**Exhibit 10.10**

**CHANGE IN CONTROLSEVERANCE AGREEMENT**

THIS CHANGE INCONTROL SEVERANCE AGREEMENT is dated this 25th day of January 2002, among First FederalBancshares of Arkansas, Inc., a Texas corporation (the “Corporation”), FirstFederal Bank of Arkansas, FA, a federally chartered savings and loanassociation (the “Association”), and Allen Ross Mallioux (the “Executive”).  The Corporation and the Association arecollectively referred to as the “Employers”.

#### **WITNESSETH**

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

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

WHEREAS, in orderto induce the Executive to remain in the employ of the Employers and inconsideration of the Executive’s agreeing to remain in the employ of theEmployers, the parties desire to specify the severance benefits which shall bedue the Executive in the event that his employment with the Employers isterminated under specified circumstances;

NOW THEREFORE, inconsideration of the mutual agreements herein contained, and upon the otherterms and conditions hereinafter provided, the parties hereby agree as follows:

**1.             Definitions. **The following words andterms shall have the meanings set forth below for the purposes of thisAgreement:

(a)           **Annual Compensation.**  The Executive’s “Annual Compensation” forpurposes 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), and which was included inthe Executive’s gross income for tax purposes, including but not limited to theExecutive’s salary, bonuses and all other amounts taxable to the Executivepursuant 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), finalcease-and-desist order or material breach of any provision of thisAgreement.  For purposes of thisparagraph, no act or failure to act on the Executive’s part shall be  considered “willful” unless done, or omittedto be done, by the Executive not in good faith and without reasonable beliefthat the Executive’s action or omission was in the best interests of theEmployers.

(c)           **Change in Control of theCorporation. **“Change inControl of the Corporation” shall mean a change of 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, asamended (“Exchange Act”), or any successor thereto, whether or not theCorporation is registered under the Exchange Act; provided that, withoutlimitation, 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 ExchangeAct) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of the Corporationrepresenting 25% or more of the combined voting power of the Corporation’s thenoutstanding securities; or (ii) during any period of two consecutive years,individuals who at the beginning of such period constitute the Board ofDirectors of the Corporation cease for any reason to constitute at least amajority thereof unless the election, or the nomination for election bystockholders, of each new director was approved by a vote of at least two-thirdsof the directors then still in office who were directors at the beginning ofthe period.

(d)                                 **Code.**  “Code” shallmean the Internal Revenue Code of 1986, as amended.

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

(f)            **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.

(g)           **Good Reason. **Terminationby the Executive of the Executive’s employment for “Good Reason” shall meantermination by the Executive following a Change in Control of the Corporationbased on:

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

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

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

(iv)              Any purportedtermination of the Executive’s employment for Disability or Retirement which isnot effected pursuant to a Notice of Termination satisfying the requirements ofparagraph (i) below; or

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

(h)                                 **IRS. **IRS shall meanthe Internal Revenue Service.

(i)            **Notice of Termination.      **Any purported termination ofthe Executive’s employment by the Employers for any reason, including withoutlimitation for Casue, Disability or Retirement, or by the Executive for anyreason, including without limitation for Good Reason, shall be communicated bywritten “Notice of Termination” to the other party hereto.  For purposes of this Agreement, a “Notice ofTermination” shall mean a dated notice which (i) indicates the specifictermination provision in this Agreement relied upon, (ii) sets forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination 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 aftersuch Notice of Termination is given, except in the case of the Employers’termination of the Executive’s employment for Cause, which shall be effectiveimmediately; and (iv) is given in the manner specified in Section 7 hereof.

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

**2.             BenefitsUpon Termination.**  Ifthe Executive’s employment by the Employers shall be terminated subsequent to aChange 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 GoodReason, then the Employers shall

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

(b) maintain and provide for a period ending at theearlier of (i) the expiration of the remaining term of this Agreement as of theDate of Termination or (ii) the date of the Executive’s full-time employment byanother employer (provided that the Executive is entitled under the terms ofsuch employment to benefits substantially similar to those described in thissubparagraph (b)), at no cost to the Executive, the Executive’s continuedparticipation in all group insurance, life insurance, health and accidentinsurance, disability insurance and other employee benefit plans, programs andarrangements offered by the Employers in which the Executive was entitled toparticipate immediately prior to the Date of Termination (excluding (y) stockoption and restricted stock plans of the Employers and (z) cash incentivecompensation included in Annual Compensation), provided that in the event that theExecutive’s participation in any plan, program or arrangement as provided inthis subparagraph (b) is barred, or during such period any such plan, programor arrangement is discontinued or the benefits thereunder are materiallyreduced, 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.

