Change-In-Control





                    CHANGE-IN-CONTROL SEVERANCE AGREEMENT


     THIS AGREEMENT is entered into and effective this 14th day of June, 1996,
("Effective  Date")  by  and between Coastal Bancorp, Inc. (the "Company") and
Coastal  Banc  ssb  (the  "Bank")  and  Gary  R.  Garrett  (the  "Employee").

     WHEREAS, the Employee had heretofore been employed by the Company and the
Bank  as  an executive officer, and the Company and the Bank deems it to be in
their  best  interest  to enter into this Agreement as additional incentive to
the Employee to continue as an executive employee of the Company and the Bank;
and

     WHEREAS,  the  parties  desire  by  this  writing  to  set  forth  their
understanding  as  to  their  respective rights and obligations in the event a
"change in control" (as defined herein) occurs with respect to the Bank or the
Company;

     NOW,  THEREFORE,  the  undersigned  parties  AGREE  as  follows:

     1.          Defined  Terms

          When  used anywhere in the Agreement, the following terms shall have
the  meaning  set  forth  herein.

          (a)          "Change in Control" shall mean any one of the following
events:  (i)  where,  during  any period of two consecutive years, individuals
(the  "Continuing  Directors")  who at the beginning of such period constitute
the Board of Directors of the Bank or the Company (the "Existing Board") cease
for  any  reason  to constitute at least two-thirds thereof, provided that any
individual  whose  election  or  nomination  for  election  as a member of the
Existing Board was approved by a vote of at least two-thirds of the Continuing
Directors then in office shall be considered a Continuing Director following: 
(A)  the  acquisition  by a person of ownership, holding or power to vote more
than  25%  of the Bank's or the Company's voting stock, (B) the acquisition by
any  person  of the ability to control the election of a majority of any class
or classes of the Bank's or the Company's directors, or (C) the acquisition of
a  controlling  influence  over  the management or policies of the Bank or the
Company  defined  as set forth in 12 C.F.R. 574.4(b),(c) and (d) by any person
or  to persons acting as a "group" (within the meaning of Section 13(d) of the
Securities  Exchange Act of 1934), or (ii) the sale, exchange, lease, transfer
or  other  disposition (in one or more transactions) to any person of all or a
substantial  part of the assets, liabilities or business of the Company or the
Bank,  (iii)  any  merger or consolidation or share exchange of the Company or
the  Bank  with  any  other person which subsequent thereto the Company or the
Bank  is  not  the  surviving  entity,  or  (iv) any change in business of the
Company  or the Bank such that the Company does not own the voting stock of an
insured  depository  institution  or  the  business  of  the Bank is not as an
insured depository institution.  Notwithstanding the foregoing, in the case of
(i) or (ii) or (iii) hereof, change of ownership or control of the Bank by the
Company itself to or among direct or indirect wholly-owned subsidiaries of the
Company  shall  not  constitute  a  Change  in  Control.  For purposes of this
paragraph  only,  the  term "person" refers to an individual or a corporation,
limited  liability  company,  partnership,  trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any other
form  of  entity  not  specifically listed herein.  The decision of the Bank's
non-employee  directors  as  to whether or not a Change in Control, as defined
herein, has occurred, and the date of such occurrence, shall be conclusive and
binding.

     (b)       "Code" shall mean the Internal Revenue Code of 1986, as amended
from  time  to  time,  and  as  interpreted  through  applicable  rulings  and
regulations  in  effect  from  time  to  time.

     (c)        "Code   280G Maximum" shall mean product of 2.99 and the "base
amount"  as  defined  in  Code      280G(b)(3).

     (d)       "Good Reason" shall mean any of the following events, which has
not  been  consented  to  in  advance  by  the  Employee  in writing:  (i) the
requirement  that  the  Employee  move  his personal residence, or perform his
principal  executive  functions,  more than thirty (30) miles from his primary
office as of the date of the Change in Control; (ii) a material (defined to be
10% or more) reduction in the Employee's base compensation as in effect on the
date  of  the  Change  in Control or as the same may be increased from time to
time;  (iii) a successor to the Company or the Bank fails or refuses to assume
the  Company's  and  the  Bank's  obligations  under  this Agreement; (iv) the
Company,  the  Bank  or  successor  thereto  breaches  any  provision  of this
Agreement;  or  (v) the Employee is terminated for other than just cause after
the  Change  in  Control.

