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                                                                     EXHIBIT 4.2
 
                         REGISTRATION RIGHTS AGREEMENT

     Registration Rights Agreement (the "Agreement"), dated as of April 1, 1998,
by and between Superior Financial Corp. (the "Company"), a Delaware corporation
and each of the undersigned Investors (hereinafter referred to individually as
an "Investor" and collectively as the "Investors").

                                  WITNESSETH:

     WHEREAS, the Company and each of the Investors have entered into a certain
Subscription Agreement providing for the purchase by the Investors of: (i) the
Company's Senior Notes due 2003 (the "Senior Notes"); or (ii) shares of the
Company's common stock, par value $.01 per share (the "Common Stock"); or (iii)
a combination of Senior Notes and Common Stock, in each case subject to the
terms and conditions set forth therein; and

     WHEREAS, the Company desires to provide the Investors with certain
registration rights with respect to the Senior Notes and the shares of Common
Stock purchased pursuant to the Subscription Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein and for other good and valuable consideration, the receipt and the
sufficiency of which are hereby acknowledged, the Company and the Investors
agree as follows:


     SECTION 1.  DEFINITIONS.

     As used in this Agreement, the following terms shall have the following
     meanings:

          (a) "Affiliate" shall mean, with respect to any Person, any Person
     that, directly or indirectly, controls, is controlled by or is under common
     control with such Person.  For the purposes of this definition, "control"
     when used with respect to any specified Person means the power to direct
     the management and policies of such Person, directly or indirectly, whether
     through the ownership of voting securities, by contract or otherwise; and
     the terms "controlling" and "controlled" have meanings corresponding to the
     foregoing.

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          (b) "Business Day" shall mean any day except a Saturday, Sunday or
     other day on which commercial banks and savings institutions in the State
     of Arkansas are authorized or obligated by law to close.

          (c) "Commission" shall mean the Securities and Exchange Commission, or
     any other federal agency at the time administering the Securities Act.

          (d) "Common Stock" shall mean the common stock, par value $.01 per
     share, of the Company.

          (e) "Depository" shall mean The Depository Trust Company, or any
     successor depository appointed by the Company.

          (f) "Effectiveness Period" shall have the meaning set forth in Section
     3 of this Agreement.

          (g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          (h) "Holder" shall mean any holder of outstanding Registrable
     Securities, including any Person to whom Registrable Securities have been
     transferred in compliance with this Agreement.

          (i) "Indenture" shall mean the Indenture dated as of April 1, 1998
     between the Company and The Bank of New York, as trustee, as the same may
     be amended from time to time in accordance with the terms thereof,
     providing for the issuance of the Senior Notes.

          (j) "Initiating Holders" shall mean one or more Holders of either: (i)
     not less than 35% in aggregate principal amount of the Senior Notes or (ii)
     not less than 35% of the shares of Common Stock then outstanding.

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          (k) "Issue Date" shall mean the date of original issuance pursuant to
     the Subscription Agreement of the Senior Notes and the shares of Common
     Stock.

          (l) "Noteholders" means a holder of the Senior Notes.

          (m) "Person" shall mean an individual, a corporation, a partnership,
     an association, a trust or any other entity or organization, including a
     government or political subdivision or an agency or instrumentality
     thereof.

          (n) "Prospectus" shall mean the prospectus included in a Shelf
     Registration Statement, including any preliminary prospectus, and any such
     prospectus as amended or supplemented by any prospectus supplement,
     including a prospectus supplement with respect to the terms of the offering
     of any portion of the Registrable Securities, and by all other amendments
     and supplements to a prospectus, including post-effective amendments, and
     in each case including all material incorporated by reference therein.