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

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pursuant to Section 2shall be based upon the opinion of independent tax counsel selected by theEmployers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and theExecutive; shall promptly prepare the foregoing opinion, but in no event laterthan thirty (30) days from the Date of Termination; and may use such actuariesas such counsel deems necessary or advisable for the purpose.  In the event that the Employers and/or theExecutive do not agree with the opinion of such counsel, (i) the Employersshall pay to the Executive the maximum amount of payments and benefits pursuantto Section 2, as selected by the Executive, which such opinion indicates thatthere is a high probability do not result in any of such payments and benefitsbeing non-deductible to the Employers and subject to the imposition of theexcise tax imposed under Section 4999 of the Code and (ii) the Employers mayrequest, and Executive shall have the right to demand that the Employersrequest, a ruling from the IRS as to whether the disputed payments and benefitspursuant to Section 2 hereof have such consequences.  Any such request for a ruling from the IRSshall be promptly prepared and filed by the Employers, but in no event laterthan thirty (30) days from the date of the opinion of counsel referred toabove, and shall be subject to Executive’s approval prior to filing, whichshall not be unreasonably withheld.  TheEmployers and Executive agree to be bound by any ruling received from the IRSand to make appropriate payments to each other to reflect any such rulings,together with the interest at the applicable federal rate provided for inSection 7872(f)(2) of the Code.  Nothingcontained herein shall result in a reduction of any payments or benefits to whichthe Executive may be entitled upon termination of employment under anycircumstances other than as specified in this Section 3, or a reduction in thepayments and benefits specified in Section 2 below zero.

**4.****                                      Mitigation;Exclusivity of Benefits.**

(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 toherein are not intended to exclude any other benefits which may be available tothe Executive upon a termination of employment with the Employers pursuant toemployee benefit plans of the Employers or otherwise.

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

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

**7.             Notice. **For the purposes of thisAgreement, notices and all other communications provided for in this Agreementshall be in writing and shall be deemed to have been duly given when deliveredor mailed by certified or registered mail, return receipt requested, postageprepaid, 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 provisionsof this Agreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing and signed by the Executiveand such officer or officers as may be specifically designated by the Boards ofDirectors of the Employers to sign on their 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.

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**9.     GoverningLaw.**  The validity,interpretation, construction and performance of this Agreement shall begoverned by the laws of the United States where applicable and otherwise by thesubstantive laws of the State of Arkansas.

**10.  Natureof Employment and Obligations.**

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

(b) Nothing contained herein shall create orrequire the Employers to create a trust of any kind to fund any benefits whichmay be payable hereunder, and to the extent that the Executive acquires a rightto receive benefits from the Employers hereunder, such right shall be nogreater than the right of any unsecured general creditor of the Employers.

**11.          Term of Agreement. **The term of this Agreementshall be for three years, commencing on the date of this Agreement and, uponapproval of the Boards of Directors of the Employers, shall extend for anadditional year on each annual anniversary of the date of this Agreement suchthat at any time the remaining term of this Agreement and each annualanniversary thereafter, the Boards of Directors of the Employers shall considerand review (after taking into account all relevant factors, including theExecutive’s performance) an extension of the term of this Agreement, and theterm shall continue to extend each year if the Boards of Directors approve suchextension unless the Executive gives written notice to the Employers of theExecutive’s election not to extend the term, with such written notice to begiven not less than thirty (30) days prior to any such anniversary date.  If the Boards of Directors of the Employerselect not to extend the term, they shall give written notice of such decisionto 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.

**12.          Headings. **The section headingscontained in this Agreement are for reference purposes only and shall notaffect in any way the meaning or interpretation of this Agreement.

**13.          Validity.**  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provisions of this Agreement, which shall remain in full force andeffect.

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

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

**16.           Entire Agreement.**  This Agreement embodies the entire agreementbetween the Employers and the Executive with respect to the matters agreed toherein.  All prior agreements between theEmployers and the Executive with respect to the matters agreed to herein arehereby superseded and shall have no force or effect.

IN WITNESSWHEREOF, 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 |

 

 

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**AMENDMENT NUMBERONE TO THECHANGE IN CONTROL SEVERANCE AGREEMENTDATED JANUARY 25, 2002BETWEENFIRST FEDERAL BANCSHARES OF ARKANSAS, INC.,FIRST FEDERAL BANK OF ARKANSAS, FAAND ALLEN ROSS MALLIOUX**

**BY THISAMENDMENT**, the Change in Control Severance Agreement, datedJanuary 25, 2002, between First Federal Bancshares of Arkansas, Inc., FirstFederal Bank of Arkansas, FA and Allen Ross Mallioux****(hereinreferred to as the “Change in Control Severance Agreement”) is hereby amendedas follows, effective as of January 1, 2006;

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

(i)            Without theExecutive’s express written consent, the failure to elect or to re-elect or toappoint or to re-appoint the Executive to the office of President/WesternDivision/Chief Lending Officer of the Employers or a material adverse changemade by the Employers in the Executive’s functions, duties or responsibilitiesas 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 |

 

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