     (e)       "Just Cause" shall mean, in the good faith determination of the
Company's  and  the  Bank's  Boards  of  Directors,  the  Employee's  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.  The Employee shall have the right
to  make  a  presentation  to the Board of Directors with counsel prior to the
rendering  of  such  determination  by  the Board.  The Employee shall have no
right  to  receive  compensation  or  other  benefits  for  any  period  after
termination for Just Cause.  No act, or failure to act, on the Employee's part
shall  be  considered "willful" unless he has acted, or failed to act, with an
absence  of  good  faith  and  without  a reasonable belief that his action or
failure  to  act  was  in  the  best  interest  of  the  Bank and the Company.

     (f)      "Protected Period" shall mean the period that begins on the date
six  months  before  a  Change  in  Control and ends on the later of the third
annual  anniversary  of  the  Change in Control or the expiration date of this
Agreement.

     2.          Trigger  Events

     The  Employee  shall  be  entitled  to collect the severance benefits set
forth in Section 3 of this Agreement in the event that (a) a Change of Control
has occurred and the Employee voluntarily terminates his employment within the
30-day period beginning on the first anniversary of the date of the occurrence
of  a  Change  in  Control, (b) the Employee voluntarily terminates employment
within  90  days  of an event that both occurs during the Protected Period and
constitutes  Good  Reason, or (c) the Bank, the Company, or their successor(s)
in interest terminate the Employee's employment for any reason other than Just
Cause  during  the  Protected  Period.

     3.          Amount  of  Severance  Benefit

     (a)        If the Employee becomes entitled to collect severance benefits
pursuant  to  Section  2(a)  hereof,  the  Company  and/or  the Bank shall pay
Employee  one  (1) times the annual salary and bonus or incentive compensation
(not  including  stock  compensation  plans)  paid  to Employee by the Company
and/or  the  Bank  during  the  immediately  preceding  year  of  the  term of
employment,  such  sum  to  be  paid  within  five  (5)  days of the date that
Employee's  employment  actually  ceases.
     (b)        If the Employee becomes entitled to collect severance benefits
pursuant to Section 2(b) or 2(c) hereof, the Company and/or the Bank shall pay
Employee 2.99 times the annual salary and bonus or incentive compensation (not
including stock compensation plans) paid to Employee by the Company and/or the
Bank during the immediately preceding year of the term of employment, such sum
to  be  paid  within  five  (5)  days  of  the date that Employee's employment
actually  ceases.

     (c)         The provisions of this Agreement shall not reduce any amounts
otherwise  payable  to  the  Employee  or  in  any way diminish the employee's
rights,  whether  existing  now  or  hereafter  under  any benefit plan of the
Company  or  the  Bank.    The Employee shall not be obligated to mitigate any
payments  entitled  to  be  received  hereunder.

     (d)          The  foregoing  payments  and  benefits shall be paid to the
Employee's  beneficiaries  by  testate or intestate succession in the event of
Employee's death during the period during which such payments and benefits are
being  provided.

     (e)        In the event that the Employee and the Company or the Bank, as
the  case may be (hereinafter, in this Section 3(e), the "Company") agree that
the  Employee  has  collected  an amount exceeding the Code  280G Maximum, the
parties  agree  as  follows:

          (i)          In  the  calendar year that the Employee is entitled to
receive  a  payment  or  benefits  under the provisions of this Agreement, the
independent  accountants of the Company shall determine if an excess parachute
payment (as defined in Section 4999 of the Code, as amended, and any successor
provision  thereto)  exists.

               Such  determination  shall  be made after taking any reductions
permitted pursuant to Section 280G of the Code and the regulations thereunder.
 Any  amount  determined  to  be an excess parachute payment after taking into
account  such reductions shall be hereafter referred to as the "Initial Excess
Parachute  Payment".   As soon as practicable after a Change in Control of the
Company or the Bank, the Initial Excess Parachute Payment shall be determined.
 Immediately  following  a  Change  in Control of the Company or the Bank, the
Company  or the Bank shall pay the Employee, subject to applicable withholding
requirements  under  applicable  state  or  federal  law  an  amount equal to:

(a)       twenty (20) percent of the Initial Excess Parachute Payment (or such
other  amount  equal  to  the tax imposed under Section 4999 of the Code), and

(b)          such  additional  amount  (tax  allowance) as may be necessary to
compensate  the  Employee for the payment by the Employee of state and federal
income  and  excise  taxes on the payment provided under Clause (a) and on any
payments  under this Clause (b).  In computing such tax allowance, the payment
to  be  made under Clause (a) shall be multiplied by the "gross up percentage"
("GUP").    The  GUP  shall  be  determined  as  follows:


                    GUP  =          Tax  Rate
                                                  1  -  Tax  Rate

The  Tax  Rate for purposes of computing the GUP shall be the highest marginal
federal  and  state  income  and  employment-related  tax  rate, including any
applicable  excise  tax  rate, applicable to the Employee in the year in which
the  payment  under  Clause  (a)  is  made.

     (ii)          Notwithstanding  the foregoing, if it shall subsequently be
determined  in  a  final  judicial  determination  or  a  final administrative
settlement  to which the Employee is a party that the excess parachute payment
is  defined  in  Section  4999  of  the  Code,  reduced as described above, is
different  from  the  Initial  Excess Parachute Payment (such different amount
being  hereafter  referred to as the "Determinative Excess Parachute Payment")
then  the  Company's  independent  accountants shall determine the amount (the
"Adjustment  Amount")  the Employee must pay to the Company or the Bank or the
Company  or the Bank must pay to the Employee in order to put the Employee (or
the Company or the Bank, as the case may be) in the same position the Employee
(or  the  Company  or  the  Bank,  as  the case may be) would have been if the
Initial  Excess  Parachute  Payment had been equal to the Determinative Excess
Parachute  Payment.    In  determining  the Adjustment Amount, the independent
accountants shall take into account any and all taxes (including any penalties
and  interest)  paid by or for the Employee or refunded to the Employee or for
the  Employee's  benefit.   As soon as practicable after the Adjustment Amount
has  been  so  determined,  the  Company  or the Bank shall pay the Adjustment
Amount  to  the  Employee or the Employee shall repay the Adjustment Amount to
the  Company  or  the  Bank,  as  the  case  may  be.

     (iii)         In any calendar year that the Employee receives payments of
benefits  under  this  Agreement,  the  Employee shall report on his state and
federal  income  tax  returns  such  information  as  is  consistent  with the
determination  made by the independent accountants of the Company as described
above.    The  Company  and  the  Bank  shall  indemnify and hold the Employee
harmless  from  any  and  all  losses,  costs  and expenses (including without
limitation,  reasonable  attorney's fees, interest, fines and penalties) which
the  Employee  incurs  as a result of so reporting such information.  Employee
shall  promptly  notify  the  Company  and  the  Bank  in writing whenever the
Employee  receives  notice  of the institution of a judicial or administrative
proceeding,  formal  or  informal,  in  which  the federal tax treatment under
Section  4999  of  the  Code  of  any  amount  paid  or payable under this the
Employment  Agreement  is being reviewed or is in dispute.  The Company or the
Bank shall assume control at its expense over all legal and accounting matters
pertaining  to  such  federal tax treatment (except to the extent necessary or
appropriate  for  the  Employee to resolve any such proceeding with respect to
any matter unrelated to amounts paid or payable pursuant to this contract) and
the  Employee  shall  cooperate fully with the Company or the Bank in any such
proceeding.  The Employee shall not enter into any compromise or settlement or
otherwise  prejudice any rights the Company or the Bank may have in connection
therewith  without  prior  consent  of  the  Company.

     4.          Term  of  the  Agreement

     This  Agreement  shall  remain in effect for the period commencing on the
Effective  Date  and ending on the earlier of (i) the date 36 months after the
Effective  Date, and (ii) the date on which the Employee terminates employment
with  the  Company  or the Bank; provided that the Employee's rights hereunder
shall continue following the termination of his employment with the Company or
the  Bank  under  any  of  the  circumstances  described  in Section 2 hereof.

     5.          Termination  or  Suspension  Under  Federal  Law

     Any  payments  made  to  the  Employee  pursuant  to  this  Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
 1828(k)  and  any  regulations  promulgated  thereunder.

