TWO-YEAR CHANGE IN CONTROL AGREEMENT

     This Change in Control  Agreement (the "Agreement") is made effective as of
the 29th day of March, 2010 (the "Effective Date"), by and between  OmniAmerican
Bank  (the  "Bank"),   a  federally   chartered   stock  savings  bank  that  is
headquartered in Fort Worth, Texas, and Terry Almon ("Executive").

                                   WITNESSETH

     WHEREAS,  the Bank is a wholly owned  subsidiary of  OmniAmerican  Bancorp,
Inc.,  a  corporation  organized  under the laws of the State of  Maryland  (the
"Company");

     WHEREAS, Executive is currently employed as Senior Executive Vice President
and Chief Operating Officer of the Bank;

     WHEREAS,  the  Company  and the Bank  desire to be ensured  of  Executive's
continued active participation in the business of the Bank;

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

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

1.   TERM OF AGREEMENT

     (a) The term of this  Agreement  shall begin as of the  Effective  Date and
shall continue for twenty-four (24) full calendar months hereafter.

     (b)  Commencing  on the  first  anniversary  date  of this  Agreement  (the
"Anniversary  Date") and continuing on each  Anniversary  Date  thereafter,  the
disinterested  members of the Board will conduct a comprehensive  evaluation and
review  of  Executive  for  purposes  of  determining  whether  to  extend  this
Agreement,  and the  results  thereof  will be  included  in the  minutes of the
Board's meeting.  On the basis of the results of the  comprehensive  performance
evaluation,  the disinterested  members of the Board may extend the term of this
Agreement  for an  additional  year  such  that  the  remaining  term  shall  be
twenty-four (24) months ("Renewal  Term"),  unless written notice of non-renewal
is provided to Executive at least thirty (30) days prior to any such Anniversary
Date,  in which  case  the term of this  Agreement  shall  be  fixed  and  shall
terminate at the end of the twenty-four  (24) months  following such Anniversary
Date.

2.   DEFINITIONS

     (a)  Change in  Control.  For  purposes  of this  Agreement,  a "Change  in
Control" means any of the following events:

<PAGE>

           (i) Merger:  The Company or the Bank merges into or consolidates with
               another  entity,  or merges another bank or corporation  into the
               Bank or the Company, and as a result, less than a majority of the
               combined  voting power of the resulting  corporation  immediately
               after the merger or  consolidation  is held by  persons  who were
               stockholders  of the Company or the Bank  immediately  before the
               merger or consolidation;

           (b) Acquisition of Significant Share Ownership: There is filed, or is
               required to be filed, a report on Schedule 13D or another form or
               schedule  (other than Schedule 13G) required under Sections 13(d)
               or 14(d) of the Securities  Exchange Act of 1934, as amended,  if
               the schedule  discloses  that the filing person or persons acting
               in concert has or have become the beneficial owner of 25% or more
               of a class of the  Company's  or the  Bank's  voting  securities;
               provided,  however, this clause (b) shall not apply to beneficial
               ownership of the  Company's or the Bank's voting shares held in a
               fiduciary  capacity by an entity of which the Company directly or
               indirectly  beneficially  owns  50% or  more  of its  outstanding
               voting securities;

           (c) Change in Board Composition: During any period of two consecutive
               years,  individuals  who  constitute  the Company's or the Bank's
               Board of Directors at the beginning of the two-year  period cease
               for any reason to constitute at least a majority of the Company's
               or the Bank's Board of  Directors;  provided,  however,  that for
               purposes of this clause (c),  each  director who is first elected
               by the board (or first nominated by the board for election by the
               stockholders  or  corporators)  by a vote of at least  two-thirds
               (2/3) of the directors who were directors at the beginning of the
               two-year  period  shall be deemed to have also been a director at
               the beginning of such period; or

           (d) Sale of Assets:  The  Company or the Bank sells to a third  party
               all or substantially all of its assets.

