**Exhibit10.6**

**EMPLOYMENTAGREEMENT**

EMPLOYMENT AGREEMENT, dated this3rdday of May 1996, betweenFirst Federal Bancshares of Arkansas, Inc., a Texas chartered corporation (the “Corporation”),First Federal Bank of Arkansas, FA, a federally chartered savings and loanassociation and a wholly owned subsidiary of the Corporation (the “Association”),and Larry J. Brandt (the “Executive”).

**WITNESSETH**

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

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

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

NOW THEREFORE, in considerationof the premises and the mutual agreements herein contained, the parties herebyagree as follows:

**1.             Definitions.**  Thefollowing words and terms shall have the meanings set forth below for thepurposes 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 ofcompensation paid to the Executive by the Employers or any subsidiary thereofduring the most recent five taxable years preceding the Date of Termination (orsuch shorter period as the Executive was employed), including Base Salary andbonuses under any employee benefit plans of the Employers.

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

(c)**           Cause.**Termination of the Executive’s employment for “Cause” shall mean terminationbecause of personal dishonesty, incompetence, willful misconduct, breach offiduciary duty involving personal profit, intentional failure to perform statedduties, willful violation of any law, rule or regulation (other than trafficviolations or similar offenses) or final cease-and-desist order or materialbreach of any provision of this Agreement. For purposes of this paragraph, no act or failure to act on the Executive’spart shall be considered “willful” unless done, or omitted to be done, by theExecutive not in good faith and without reasonable belief that the Executive’saction or omission was in the best interest of the Employers.

(d)**           Change in Control of theCorporation.**  “Change inControl of the Corporation” shall mean a change in control of a nature thatwould be required to be reported in response to Item 6(e) of Schedule 14A ofRegulation 14A promulgated under the Securities Exchange Act of 1934, as amended(“Exchange Act”), or any successor thereto, whether or not the Corporation isregistered under the Exchange Act; provided that, without limitation, such achange in control shall be deemed to have occurred if (i) any “person” (as suchterm 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% ormore of the combined voting power of the Corporation’s then outstandingsecurities; or (ii) during any period of two consecutive years, individuals whoat the beginning of such period constitute the Board of Directors of theCorporation cease for any reason to constitute at least a majority thereof unlessthe election, or the nomination for election by stockholders, of each newdirector was approved by a vote of at least two-thirds of the directorsthen still in office who were directors at the beginning of the period.

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

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

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(g)**           Disability.**  Termination by the Employers of the Executive’semployment based on “Disability” shall mean termination because of any physicalor mental impairment which qualifies the Executive for disability benefitsunder the applicable long-term disability plan maintained by the Employers orany subsidiary or, if no such plan applies, which would qualify the Executivefor disability benefits under the Federal Social Security System.

(h)**           Good Reason.**  Termination by the Executive of the Executive’semployment for “Good Reason” shall mean termination by the Executive within oneyear 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 theExecutive to the office of President-Chief Operating and Managing Officer ofthe Employers or a material adverse change made by the Employers in theExecutive’s functions, duties or responsibilities as President-Chief Operatingand 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 thesame may be increased from time to time or, except to the extent permitted bySection 3(b) hereof, a material reduction in the package of fringe benefitsprovided to the Executive, taken as a whole;

(iii)                       Without the Executive’s express written consent, the Employers requirethe Executive to work in an office which is more than 30 miles from thelocation of the Employers’ current principal executive office, except forrequired travel on business of the Employers to an extent substantiallyconsistent with the Executive’s present business travel obligations;

(iv)                      Any purported termination of the Executive’semployment for Cause, Disability or Retirement which is not effected pursuantto a Notice of Termination satisfying the requirements of paragraph (j) below;or

(v)                         The failure by the Employers to obtain theassumption of and agreement to perform this Agreement by any successor ascontemplated in Section 9 hereof.