     6.          Expense  Reimbursement

     In the event that any dispute arises between the Employee and the Company
or  the  Bank  as  to  the terms or interpretations of this Agreement, whether
instituted by formal legal proceedings or otherwise, including any action that
the Employee takes to enforce the terms of this Agreement or to defend against
any  action taken by the Company or the Bank, the Employee shall be reimbursed
for all costs and expenses, including reasonable attorneys' fees, arising from
such  dispute, proceedings or actions, provided that the Employee shall obtain
a final judgment in favor of the Employee in a court or competent jurisdiction
or  in  binding  arbitration  under  the  rules  of  the  American Arbitration
Association.    Such  reimbursement,  which  may  be  in  advance of any final
judgment  or  determination  in  arbitration,  if  requested in writing by the
Employee,  shall  be paid within ten (10) days of Employee's furnishing to the
Company  or  the  Bank written evidence, which may be in the form, among other
things,  or  a canceled check or receipt, of any costs or expenses incurred by
the  Employee.

     7.          Successors  and  Assigns

     (a)      This Agreement shall inure to the benefit of and be binding upon
any  corporate  or  other successor or assign of the Company or the Bank which
shall  acquire,  directly or indirectly, by merger, consolidation, purchase or
otherwise,  all  or  substantially  all  of the assets or stock of the Bank or
Company.    This Agreement shall inure to the benefit of and be enforceable by
the  Employee's personal and legal representatives, executors, administrators,
successors,  heirs,  devisees  and legatees.  If the Employee should die while
any  amounts are still payable to him/her hereunder, all such amounts shall be
paid in accordance with the terms of this Agreement to the Employee's devisee,
legatee  or other designee, or if there be no such designee, to the Employee's
Estate.

     (b)     Since the Company and the Bank are contracting for the unique and
personal  skills  of  the  Employee,  the  Employee  shall  be  precluded from
assigning or delegating his rights or duties hereunder without first obtaining
the  written  consent  of  the  Company  or  the  Bank.

     8.          Amendments

     No amendments or additions to this Agreement shall be binding unless made
in  writing  and  signed  by  all  of  the parties, except as herein otherwise
specifically  provided.    No waiver by either party hereto at any time of any
breach  by  the  other  party  hereto, or of compliance with, any condition or
provision of this Agreement to be performed by such other party will be deemed
to  be a waiver of similar or dissimilar provisions or conditions, at the same
or  any  prior  or  subsequent  time.

     9.          Applicable  Law

     Except  to  the extent preempted by Federal law, the laws of the State of
Texas shall govern this Agreement in all respects, whether as to its validity,
construction,  capacity,  performance  or  otherwise.

     10.          Severability

     The  provisions  of  this  Agreement  shall  be  deemed severable and the
invalidity  or unenforceability of any provision shall not affect the validity
or  enforceability  of  the  other  provisions  hereof.

     11.          Entire  Agreement

     This  Agreement, together with any understanding or modifications thereof
as  agreed to in writing by the parties, shall constitute the entire agreement
between  the  parties  hereto.

     12.          Notices

     For purposes of this Agreement, notices and 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 U.S. registered or certified mail,
return  receipt  requested, postage prepaid, as follows:  If to the Company or
the Bank:  Chairman of the Board and Chief Executive Officer, Coastal Bancorp,
Inc., 8 Greenway Plaza, Suite 1500, Houston, Texas 77046.  If to the Employee:

          Gary  R.  Garrett
          1231  Creekford
          Sugarland,  Texas  77478
          ss#  ###-##-####
     Employee  Name  &  Address

     IN  WITNESS  WHEREOF, the parties have executed this Agreement on the day
and  year  first  herein  above  written.

ATTEST:                                   COASTAL BANCORP, INC.


/s/    Linda  B.  Frazier               By:     /s/ Manuel J. Mehos
     Secretary                          Manuel J. Mehos, 
                                        Chairman of the Board
                                        and  Chief  Executive  Officer

ATTEST:                                   COASTAL  Banc  ssb


/s/    Linda  B.  Frazier               By:     /s/ Manuel J. Mehos
     Secretary                         Manuel J. Mehos, 
                                       Chairman of the Board
                                       and  Chief  Executive  Officer

WITNESS


/s/    Pamela  S.  Watkins                   /s/ Gary R. Garrett
                                             Gary R. Garrett

<PAGE>
                    CHANGE-IN-CONTROL SEVERANCE AGREEMENT


     THIS AGREEMENT is entered into and effective this 14th day of June, 1996,
("Effective  Date")  by  and between Coastal Bancorp, Inc. (the "Company") and
Coastal  Banc  ssb  (the  "Bank")  and  Catherine  N.  Wylie (the "Employee").