         (b) Good Reason shall mean a termination by Executive following a
Change in Control if, without Executive's express written consent, any of the
following occurs:

           (1) failure to elect or reelect or to appoint or reappoint  Executive
               as Senior Executive Vice President and Chief Operating Officer;

           (2) a material change in Executive's position to become one of lesser
               responsibility,  importance or scope then the position  Executive
               held immediately prior to the Change in Control;

           (3) a liquidation or dissolution of the Bank other than  liquidations
               or dissolutions  that are caused by  reorganizations  that do not
               affect the status of Executive;

           (4) a material reduction in Executive's base salary;

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<PAGE>

           (5) a material  reduction  in the  aggregate  welfare  and/or  fringe
               benefits  provided  to  Executive  from  those  provided  at  the
               effective  date of the Change in Control  (except in the event of
               an  employer-wide  reduction in such benefits,  provided that the
               reduction in Executive's benefits is not in excess of the average
               percentage applicable to other executive officers of the employer
               as a group); or

           (6) a relocation of Executive's principal place of employment by more
               than 50 miles from its location as of the date of this Agreement.

           provided,  however,  that prior to any  termination of employment for
           Good Reason,  Executive must first provide written notice to the Bank
           (or its  successor)  within  ninety (90) days  following  the initial
           existence  of  the  condition,   describing  the  existence  of  such
           condition, and the Bank shall thereafter have the right to remedy the
           condition  within  thirty (30) days of the date the Bank received the
           written  notice from  Executive.  If the Bank  remedies the condition
           within such thirty (30) day cure period, then no Good Reason shall be
           deemed to exist with respect to such condition.  If the Bank does not
           remedy the  condition  within such thirty (30) day cure period,  then
           Executive may deliver a Notice of Termination  for Good Reason at any
           time within sixty (60) days  following  the  expiration  of such cure
           period.

     (c)  Termination for Cause shall mean  termination  because of, in the good
faith determination of the Board, Executive's:

           (1) personal dishonesty;

           (2) incompetence;

           (3) willful misconduct;

           (4) breach of fiduciary duty involving personal profit;

           (5) material breach of the Bank's Code of Ethics;

           (6) material  violation  of  the   Sarbanes-Oxley   requirements  for
               officers of public  companies that in the  reasonable  opinion of
               the  Board  will  likely  cause  substantial  financial  harm  or
               substantial injury to the reputation of the Bank;

           (7) intentional failure to perform stated duties;

           (8) willful  violation  of any law,  rule or  regulation  (other than
               traffic violations or similar  offenses),  any felony conviction,
               any violation of law involving moral turpitude,  or any violation
               of a final cease-and-desist order; or

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<PAGE>

           (9) material breach by Executive of any provision of this Agreement.

     A determination of whether  Executive's  employment shall be terminated for
Cause shall be made at a meeting of the Board called and held for such  purpose,
or in such other  manner as is permitted  under the By-laws of the Bank,  upon a
finding  that in good  faith  opinion of the Board an event set forth in clauses
(1), (2), (3), (4), (5), (6), (7), (8), or (9) above has occurred and specifying
the particulars thereof in detail.

     (d)  For  purposes  of  this  Agreement,  any  termination  of  Executive's
employment for which a payment or benefit is due under this Agreement,  shall be
construed to require a "Separation from Service" in accordance with Section 409A
of  the  Internal   Revenue  Code  ("Code")  and  the  regulations   promulgated
thereunder,  such that the Bank and  Executive  reasonably  anticipate  that the
level of bona  fide  services  Executive  would  perform  after  termination  of
employment  would  permanently  decrease to a level that is less than 20% of the
average  level of bona fide  services  performed  (whether  as an employee or an
independent  contractor) over the immediately  preceding  thirty-six  (36)-month
period.

