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt

  



 















AMENDMENT NUMBER
THREE TO THE

EMPLOYMENT AGREEMENT

DATED MAY 3, 1996

BETWEEN

FIRST FEDERAL BANCSHARES OF ARKANSAS, 
INC.,

FIRST FEDERAL BANK OF ARKANSAS, FA

AND LARRY J. BRANDT


BY THIS
AMENDMENT, the Employment Agreement, dated May 3, 1996,
between First Federal Bancshares of Arkansas, 
Inc., First Federal Bank of Arkansas, FA and Larry J. Brandt  (herein referred to as the “Employment Agreement”) is
hereby amended as follows, effective as of April 25, 2002;


1.         Sections
1(h)(i), 2(a) and 2(b) of the Employment Agreement are amended to replace “President-Chief
Operating Officer and Managing Officer” with President, Chief Executive Officer
and Managing Officer.”


IN WITNESS WHEREOF,
this Amendment has been executed this 25th day of April, 2002.


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ John Paul Hammerschmidt

  
	
   

  	
   

  	
   

  	
   

  	
  John Paul Hammerschmidt

  Chairman of the Board

  



 


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANK OF ARKANSAS, FA

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ John Paul Hammerschmidt

  
	
   

  	
   

  	
   

  	
   

  	
  John Paul Hammerschmidt

  Chairman of the Board

  



 


	
  Witness:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  /s/ Tommy
  Richardson

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt

  



 















AMENDMENT NUMBER
FOUR TO THE

EMPLOYMENT AGREEMENT

DATED MAY 3, 1996

BETWEEN

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.,

FIRST FEDERAL BANK OF ARKANSAS, FA

AND LARRY J. BRANDT


BY THIS
AMENDMENT, the Employment Agreement, dated May 3, 1996,
between First Federal Bancshares of Arkansas, Inc., First Federal Bank of
Arkansas, FA and Larry J. Brandt  (herein
referred to as the “Employment Agreement”) is hereby amended as follows,
effective as of January 24, 2006;


1.         Sections
1(h)(i), 2(a) and 2(b) of the Employment Agreement are amended as follows:  the Executive will now hold the office of “President-Chief
Executive Officer” for First Federal Bancshares of Arkansas, Inc. and “Chairman
of the Board of Directors and Chief Executive Officer” for First Federal Bank
of Arkansas, FA.


IN WITNESS WHEREOF,
this Amendment has been executed this 24th day of January,
2006.


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Brenda Jackson

  	
   

  	
  By:

  	
   

  	
  /s/ John Paul Hammerschmidt

  
	
   

  	
   

  	
   

  	
   

  	
  John Paul Hammerschmidt

  Chairman of the Board

  



 


	
  Attest:

  	
   

  	
  FIRST FEDERAL BANK OF ARKANSAS, FA

  
	
   

  	
   

  	
   

  
	
  /s/ Brenda Jackson

  	
   

  	
  By:

  	
   

  	
  /s/ John Paul Hammerschmidt

  
	
   

  	
   

  	
   

  	
   

  	
  John Paul Hammerschmidt

  Senior Chairman of the Board

  



 


	
  Witness:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  /s/ Brenda Jackson

  	
   

  	
  By:

  	
   

  	
  /s/ Larry J. Brandt

  
	
   

  	
   

  	
   

  	
   

  	
  Larry J. Brandt