     WHEREAS, the Employee had heretofore been employed by the Company and the
Bank  as  an executive officer, and the Company and the Bank deems it to be in
their  best  interest  to enter into this Agreement as additional incentive to
the Employee to continue as an executive employee of the Company and the Bank;
and

     WHEREAS,  the  parties  desire  by  this  writing  to  set  forth  their
understanding  as  to  their  respective rights and obligations in the event a
"change in control" (as defined herein) occurs with respect to the Bank or the
Company;

     NOW,  THEREFORE,  the  undersigned  parties  AGREE  as  follows:

     1.          Defined  Terms

          When  used anywhere in the Agreement, the following terms shall have
the  meaning  set  forth  herein.

          (a)          "Change in Control" shall mean any one of the following
events:  (i)  where,  during  any period of two consecutive years, individuals
(the  "Continuing  Directors")  who at the beginning of such period constitute
the Board of Directors of the Bank or the Company (the "Existing Board") cease
for  any  reason  to constitute at least two-thirds thereof, provided that any
individual  whose  election  or  nomination  for  election  as a member of the
Existing Board was approved by a vote of at least two-thirds of the Continuing
Directors then in office shall be considered a Continuing Director following: 
(A)  the  acquisition  by a person of ownership, holding or power to vote more
than  25%  of the Bank's or the Company's voting stock, (B) the acquisition by
any  person  of the ability to control the election of a majority of any class
or classes of the Bank's or the Company's directors, or (C) the acquisition of
a  controlling  influence  over  the management or policies of the Bank or the
Company  defined  as set forth in 12 C.F.R. 574.4(b),(c) and (d) by any person
or  to persons acting as a "group" (within the meaning of Section 13(d) of the
Securities  Exchange Act of 1934), or (ii) the sale, exchange, lease, transfer
or  other  disposition (in one or more transactions) to any person of all or a
substantial  part of the assets, liabilities or business of the Company or the
Bank,  (iii)  any  merger or consolidation or share exchange of the Company or
the  Bank  with  any  other person which subsequent thereto the Company or the
Bank  is  not  the  surviving  entity,  or  (iv) any change in business of the
Company  or the Bank such that the Company does not own the voting stock of an
insured  depository  institution  or  the  business  of  the Bank is not as an
insured depository institution.  Notwithstanding the foregoing, in the case of
(i) or (ii) or (iii) hereof, change of ownership or control of the Bank by the
Company itself to or among direct or indirect wholly-owned subsidiaries of the
Company  shall  not  constitute  a  Change  in  Control.  For purposes of this
paragraph  only,  the  term "person" refers to an individual or a corporation,
limited  liability  company,  partnership,  trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any other
form  of  entity  not  specifically listed herein.  The decision of the Bank's
non-employee  directors  as  to whether or not a Change in Control, as defined
herein, has occurred, and the date of such occurrence, shall be conclusive and
binding.

     (b)       "Code" shall mean the Internal Revenue Code of 1986, as amended
from  time  to  time,  and  as  interpreted  through  applicable  rulings  and
regulations  in  effect  from  time  to  time.

     (c)        "Code   280G Maximum" shall mean product of 2.99 and the "base
amount"  as  defined  in  Code      280G(b)(3).

     (d)       "Good Reason" shall mean any of the following events, which has
not  been  consented  to  in  advance  by  the  Employee  in writing:  (i) the
requirement  that  the  Employee  move  his personal residence, or perform his
principal  executive  functions,  more than thirty (30) miles from his primary
office as of the date of the Change in Control; (ii) a material (defined to be
10% or more) reduction in the Employee's base compensation as in effect on the
date  of  the  Change  in Control or as the same may be increased from time to
time;  (iii) a successor to the Company or the Bank fails or refuses to assume
the  Company's  and  the  Bank's  obligations  under  this Agreement; (iv) the
Company,  the  Bank  or  successor  thereto  breaches  any  provision  of this
Agreement;  or  (v) the Employee is terminated for other than just cause after
the  Change  in  Control.