          (o) "Registrable Securities" shall mean (i) the Senior Notes and (ii)
     the shares of Common Stock issued pursuant to the Subscription Agreement
     and (iii) any shares of the capital stock (or rights to receive capital
     stock) of the Company issued in respect of the Common Stock issued pursuant
     to the Subscription Agreement by reason of, or in connection with, any
     stock dividend, stock distribution, stock split, purchase in any rights
     offering or in connection with any combination of shares, recapitalization,
     merger or consolidation, or any other equity securities issued pursuant to
     any other pro rata distribution with respect to the Common Stock issued
               --------                                                     
     pursuant to the Subscription Agreement.  Notwithstanding the foregoing,
     Registrable Securities shall not include otherwise Registrable Securities
     (i) sold by an Investor to or through a broker or dealer or underwriter

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     pursuant to a registered public offering or (ii) sold in a transaction
     exempt from the registration and prospectus delivery requirements of the
     Securities Act under Section 4(1) thereof or Rule 144 thereunder, if in any
     such case, all transfer restrictions and restrictive legends with respect
     thereto, if any, are removed upon the consummation of such sale.

          (p) "Securities Act" shall mean the Securities Act of 1933, as
     amended, and the rules and regulations of the Commission thereunder.

          (q) "Senior Notes" shall mean the Senior Notes due 2003 of the Company
     issued by the Company pursuant to the Subscription Agreement.

          (r) "Shelf Registration" shall have the meaning set forth in Section 3
     of this Agreement.

          (s) "Shelf Registration Statement" shall mean a "shelf" registration
     statement of the Company pursuant to the provisions of Section 3 of this
     Agreement which covers all of the Registrable Securities required to be
     registered on an appropriate form for purposes of an offering on a
     continuous basis pursuant to Rule 415 under the Securities Act, or any
     similar rule that may be adopted by the Commission.

          (t) "Subscription Agreement" shall mean the Subscription Agreement
     between and among the Company and the Investors, as amended, supplemented
     or otherwise modified from time to time.

          (u) "TIA" shall mean the Trust Indenture Act of 1939, as amended.

          (v) "Trustee" shall mean the trustee under the Indenture.


     SECTION 2.  RESTRICTIONS ON TRANSFERABILITY.

     The Registrable Securities shall not be sold, transferred or otherwise
disposed of, except in accordance with and subject to the provisions of the
Securities Act and the rules and regulations of the Commission promulgated
thereunder.

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     SECTION 3.  SHELF REGISTRATION RIGHTS.

          (a) The Company shall, at the Company's cost, subject to Section 6
     hereof,

               (i) within 120 days after the Issue Date, file with the
     Commission, and thereafter use its best efforts to cause to be declared
     effective as promptly as practicable, a Shelf Registration Statement
     relating to the offer and sale of the Registrable Securities by the Holders
     from time to time;

               (ii) use its best efforts to keep the Shelf Registration
     Statement continuously effective, supplemented and amended under the
     Securities Act in order to permit the Prospectus forming a part thereof to
     be usable by Holders identified as selling security holders in such Shelf
     Registration Statement for a period ending on the earliest of: (A) two
     years from the date the Shelf Registration Statement is declared effective
     by the Commission, (B) the date as of which all Registrable Securities
     shall have been disposed of, (C) the date on which the entire amount of
     Registrable Securities held by each Investor shall be saleable without
     registration pursuant to Rule 144(k) (or any similar provision then in
     effect)(the "Effectiveness Period"); and

               (iii)  notwithstanding any other provisions hereof, use its best
     efforts to ensure that (A) any Shelf Registration Statement and any
     amendment thereto and any Prospectus forming a part thereof and any
     supplement thereto complies in all material respects with the Securities
     Act and the rules and regulations thereunder, (B) any Shelf Registration
     Statement and any amendment thereto does not, when it becomes effective,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading and (C) any Prospectus forming a part of any Shelf

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     Registration Statement, and any supplement to such Prospectus (as amended
     or supplemented from time to time), does not include an untrue statement of
     a material fact or omit to state a material fact necessary in order to make
     the statement therein, in light of the circumstances under which they were
     made, not misleading, except that the Company shall be entitled to rely on
     the information provided to them in writing by the Holders with respect to
     such Holders specifically included in such Prospectus.

