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                                                                    EXHIBIT 10.6

                     [SUPERIOR FINANCIAL CORP LETTERHEAD]

    
     
    
     
    
     

                                January 1, 1998


Mr. Marvin Scott
7495 Lazy Acres Road
Pass Christian, Mississippi 39571

Dear Marvin:

     The purpose of this letter is to confirm our discussions with respect to 
your employment by SFC Acquisition Corp. (the "Parent") which has been organized
for the purpose of acquiring Superior Federal Bank, FSB (the "Company").

Effective Date:          January 9, 1998 or shortly thereafter based on your 
                         official resignation date from your current employer.

Position:                You will serve as President of both the Parent and the 
                         Company, following its acquisition.

Compensation:            For all services rendered by you during your 
                         employment, you will be paid an annual base salary of 
                         $150,000, or $12,500 per month, subject to periodic 
                         increases as the board of directors of the parent may 
                         approve.  You will be paid a targeted annual bonus of 
                         $50,000 based on the accomplishment of both annual and 
                         long-term goals to be approved by the board of 
                         directors of the parent.

Benefits                 You will be provided the right to participate in the 
                         normal employee benefits plans as the Company may have 
                         in effect upon its acquisition.  You will be provided 
                         with the use of a full size automobile along with 
                         insurance coverage and associated expenses upon your 
                         employment.  Also, you will be provided a $500,000 term
                         life insurance policy during the period from your
                         resignation of your current employer to the closing of
                         the acquisition of the



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                            Company by the Parent.  Thereafter, you will 
                            participate in the Company life insurance plan.  

Relocation Expenses:        You will be provided with temporary living expenses
                            in Arkansas, including hotel, apartment, meals, and
                            utilities expenses until the earlier of your move
                            into a new home in Arkansas, or December 31, 1998;
                            payment or reimbursement for all costs of packing
                            and moving your household goods, furniture and other
                            belongings from your present home to your new home,
                            and all costs incurred by you and your family in
                            making up to three trips for house-hunting.

                            The Parent or Company will, until your present home 
                            is sold, reimburse you for interest costs on the 
                            purchased of a new home, and, if your present home 
                            is not sold by December 31, 1998, shall purchase
                            your present home at fair-market value as determined
                            by the average of three then-current appraisals of
                            the property.  

                            The Parent or Company will reimburse you for all 
                            closing costs associated with both the sale of your 
                            current home and the purchase of your new home.  If 
                            your current home is not sold to the Company, you 
                            will be reimbursed for all real estate commissions 
                            in connections with the sale.

Stock Options:              You will receive options, for a term of ten (10) 
                            years, to acquire an amount of common stock, valued 
                            at the initial offering price of $10. equal to two 
                            and one-half percent (2.5%) of the aggregate 
                            proceeds of the equity private placement.  Vesting 
                            shall be in accordance with the following schedule:
                                
                                   20% vesting at the closing of the Parent's 
                                        acquisition of the Company;
                                   20% vesting upon successful consummation of a
                                        public offering of equity securities of 
                                        the Parent; 
                                   20% vesting upon the stock reaching a market 
                                        value (adjusted for stock splits, stock 
                                        dividends, or other changes in capital 
                                        structure), based upon an average of the
                                        closing price over (10) consecutive days
                                        (the "Market Value") of at least $15 per
                                        share;
                                   20% vesting when such Market Value reaches 
                                        $20 per share; and;
                                   20% vesting when such Market Value reaches 
                                        $25 per share.
                               
                            If a public offering is not consummated by December 
                            8, 2002,

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                            options shall vest in accordance with the 
                            following schedule:

                               20% vesting at Closing;
                               20% vesting upon the Company's annual return on 
                                    average assets ("ROAA") attaining 125 basis
                                    points; 
                               20% vesting upon the Company's annual ROAA 
                                    attaining 140 basis points; 
                               20% vesting upon the Company's annual ROAA  
                                    attaining 155 basis points;
                               20% vesting upon the Company's annual ROAA 
                                    attaining 175 basis points;
                            provided that such vesting shall be cumulative 
                            and accelerated upon the company's having attained
                            a stated annual ROAA basis point target in any 
                            fiscal year.

                            All options whether under the equity private 
                            placement or under the public offering shall become
                            fully vested upon a change in control as defined in
                            the next paragraph.

Change in Control:          A "Change in Control" of the Company on the Parent 
                            shall mean the occurrence of a transaction the 
                            result of which is that more than twenty-five 
                            percent of the outstanding shares of the Company 
                            or the Parent, or any successor thereof, are 
                            acquired by any person or entity, or group acting
                            in concert, which, prior, to such transaction owned 
                            or controlled less than twenty-five percent of the
                            shares of the Company or of the Parent except that 
                            this definition shall not apply to a corporate 
                            reorganization.

                            In the event of a Change in Control of the Company
                            or the Parent subsequent to the date hereof, this
                            agreement shall be terminated and you shall receive
                            compensation of 2.99 times your annualized total
                            compensation for the twelve months preceding the
                            change in control, including bonuses.

Personal Investment:        You will be allowed to make a personal investment in
                            the Parent within your personal capacity.

Club Membership:            Based on approval of the Parent's board of
                            directors, you will be provided with funds, net of
                            taxes, sufficient to enable you to purchase
                            membership in one club with facilities at which you
                            could engage in business entertainment on behalf of
                            the Parent or Company. You will be reimbursed, net
                            of taxes, for monthly dues, periodic assessments,
                            and other such costs of membership. You will be
                            responsible for any personal charges that you may
                            incur in

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                              utilizing the club.

Parent's Undertaking:         Following its acquisition of Company, Parent shall
                              cause Company to be bound by any obligation 
                              undertake by Parent in this letter.

         I believe this letter summarized the terms agreed upon in our 
discussions.  Except as to the explicit provisions expressed herein, no contract
or other arrangement exists between the undersigned parties.  This agreement 
shall be governed by the law of the State of Arkansas.  If you concur, please 
sign the enclosed copy of this letter and return it to me.

                                        Sincerley yours,

    
                                        /s/ C. Stanley Bailey     
                                            C. Stanley Bailey

AGREED TO:
    
/s/ C. Marvin Scott
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