3.   BENEFITS UPON TERMINATION

     (a) The  Board  or the  President  of the Bank  may  terminate  Executive's
employment  at any time  prior to the  occurrence  of a Change  in  Control  and
Executive  shall not be entitled to any  payments  or benefits  hereunder.  This
Agreement shall terminate upon  Executive's  termination of employment  prior to
the  occurrence of a Change in Control.  Following the occurrence of a Change in
Control,  the Board may terminate  Executive's  employment at any time,  but any
such  termination,  other  than  termination  for  Cause,  shall  not  prejudice
Executive's  right to compensation  or other benefits under this  Agreement.  If
Executive's employment by the Bank shall be terminated subsequent to a Change in
Control  and  during the term of this  Agreement  by (i) the Bank for other than
Cause,  or (ii)  Executive  for Good Reason,  then the Bank,  or its  successor,
shall:


           (1) pay Executive,  or in the event of Executive's  subsequent death,
               Executive's   beneficiary   or   beneficiaries   or  estate,   as
               applicable, a cash severance amount equal to two times:

               (i)  Executive's  base  salary  in  effect  as  of  the  Date  of
                    Termination, and

               (ii) the highest rate of bonus earned by Executive  from the Bank
                    (including  amounts  deferred at the  Executive's  election)
                    during  the  calendar  year in which  termination  occurs or
                    either of the two calendar years  immediately  preceding the
                    year in which the termination occurs,

           payable by lump sum within  thirty (30)  business days of the Date of
           Termination.

           (2) pay for or permit  Executive to purchase  such  continued  health
               care  coverage  for  Executive  and  Executive's   family  as  is
               customarily  available  to  employees of the Bank and as required
               under the Consolidated Omnibus Budget Reconciliation Act of 1985,

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<PAGE>

               as amended from time to time  ("COBRA") and the Texas health care
               continuation   laws  for  the  maximum   period   required  under
               applicable  law. In the event  Executive  is required to purchase
               such  coverage,  the Bank shall  reimburse  the Executive for the
               premiums paid by Executive, no less frequently than quarterly and
               within 15 days following the end of a quarter, such that premiums
               paid in the first  quarter of a calendar year shall be reimbursed
               by  April  15,  premiums  paid in the  second  quarter  shall  be
               reimbursed by July 15, etc., provided that the Bank shall only be
               obligated to reimburse Executive for such premiums for the lesser
               of:  (i) the  aggregate  period  required  by COBRA and the Texas
               health care continuation laws, or (ii) two years from the date of
               Executive's termination of employment.

     (b) In no event  shall the  payments  or benefits to be made or provided to
Executive  under  Section 3 hereof (the  "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and in order to avoid  such a  result,  Termination  Benefits  will be
reduced,  if necessary,  to an amount,  the value of which is one dollar ($1.00)
less than an  amount  equal to three (3) times  Executive's  "base  amount,"  as
determined  in  accordance  with Section 280G of the Code.  The reduction of the
Termination  Benefits  provided  by this  Section 3 shall be applied to the cash
severance benefits otherwise payable under Section 3(a) hereof.

4.   NOTICE OF TERMINATION

     Any purported termination by the Bank or by Executive in connection with or
following a Change in Control shall be  communicated by Notice of Termination to
the  other  party  hereto.  For  purposes  of  this  Agreement,   a  "Notice  of
Termination"  shall  mean a written  notice  which  shall  indicate  the Date of
Termination  and,  in the  event  of  termination  by  Executive,  the  specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Executive's employment under the provision so indicated. "Date of
Termination" shall mean the date specified in the Notice of Termination  (which,
in the case of a termination for Cause,  shall be immediate).  In no event shall
the Date of  Termination  exceed  thirty  (30) days from the date the  Notice of
Termination is given.

5.   SOURCE OF PAYMENTS

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check from the general funds of the Bank.

6.   REQUIRED REGULATORY PROVISIONS

     (a) If Executive is suspended  from office  and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12 USC  ss.1818(e)(3)) or 8(g)(1) (12 USC ss.1818(g)(1)) of the
Federal  Deposit  Insurance  Act  ("FDIA"),  the Bank's  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 Bank
may in its discretion (i) pay Executive all or part of the compensation withheld

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<PAGE>

while its contract obligations were suspended and (ii) reinstate (in whole or in
part) any of its obligations which were suspended.