          (b) Any Holder desiring to sell Registrable Securities pursuant to the
     Shelf Registration Statement shall provide not less than 30 days' prior
     written notice to the Company.  Any such notice shall specify the aggregate
     principal amount of the Senior Notes or the number of shares of Common
     Stock proposed to be sold and the intended method of disposition thereof.
     The Company shall use its best efforts to promptly file any required
     amendment(s) to the Shelf Registration Statement in order to facilitate any
     sales of Senior Notes and/or Common Stock as described above.

          (c) If Initiating Holders so elect at any time and from time to time
     after the end of the second full calendar quarter following the purchase by
     SFC Acquisition Corp. of Superior Federal Bank, an offering of such
     Registrable Securities pursuant to such Shelf Registration shall be in the
     form of an underwritten offering.  If any offering pursuant to the Shelf
     Registration is in the form of an underwritten offering, the Initiating
     Holders will select and retain the investment banker or investment bankers
     and manager or managers that will administer the offering; provided that
     such investment bankers and managers must be reasonably satisfactory to the
     Company.  The right to participate in an underwritten offering shall be in
     addition to, and not in limitation of, the right to sell Registrable
     Securities pursuant to the Shelf Registration from time to time.

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     SECTION 4.  UNDERWRITTEN OFFERINGS.

          (a) In connection with any underwritten offering of Company securities
     pursuant to Section 3(c) hereof, the Holders of Registrable Securities to
     be distributed by such underwriters shall be parties to the underwriting
     agreement between the Company and such underwriters and any such
     underwriting agreement shall require that the representations and
     warranties by, and the other agreements on the part of, the Company to and
     for the benefit of such underwriters also shall be made to and for the
     benefit of such Holders and that the conditions precedent to the
     obligations of such underwriters under such underwriting agreement shall be
     conditions precedent to the obligations of such Holders.

          (b) No Holder may participate in any underwritten offering under
     Section 3(c) unless such Holder (i) agrees to sell its Registrable
     Securities on the basis provided in any underwriting arrangement approved
     by the Company and (ii) completes and executes all questionnaires, powers
     of attorney, indemnities, securities escrow agreements, underwriting
     agreements and other documents required under the terms of such
     underwriting, and furnishes to the Company such information as the Company
     may reasonably request in writing for inclusion in the Shelf Registration
     Statement (and the Prospectus included therein); provided, however, that no
     Holder shall be required to make any representations or warranties to or
     agreements with the Company or the underwriters other than representations,
     warranties or agreements regarding such Holder and such Holder's intended
     method of distribution and any other representation required by law.

          (c) In the case of any underwritten offering of Company securities
     pursuant to Section 3(c) hereof, the Company shall provide written notice
     to the Holders of all of the Registrable Securities of such underwritten
     offering at least 30 days prior to the filing of a Prospectus supplement
     for such underwritten offering.  Such notice shall (i) offer each such

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     Holder the right to participate in such underwritten offering, (ii) specify
     a date, which shall be no earlier than 10 days following the date of such
     notice, by which the Holder must inform the Company of its intent to
     participate in such underwritten offering and (iii) include the
     instructions such Holder must follow in order to participate in such
     underwritten offering.

          (d) In the case of any underwritten offering of Company securities
     pursuant to Section 3(c) hereof, if the managing underwriter shall advise
     the Company in writing (with a copy to each Holder of Registrable
     Securities requesting registration) that, in its opinion, the number of
     securities requested to be included in such registration exceeds the number
     which can be sold in such offering within a price range acceptable to the
     Initiating Holders, the Company will include in such registration, to the
     extent of the number which the Company is so advised can be sold in such
     offering, Registrable Securities requested to be included in such
     registration, pro rata among such Holders requesting such registration on
                   --- ----                                                   
     the basis of the number of such Registrable Securities requested to be
     included by such Holders.  In connection with any such registration, no
     securities other than Registrable Securities shall be covered by such
     registration.

     SECTION 5.  REGISTRATION EXPENSES.