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

(j)**            Notice of Termination.**  Any purported termination of the Executive’semployment by the Employers for any reason, including without limitation forCause, Disability or Retirement, or by the Executive for any reason, includingwithout limitation for Good Reason, shall be communicated by written “Notice ofTermination” to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean adated notice which (i) indicates the specific termination provision in thisAgreement relied upon, (ii) sets forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated, (iii) specifies a Date ofTermination, 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 theEmployers’ termination of Executive’s employment for Cause; and (iv) is givenin the manner specified in Section 10 hereof.

(k)**           Retirement.**  “Retirement” shall mean voluntary terminationby the Executive in accordance with the Employers’ retirement policies,including early retirement, generally applicable to the Employers’ salariedemployees.

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**2.             Term of Employment.**

(a)           The Employers hereby employ theExecutive as President-Chief Operating and Managing Officer and Executivehereby accepts said employment and agrees to render such services to theEmployers on the terms and conditions set forth in this Agreement. Unlessextended 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 writtenand each annual anniversary thereafter, the Boards of Directors of the Employersshall consider, review (with appropriate corporate documentation thereof, andafter taking into account all relevant factors, including the Executive’sperformance) and, if appropriate, explicitly approve a one-year extensionof the remaining term of this Agreement. The term of this Agreement shall continue to extend each year if theBoards of Directors so approve such extension unless the Executive giveswritten notice to the Employers of the Executive’s election not to extend theterm, with such notice to be given not less than thirty (30) days prior to anysuch anniversary date.  If the Boards ofDirectors elect not to extend the term, they shall give written notice of suchdecision to the Executive not less than thirty (30) days prior to any such anniversarydate.  If any party gives timely noticethat the term will not be extended as of any annual anniversary date, then thisAgreement shall terminate at the conclusion of its remaining term.  References herein to the term of thisAgreement shall refer both to the initial term and successive terms.

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

**3.             Compensation and Benefits.**

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

(b)           During the term of the Agreement, Executive shall beentitled to participate in and receive the benefits of any pension or otherretirement benefit plan, profit sharing, stock option, employee stockownership, or other plans, benefits and privileges given to employees andexecutives of the Employers, to the extent commensurate with his then dutiesand responsibilities, as fixed by the Boards of Directors of theEmployers.  The Employers shall not makeany changes in such plans, benefits or privileges which would adversely affectExecutive’s rights or benefits thereunder, unless such change occurs pursuantto a program applicable to all executive officers of the Employers and does notresult in a proportionately greater adverse change in the rights of or benefitsto Executive as compared with any other executive officer of theEmployers.  Nothing paid to Executiveunder any plan or arrangement presently in effect or made available in thefuture shall be deemed to be in lieu of the salary payable to Executivepursuant to Section 3(a) hereof.

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

(d)           During the term of this Agreement, in keeping with pastpractices, the Employers shall continue to provide the Executive with theautomobile he presently drives. The Employers shall be responsible and shallpay for all costs of insurance coverage, repairs, maintenance and otherincidental expenses, including license, fuel and oil.  The Employers shall provide the Executivewith a replacement automobile of a similar type as selected by the Executive atapproximately the time that his present automobile reaches three (3) years ofage and approximately every three (3) years thereafter, upon the same terms andconditions.

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

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

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

(g)           In the event of the Executive’s death during the term ofthis Agreement, the Executive’s spouse, estate, legal representative or namedbeneficiaries (as directed by the Executive in writing) shall be paid on amonthly 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 bythe Corporation and the Association in the same proportion as the time andservices actually expended by the Executive on behalf of each respectiveEmployer.

**4.             Expenses.**  TheEmployers shall reimburse Executive or otherwise provide for or pay for allreasonable expenses incurred by Executive in furtherance of, or in connectionwith 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 beestablished by the Boards of Directors of the Employers.  If such expenses are paid in the firstinstance by Executive, the Employers shall reimburse the Executive therefor.

**5.             Termination.**

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

(b)           In the event that (i) Executive’s employment is terminatedby the Employers for Cause, or (ii) Executive terminates his employment hereunderother than for Good Reason, Executive shall have no right pursuant to thisAgreement to compensation or other benefits for any period after the applicableDate of Termination.  In the event thatthe Executive’s employment is terminated due to Disability or Retirement, theExecutive’s rights shall be as provided in Section 3(f) hereof.  In the event the Executive’s employment isterminated due to the Executive’s death, the Executive’s rights shall be asprovided in Section 3(g) hereof.