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

     (c) If the Bank is in default as  defined  in  Section  3(x)(1)  (12 U.S.C.
ss.1813(x)(1))  of FDIA, all obligations under this Agreement shall terminate as
of the date of default, but this paragraph shall not affect any vested rights of
the contracting parties.

     (d) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the  Bank,  (i) by  the  Director  of OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the  authority  contained  in  Section  13(c) (12
U.S.C.  ss.1823(c))  of  FDIA;  or  (ii)  by the  Director  of OTS or his or her
designee  at the time the  Director  of OTS or his or her  designee  approves  a
supervisory merger to resolve problems related to operations of the Bank or when
the Bank is determined by the Director of OTS or his or her designee to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.

     (e)  Notwithstanding  anything  herein to the  contrary,  any  payments  to
Executive by the Company,  whether pursuant to this Agreement or otherwise,  are
subject to and conditioned  upon their compliance with Section 18(k) of FDIA, 12
U.S.C. Section 1828(k), and the regulations  promulgated thereunder in 12 C.F.R.
Part 359.

     (f) Notwithstanding anything herein to the contrary, payments to or for the
benefit of Executive  hereunder shall not exceed three times Executive's  annual
average  compensation for the five most recent taxable years, within the meaning
of Section 310 of the Office of Thrift Supervision Examination Handbook.

7.   NO ATTACHMENT

     Except  as  required  by law,  no  right to  receive  payments  under  this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to effect any such action  shall be null,
void, and of no effect.

8.   ENTIRE AGREEMENT; MODIFICATION AND WAIVER

     (a) This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior agreement between the Bank and Executive, except
that this  Agreement  shall not  affect or  operate  to reduce  any  benefit  or
compensation inuring to Executive of a kind elsewhere provided.  No provision of

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<PAGE>

this  Agreement  shall be  interpreted  to mean that  Executive  is  subject  to
receiving fewer benefits than those  available to her without  reference to this
Agreement.

     (b) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (c) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

9.   SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

10.  HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

11.  GOVERNING LAW

     This Agreement shall be governed by the laws of the State of Texas but only
to the extent not superseded by federal law.

12.  ARBITRATION

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by binding arbitration, as an alternative
to civil  litigation  and  without  any trial by jury to  resolve  such  claims,
conducted by a single arbitrator, mutually acceptable to the Bank and Executive,
sitting in a location selected by the Bank within fifty (50) miles from the main
office of the Bank,  in  accordance  with the rules of the American  Arbitration
Association's  National Rules for the Resolution of Employment  Disputes then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.

13.  PAYMENT OF LEGAL FEES

     To the extent that such payment(s) may be made without  triggering  penalty
under Code Section 409A, all reasonable legal fees paid or incurred by Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall  be  paid  or  reimbursed  by the  Bank,  provided  that  the  dispute  or
interpretation  has been resolved in Executive's  favor, and such  reimbursement

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<PAGE>

shall occur no later than sixty (60) days after the end of the year in which the
dispute is settled or resolved in Executive's favor.

14.  OBLIGATIONS OF BANK

     The termination of Executive's employment, other than following a Change in
Control, shall not result in any obligation of the Bank under this Agreement.

15.  SUCCESSORS AND ASSIGNS

     The Bank  shall  require  any  successor  or  assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially   all  the  business  or  assets  of  the  Bank,   expressly   and
unconditionally to assume and agree to perform the Bank's obligations under this
Agreement,  in the same  manner  and to the same  extent  that the Bank would be
required to perform if no such succession or assignment had taken place.

                            [Signature Page Follows]
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<PAGE>



                                   SIGNATURES

     IN WITNESS  WHEREOF,  the Bank has caused this  Agreement to be executed by
its duly authorized officer, and Executive has signed this Agreement,  as of the
Effective Date.

                                            OMNIAMERICAN BANK



                                            By: /s/ Wayne P. Burchfield, Jr.
                                                --------------------------------




                                            EXECUTIVE



                                            By: /s/ Terry Almon
                                                --------------------------------
                                                Terry Almon



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