     The Company will pay all registration expenses in connection with any
registration pursuant to Section 1 of this Agreement, including, without
limitation, all registration and filing fees, fees with respect to filings
required to be made with the National Association of Securities Dealers, fees
and expenses of compliance with securities or blue sky laws, the cost of any
special audit required by the Securities Act or the rules and regulations of the
Commission thereunder as a result of the Company's obligation to maintain a
Shelf Registration Statement current, printing expenses, and fees and expenses
of counsel for the Company and of independent public accountants of the Company
(including the expenses of any "comfort" letters and updates thereof required by

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or incident to the foregoing) and reasonable fees of counsel incurred by the
Investors not to exceed $25,000 in the aggregate for Holders of Senior Notes and
$25,000 in the aggregate for purchasers of shares of Common Stock in connection
with such registration, except that underwriting discounts and commissions,
underwriting expenses and transfer taxes, if any (other than discounts,
commissions, expenses and transfer taxes relating to securities offered and sold
by the Company), and cost of liability insurance (except to the extent carried
by the Company on its own behalf) shall not be borne by the Company.

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     SECTION 6.  REGISTRATION PROCEDURES.

     Pursuant to its obligations under Section 3 hereof, the Company agrees it
will, as expeditiously as possible, subject to the terms and conditions of such
section:

          (a) prepare and file with the Commission the requisite Shelf
     Registration Statement to effect such registration, use its best efforts to
     cause such Shelf Registration Statement to become effective and remain
     effective in accordance with Section 3 and promptly notify each Holder of
     Registrable Securities and any managing underwriter of the effectiveness
     thereof; provided, however, that before filing any Registration Statement
     or Prospectus or any amendments or supplements thereto, the Company, if
     requested, shall furnish to and afford the Holders of Registrable
     Securities, their counsel and the managing underwriters, if any, a
     reasonable opportunity to review copies of all such documents (including
     copies of any documents to be incorporated by reference therein and all
     exhibits thereto) proposed to be filed at least five business days prior to
     such filing.  The Company shall not file any Registration Statement or
     Prospectus or any amendments or supplements thereto in respect of which the
     Holders, pursuant to this Agreement, must be afforded an opportunity to
     review prior to the filing of such document, if  the Initiating Holders,
     their counsel or the managing underwriters, if any, shall reasonably
     object;

          (b) prepare and file with the Commission such amendments and
     supplements to such Shelf Registration Statement and the Prospectus used in
     connection therewith as may be necessary to keep such Shelf Registration
     Statement effective or as may be reasonably requested by the Initiating
     Holders, notify each Holder of Registrable Securities and any managing
     underwriter as promptly as practicable of any request by the Commission or
     the Initiating Holders for amendments or supplements to such Shelf
     Registration Statement or related Prospectus or for additional information

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     and comply with the provisions of the Securities Act with respect to the
     disposition of all Registrable Securities until such time as all of such
     Registrable Securities have been disposed of in accordance with the
     intended methods of disposition by the seller or sellers thereof set forth
     in such Shelf Registration Statement;

          (c) (i) furnish without charge to each selling Holder of Registrable
     Securities and to each underwriter of an underwritten offering of
     Registrable Securities, if any, such number of conformed copies of such
     Shelf Registration Statement and of each such amendment and supplement
     thereto (in each case including all exhibits), such number of copies of the
     Prospectus contained in such Shelf Registration Statement (including each
     preliminary prospectus and any summary prospectus) and any other prospectus
     filed under Rule 424 under the Securities Act, in conformity with the
     requirements of the Securities Act, and such other documents as such
     selling Holder may reasonably request, in order to facilitate the public
     sale or other disposition of the Registrable Securities and (ii) subject to
     the penultimate paragraph of this Section 6, consent to the use of the
     Prospectus or any amendment or supplement thereto by each of the selling
     Holders in connection with the offering and sale of the Registrable
     Securities covered by the Prospectus or any amendment or supplement
     thereto, provided that such use complies with all applicable laws and
     regulations;