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

(A)          Pay to the Executive, in thirty-six (36) equal monthlyinstallments beginning with the first business day of the month following theDate of Termination, a cash severance amount equal to three (3) times theExecutive’s Average Annual Compensation over the most recent five taxableyears, 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 tothe Notice of Termination or (ii) the date of the Executive’s full-timeemployment by another employer (provided that the Executive is entitled underthe terms of such employment to benefits substantially similar to thosedescribed in this subparagraph (B)), at no cost to the Executive, the Executive’scontinued participation in all group insurance, life insurance, health andaccident, disability and other employee benefit plans, programs andarrangements in which the Executive was entitled to participate immediatelyprior to the Date of Termination (other than stock option and restricted stockplans of the Employers), provided that in the event that the Executive’sparticipation in any plan, program or arrangement as provided in thissubparagraph (B) is barred or during such period any such plan, program orarrangement is discontinued or the benefits thereunder are materially reduced,the Employers shall arrange to provide the Executive with benefitssubstantially similar to those which the Executive was entitled to receiveunder such plans, programs and arrangements immediately prior to the Date ofTermination.

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**6.             Limitation of Benefits underCertain Circumstances.**  If the payments and benefits pursuant toSection 5 hereof, either alone or together with other payments and benefitswhich Executive has the right to receive from the Employers, would constitute a“parachute payment” under Section 280G of the Code, the payments and benefitspursuant to Section 5 hereof shall be reduced, in the manner determined by theExecutive,  by the amount, if any, whichis the minimum necessary to result in no portion of the payments and benefitsunder Section 5 being non-deductible to either of the Employers pursuantto Section 280G of the Code and subject to the excise tax imposed under Section4999 of the Code.  The determination ofany reduction in the payments and benefits to be made pursuant to Section 5shall be based upon the opinion of independent tax counsel selected by theEmployers’ independent public accountants and paid by the Employers.  Such counsel shall be reasonably acceptableto the Employers and the Executive; shall promptly prepare the foregoingopinion, but in no event later than thirty (30) days from the Date ofTermination; and may use such actuaries as such counsel deems necessary oradvisable for the purpose.  In the eventthat the Employers and/or the Executive do not agree with the opinion of suchcounsel, (i) the Employers shall pay to the Executive the maximum amount ofpayments and benefits pursuant to Section 5, as selected by the Executive,which such opinion indicates that there is a high probability do not result inany of such payments and benefits being non-deductible to the Employersand subject to the imposition of the excise tax imposed under Section 4999 ofthe Code and (ii) the Employers may request, and Executive shall have the rightto demand that the Employers request, a ruling from the IRS as to whether thedisputed payments and benefits pursuant to Section 5 hereof have suchconsequences.  Any such request for aruling from the IRS shall be promptly prepared and filed by the Employers, butin no event later than thirty (30) days from the date of the opinion of counselreferred to above, and shall be subject to Executive’s approval prior tofiling, which shall not be unreasonably withheld.  The Employers and Executive agree to be boundby any ruling received from the IRS and to make appropriate payments to eachother to reflect any such rulings, together with interest at the applicablefederal rate provided for in Section 7872(f)(2) of the Code.  Nothing contained herein shall result in areduction of any payments or benefits to which the Executive may be entitledupon termination of employment under any circumstances other than as specifiedin this Section 6, or a reduction in the payments and benefits specified inSection 5 below zero.

**7.             Mitigation; Exclusivity ofBenefits.**

(a)           The Executive shall not be requiredto mitigate the amount of any benefits hereunder by seeking other employment orotherwise, nor shall the amount of any such benefits be reduced by anycompensation earned by the Executive as a result of employment by anotheremployer after the Date of Termination or otherwise.

(b)           The specific arrangements referred to herein are notintended to exclude any other benefits which may be available to the Executiveupon a termination of employment with the Employers pursuant to employeebenefit plans of the Employers or otherwise.