     (e)       "Just Cause" shall mean, in the good faith determination of the
Company's  and  the  Bank's  Boards  of  Directors,  the  Employee's  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.  The Employee shall have the right
to  make  a  presentation  to the Board of Directors with counsel prior to the
rendering  of  such  determination  by  the Board.  The Employee shall have no
right  to  receive  compensation  or  other  benefits  for  any  period  after
termination for Just Cause.  No act, or failure to act, on the Employee's part
shall  be  considered "willful" unless he has acted, or failed to act, with an
absence  of  good  faith  and  without  a reasonable belief that his action or
failure  to  act  was  in  the  best  interest  of  the  Bank and the Company.

     (f)      "Protected Period" shall mean the period that begins on the date
six  months  before  a  Change  in  Control and ends on the later of the third
annual  anniversary  of  the  Change in Control or the expiration date of this
Agreement.

     2.          Trigger  Events

     The  Employee  shall  be  entitled  to collect the severance benefits set
forth in Section 3 of this Agreement in the event that (a) a Change of Control
has occurred and the Employee voluntarily terminates his employment within the
30-day period beginning on the first anniversary of the date of the occurrence
of  a  Change  in  Control, (b) the Employee voluntarily terminates employment
within  90  days  of an event that both occurs during the Protected Period and
constitutes  Good  Reason, or (c) the Bank, the Company, or their successor(s)
in interest terminate the Employee's employment for any reason other than Just
Cause  during  the  Protected  Period.

     3.          Amount  of  Severance  Benefit

     (a)        If the Employee becomes entitled to collect severance benefits
pursuant  to  Section  2(a)  hereof,  the  Company  and/or  the Bank shall pay
Employee  one  (1) times the annual salary and bonus or incentive compensation
(not  including  stock  compensation  plans)  paid  to Employee by the Company
and/or  the  Bank  during  the  immediately  preceding  year  of  the  term of
employment,  such  sum  to  be  paid  within  five  (5)  days of the date that
Employee's  employment  actually  ceases.
     (b)        If the Employee becomes entitled to collect severance benefits
pursuant to Section 2(b) or 2(c) hereof, the Company and/or the Bank shall pay
Employee 2.99 times the annual salary and bonus or incentive compensation (not
including stock compensation plans) paid to Employee by the Company and/or the
Bank during the immediately preceding year of the term of employment, such sum
to  be  paid  within  five  (5)  days  of  the date that Employee's employment
actually  ceases.

     (c)         The provisions of this Agreement shall not reduce any amounts
otherwise  payable  to  the  Employee  or  in  any way diminish the employee's
rights,  whether  existing  now  or  hereafter  under  any benefit plan of the
Company  or  the  Bank.    The Employee shall not be obligated to mitigate any
payments  entitled  to  be  received  hereunder.

     (d)          The  foregoing  payments  and  benefits shall be paid to the
Employee's  beneficiaries  by  testate or intestate succession in the event of
Employee's death during the period during which such payments and benefits are
being  provided.

     (e)        In the event that the Employee and the Company or the Bank, as
the  case may be (hereinafter, in this Section 3(e), the "Company") agree that
the  Employee  has  collected  an amount exceeding the Code  280G Maximum, the
parties  agree  as  follows:

          (i)          In  the  calendar year that the Employee is entitled to
receive  a  payment  or  benefits  under the provisions of this Agreement, the
independent  accountants of the Company shall determine if an excess parachute
payment (as defined in Section 4999 of the Code, as amended, and any successor
provision  thereto)  exists.

               Such  determination  shall  be made after taking any reductions
permitted pursuant to Section 280G of the Code and the regulations thereunder.
 Any  amount  determined  to  be an excess parachute payment after taking into
account  such reductions shall be hereafter referred to as the "Initial Excess
Parachute  Payment".   As soon as practicable after a Change in Control of the
Company or the Bank, the Initial Excess Parachute Payment shall be determined.
 Immediately  following  a  Change  in Control of the Company or the Bank, the
Company  or the Bank shall pay the Employee, subject to applicable withholding
requirements  under  applicable  state  or  federal  law  an  amount equal to:

(a)       twenty (20) percent of the Initial Excess Parachute Payment (or such
other  amount  equal  to  the tax imposed under Section 4999 of the Code), and

(b)          such  additional  amount  (tax  allowance) as may be necessary to
compensate  the  Employee for the payment by the Employee of state and federal
income  and  excise  taxes on the payment provided under Clause (a) and on any
payments  under this Clause (b).  In computing such tax allowance, the payment
to  be  made under Clause (a) shall be multiplied by the "gross up percentage"
("GUP").    The  GUP  shall  be  determined  as  follows:


                    GUP  =          Tax  Rate
                                                  1  -  Tax  Rate

The  Tax  Rate for purposes of computing the GUP shall be the highest marginal
federal  and  state  income  and  employment-related  tax  rate, including any
applicable  excise  tax  rate, applicable to the Employee in the year in which
the  payment  under  Clause  (a)  is  made.

     (ii)          Notwithstanding  the foregoing, if it shall subsequently be
determined  in  a  final  judicial  determination  or  a  final administrative
settlement  to which the Employee is a party that the excess parachute payment
is  defined  in  Section  4999  of  the  Code,  reduced as described above, is
different  from  the  Initial  Excess Parachute Payment (such different amount
being  hereafter  referred to as the "Determinative Excess Parachute Payment")
then  the  Company's  independent  accountants shall determine the amount (the
"Adjustment  Amount")  the Employee must pay to the Company or the Bank or the
Company  or the Bank must pay to the Employee in order to put the Employee (or
the Company or the Bank, as the case may be) in the same position the Employee
(or  the  Company  or  the  Bank,  as  the case may be) would have been if the
Initial  Excess  Parachute  Payment had been equal to the Determinative Excess
Parachute  Payment.    In  determining  the Adjustment Amount, the independent
accountants shall take into account any and all taxes (including any penalties
and  interest)  paid by or for the Employee or refunded to the Employee or for
the  Employee's  benefit.   As soon as practicable after the Adjustment Amount
has  been  so  determined,  the  Company  or the Bank shall pay the Adjustment
Amount  to  the  Employee or the Employee shall repay the Adjustment Amount to
the  Company  or  the  Bank,  as  the  case  may  be.

     (iii)         In any calendar year that the Employee receives payments of
benefits  under  this  Agreement,  the  Employee shall report on his state and
federal  income  tax  returns  such  information  as  is  consistent  with the
determination  made by the independent accountants of the Company as described
above.    The  Company  and  the  Bank  shall  indemnify and hold the Employee
harmless  from  any  and  all  losses,  costs  and expenses (including without
limitation,  reasonable  attorney's fees, interest, fines and penalties) which
the  Employee  incurs  as a result of so reporting such information.  Employee
shall  promptly  notify  the  Company  and  the  Bank  in writing whenever the
Employee  receives  notice  of the institution of a judicial or administrative
proceeding,  formal  or  informal,  in  which  the federal tax treatment under
Section  4999  of  the  Code  of  any  amount  paid  or payable under this the
Employment  Agreement  is being reviewed or is in dispute.  The Company or the
Bank shall assume control at its expense over all legal and accounting matters
pertaining  to  such  federal tax treatment (except to the extent necessary or
appropriate  for  the  Employee to resolve any such proceeding with respect to
any matter unrelated to amounts paid or payable pursuant to this contract) and
the  Employee  shall  cooperate fully with the Company or the Bank in any such
proceeding.  The Employee shall not enter into any compromise or settlement or
otherwise  prejudice any rights the Company or the Bank may have in connection
therewith  without  prior  consent  of  the  Company  or  the  Bank.

     4.          Term  of  the  Agreement

     This  Agreement  shall  remain in effect for the period commencing on the
Effective  Date  and ending on the earlier of (i) the date 36 months after the
Effective  Date, and (ii) the date on which the Employee terminates employment
with  the  Company  or the Bank; provided that the Employee's rights hereunder
shall continue following the termination of his employment with the Company or
the  Bank  under  any  of  the  circumstances  described  in Section 2 hereof.

     5.          Termination  or  Suspension  Under  Federal  Law

     Any  payments  made  to  the  Employee  pursuant  to  this  Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
 1828(k)  and  any  regulations  promulgated  thereunder.