**8.             Withholding.**  Allpayments required to be made by the Employers hereunder to the Executive shallbe subject to the withholding of such amounts, if any, relating to tax andother payroll deductions as the Employers may reasonably determine should bewithheld pursuant to any applicable law or regulation.

**9.             Assignability.**  TheEmployers may assign this Agreement and its rights and obligations hereunder inwhole, but not in part, to any corporation, bank or other entity with or intowhich the Employers may hereafter merge or consolidate or to which theEmployers may transfer all or substantially all of its assets, if in any suchcase said corporation, bank or other entity shall by operation of law orexpressly in writing assume all obligations of the Employers hereunder as fullyas if it had been originally made a party hereto, but may not otherwise assignthis Agreement or its rights and obligations hereunder.  The Executive may not assign or transfer thisAgreement or any rights or obligations hereunder.

**10.          Notice.**  For thepurposes of this Agreement, notices and all other communications provided forin this Agreement shall be in writing and shall be deemed to have been dulygiven when delivered or mailed by certified or registered mail, return receiptrequested, postage prepaid, addressed to the respective addresses set forthbelow:

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|    |   | 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.**  Noprovisions of this Agreement may be modified, waived or discharged unless suchwaiver, modification or discharge is agreed to in writing signed by theExecutive and such officer or officers as may be specifically designated by theBoards of Directors of the Employers to sign on its behalf.  No waiver by any party hereto at any time ofany breach by any other party hereto of, or compliance with, any condition orprovision of this Agreement to be performed by such other party shall be deemeda waiver of similar or dissimilar provisions or conditions at the same or atany prior or subsequent time.

**12.          Governing Law.**  Thevalidity, interpretation, construction and performance of this Agreement shallbe governed by the laws of the United States where applicable and otherwise bythe substantive laws of the State of Arkansas.

**13.          Nature of Obligations.**  Nothingcontained herein shall create or require the Employers to create a trust of anykind to fund any benefits which may be payable hereunder, and to the extentthat the Executive acquires a right to receive benefits from the Employershereunder, such right shall be no greater than the right of any unsecuredgeneral creditor of the Employers.

**14.          Interpretation and Headings.**  Thisagreement shall be interpreted in order to achieve the purposes for which itwas entered into.  The section headingscontained in this Agreement are for reference purposes only and shall notaffect in any way the meaning or interpretation of this Agreement.

**15.          Validity.**  Theinvalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provisions of thisAgreement, which shall remain in full force and effect.

**16.          Counterparts.**  ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed to be an original but all of which together will constitute one and thesame instrument.

**17.          Regulatory Actions.**  Thefollowing provisions shall be applicable to the parties to the extent that theyare required to be included in employment agreements between a savingsassociation and its employees pursuant to Section 563.39(b) of the RegulationsApplicable to all Savings Banks, 12 C.F.R. § 563.39(b), or any successorthereto, and shall be controlling in the event of a conflict with any otherprovision of this Agreement, including without limitation Section 5 hereof.

(a)           If Executive is suspended from office and/or temporarilyprohibited from participating in the conduct of the Employers’ affairs pursuantto notice served under Section 8(e)(3) or Section 8(g)(1) of the FederalDeposit Insurance Act (“FDIA”) (12 U.S.C. §§1818(e)(3) and 1818(g)(1)), theEmployers’ obligations under this Agreement shall be suspended as of the dateof 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 itsobligations under this Agreement were suspended, and (ii) reinstate (in wholeor in part) any of its obligations which were suspended.

(b)           If Executive is removed from office and/or permanentlyprohibited from participating in the conduct of the Employers’ affairs by anorder 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 Agreementshall terminate as of the effective date of the order, but vested rights of theExecutive and the Employers as of the date of termination shall not beaffected.

(c)           If the Association is in default, as defined in Section3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1)), all obligations under thisAgreement shall terminate as of the date of default, but vested rights of theExecutive and the Employers as of the date of termination shall not beaffected.