     6.          Expense  Reimbursement

     In the event that any dispute arises between the Employee and the Company
or  the  Bank  as  to  the terms or interpretations of this Agreement, whether
instituted by formal legal proceedings or otherwise, including any action that
the Employee takes to enforce the terms of this Agreement or to defend against
any  action taken by the Company or the Bank, the Employee shall be reimbursed
for all costs and expenses, including reasonable attorneys' fees, arising from
such  dispute, proceedings or actions, provided that the Employee shall obtain
a final judgment in favor of the Employee in a court or competent jurisdiction
or  in  binding  arbitration  under  the  rules  of  the  American Arbitration
Association.    Such  reimbursement,  which  may  be  in  advance of any final
judgment  or  determination  in  arbitration,  if  requested in writing by the
Employee,  shall  be paid within ten (10) days of Employee's furnishing to the
Company  or  the  Bank written evidence, which may be in the form, among other
things,  or  a canceled check or receipt, of any costs or expenses incurred by
the  Employee.

     7.          Successors  and  Assigns

     (a)      This Agreement shall inure to the benefit of and be binding upon
any  corporate  or  other successor or assign of the Company or the Bank which
shall  acquire,  directly or indirectly, by merger, consolidation, purchase or
otherwise,  all  or  substantially  all  of the assets or stock of the Bank or
Company.    This Agreement shall inure to the benefit of and be enforceable by
the  Employee's personal and legal representatives, executors, administrators,
successors,  heirs,  devisees  and legatees.  If the Employee should die while
any  amounts are still payable to him/her hereunder, all such amounts shall be
paid in accordance with the terms of this Agreement to the Employee's devisee,
legatee  or other designee, or if there be no such designee, to the Employee's
Estate.

     (b)     Since the Company and the Bank are contracting for the unique and
personal  skills  of  the  Employee,  the  Employee  shall  be  precluded from
assigning or delegating his rights or duties hereunder without first obtaining
the  written  consent  of  the  Company  or  the  Bank.

     8.          Amendments

     No amendments or additions to this Agreement shall be binding unless made
in  writing  and  signed  by  all  of  the parties, except as herein otherwise
specifically  provided.    No waiver by either party hereto at any time of any
breach  by  the  other  party  hereto, or of compliance with, any condition or
provision of this Agreement to be performed by such other party will be deemed
to  be a waiver of similar or dissimilar provisions or conditions, at the same
or  any  prior  or  subsequent  time.

     9.          Applicable  Law

     Except  to  the extent preempted by Federal law, the laws of the State of
Texas shall govern this Agreement in all respects, whether as to its validity,
construction,  capacity,  performance  or  otherwise.

     10.          Severability

     The  provisions  of  this  Agreement  shall  be  deemed severable and the
invalidity  or unenforceability of any provision shall not affect the validity
or  enforceability  of  the  other  provisions  hereof.

     11.          Entire  Agreement

     This  Agreement, together with any understanding or modifications thereof
as  agreed to in writing by the parties, shall constitute the entire agreement
between  the  parties  hereto.

     12.          Notices

     For purposes of this Agreement, notices and 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 U.S. registered or certified mail,
return  receipt  requested, postage prepaid, as follows:  If to the Company or
the Bank:  Chairman of the Board and Chief Executive Officer, Coastal Bancorp,
Inc., 8 Greenway Plaza, Suite 1500, Houston, Texas 77046.  If to the Employee:

          Catherine  N.  Wylie
          3225  Bellefontaine
          Houston,  Texas  77025
          ss#  ###-##-####
     Employee  Name  &  Address

     IN  WITNESS  WHEREOF, the parties have executed this Agreement on the day
and  year  first  herein  above  written.

ATTEST:                                      COASTAL BANCORP, INC.


/s/    Linda  B.  Frazier                    By:     /s/ Manuel J. Mehos
     Secretary                               Manuel J. Mehos, 
                                             Chairman of the Board
                                             and  Chief  Executive  Officer

ATTEST:                                      COASTAL  Banc  ssb


/s/  Linda  B.  Frazier                      By:     /s/ Manuel J. Mehos
     Secretary                               Manuel J. Mehos, 
                                             Chairman of the Board
                                             and  Chief  Executive  Officer

WITNESS


/s/  Pamela  S.  Watkins                    /s/ Catherine N. Wylie
                                            Catherine N. Wylie