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(d)           All obligations under this Agreement shall be terminatedpursuant to 12 C.F.R. §563.39(b)(5) (except to the extent that it is determinedthat continuation of the Agreement for the continued operation of the Employersis 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 assistanceto or on behalf of the Association under the authority contained in Section13(c) of the FDIA (12 U.S.C. §1823(c)); or (ii) by the Director of the OTS, orhis or her designee, at the time the Director or his or her designee approves asupervisory merger to resolve problems related to operation of the Associationor when the Association is determined by the Director of the OTS to be in anunsafe or unsound condition, but vested rights of the Executive and theEmployers 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 theFDIA (12 U.S.C. §1828(k)) and any regulations promulgated thereunder.

IN WITNESS WHEREOF, this Agreement has beenexecuted 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 |

 

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**AMENDMENT OFEMPLOYMENT AGREEMENTDATED MAY 3, 1996**

The definition ofAverage Annual Compensation as detailed in the Employment Agreement dated May3, 1996, between First Federal Bancshares of Arkansas, Inc., a Texas charteredcorporation (the “Corporation”), First Federal Bank of Arkansas, FA, afederally chartered savings and loan association and a wholly owned subsidiaryof the Corporation (the “Association”), and Larry J. Brandt (the “Executive) isamended to read as follows:

     (a) Average Annual Compensation.  TheExecutive’s “Average Annual Compensation” for purposes of this Agreement shallbe deemed to mean the average level of compensation paid to the Executive bythe Employers or any subsidiary thereof during the most recent five taxableyears preceding the Date of Termination (or such shorter period as theExecutive was employed), and which was included in the Executive’s gross incomefor tax purposes including but not limited to Base Salary, bonuses, director’sfees, if applicable, and all other amounts taxable to the Executive pursuant toany employee benefit plans of the Employers.

IN WITNESSWHEREOF, 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 |

 

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**AMENDMENT NUMBERTWO TO THEEMPLOYMENT AGREEMENTDATED MAY 3, 1996BETWEENFIRST FEDERAL BANCSHARES OF ARKANSAS, INC.,FIRST FEDERAL BANK OF ARKANSAS, FAAND LARRY J. BRANDT**

**BY THISAMENDMENT**, 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”) ishereby amended as follows, effective as of April 27, 2000;

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

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

 

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**AMENDMENT NUMBERTHREE TO THEEMPLOYMENT AGREEMENTDATED MAY 3, 1996BETWEENFIRST FEDERAL BANCSHARES OF ARKANSAS, INC.,FIRST FEDERAL BANK OF ARKANSAS, FAAND LARRY J. BRANDT**

**BY THISAMENDMENT**, 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”) ishereby amended as follows, effective as of April 25, 2002;

1.         Sections1(h)(i), 2(a) and 2(b) of the Employment Agreement are amended to replace “President-ChiefOperating Officer and Managing Officer” with President, Chief Executive Officerand 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 HammerschmidtChairman of the Board |

 
| Attest:              | ** ** | **FIRST FEDERAL BANK OF ARKANSAS, FA** |
|----------------------|------------|----------------------------------------|
|                 | ** ** | ** **                             |
| /s/ Tommy Richardson |       | By:                                    |   | /s/ John Paul Hammerschmidt |
| ** **           |       |                                   | ** ** | John Paul HammerschmidtChairman of the Board |

 
| Witness:              | ** ** | **EXECUTIVE** |
|-----------------------|------------|---------------|
|                  | ** ** | ** **    |
| /s/ Tommy  Richardson |       | By:           |   | /s/ Larry J. Brandt |
| ** **            |       |          | ** ** | Larry J. Brandt |

 

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**AMENDMENT NUMBERFOUR TO THEEMPLOYMENT AGREEMENTDATED MAY 3, 1996BETWEENFIRST FEDERAL BANCSHARES OF ARKANSAS, INC.,FIRST FEDERAL BANK OF ARKANSAS, FAAND LARRY J. BRANDT**

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

1.         Sections1(h)(i), 2(a) and 2(b) of the Employment Agreement are amended as follows:  the Executive will now hold the office of “President-ChiefExecutive Officer” for First Federal Bancshares of Arkansas, Inc. and “Chairmanof the Board of Directors and Chief Executive Officer” for First Federal Bankof 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 HammerschmidtChairman 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 |

 

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