         (d) use its best efforts to register or qualify all Registrable
    Securities under all applicable state securities or blue sky laws of such
    jurisdictions as any Holder of Registrable Securities and each underwriter
    of an underwritten offering of Registrable Securities shall reasonably
    request, to keep such registration or qualification in effect for so long as
    such Shelf Registration Statement remains in effect, and take any other
    action which may be reasonably necessary or advisable to enable such Holder
    and underwriter to consummate the disposition in such jurisdictions of the
    securities owned by such Holder and underwriter, except that the Company

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    shall not for any such purpose be required to (i) qualify generally to do
    business as a foreign corporation or as a dealer in securities in any
    jurisdiction wherein it would not but for the requirements of this Section
    6(d) be obligated to be so qualified, (ii) subject itself to taxation in any
    such jurisdiction if it is not then so subject or (iii) consent to general
    service of process in any jurisdiction where it would not otherwise be
    subject to such service of process;

         (e) (i) cooperate with the selling Holders to facilitate the timely
    preparation and delivery of certificates, if any, representing Registrable
    Securities to be sold, which certificates shall not bear any restrictive
    legends and shall be in a form eligible for deposit with the Depository and
    (ii) cause such Registrable Securities to be in such denominations and
    registered in such names as the selling Holders or the managing underwriters
    may reasonably request at least two business days prior to the closing of
    any sale of Registrable Securities;

         (f) use its best efforts to cause all securities covered by such Shelf
    Registration Statement to be registered with or approved by such other
    governmental agencies or authorities as may be necessary to enable the
    seller or sellers thereof to consummate the disposition of such securities;

         (g) upon the occurrence of any circumstance contemplated by paragraphs
    (b), (m), (n) or (o)(ii) of this Section 6, use its best efforts to prepare
    a supplement or post-effective amendment to the Registration Statement and
    the related Prospectus or any document incorporated therein by reference or
    file any other required document so that, as thereafter delivered to the
    purchasers of the Registrable Securities, such Prospectus will not contain
    any untrue statement of a material fact or omit to state a material fact
    necessary to make the statements therein, in  light of the circumstances
    under which they were made, not misleading.  The Company agrees to notify
    each Holder to suspend use of the Prospectus as promptly as practicable

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    after the occurrence of any such circumstance, and each Holder hereby agrees
    to suspend use of the Prospectus until the Company has amended or
    supplemented the Prospectus to correct such misstatement or omission;

         (h) obtain a CUSIP number for all Registrable Securities which are
    Senior Notes, not later than the effective date of a Registration Statement,
    and provide the Trustee with printed certificates for the Senior Notes in a
    form eligible for deposit with the Depository;

         (i) cause the Indenture to be qualified under the TIA in connection
    with the registration of the Registrable Securities that are Senior Notes,
    cooperate with the Trustee and the Holders to effect such changes to the
    Indenture as may be required for the Indenture to be so qualified in
    accordance with the terms of the TIA and execute, and use its best efforts
    to cause the Trustee to execute, all documents as may be required to effect
    such changes, and all other forms and documents required to be filed with
    the Commission to enable the Indenture to be so qualified in a timely
    manner;

         (j) enter into customary agreements (including, in the case of an
    underwritten offering, an underwriting agreement in customary form) and take
    all such other appropriate actions as are reasonably requested in order to
    expedite or facilitate the registration or the disposition of such
    Registrable Securities, and in such connection, whether or not an
    underwriting agreement is entered into and whether or not the registration
    is an underwritten registration: (i) make such representations and
    warranties to Holders of such Registrable Securities and the underwriters,
    if any, with respect to the business of the Company and its subsidiaries and
    the Registration Statement, the Prospectus and all documents, if any,
    incorporated or deemed to be incorporated by reference therein, in each
    case, as are customarily made by issuers to underwriters in underwritten
    public offerings, and confirm the same if and when reasonably requested; and
    (ii) if an underwriting agreement is entered into, cause the same to contain
    indemnification provisions and procedures no less favorable than those set

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    forth in Section 7 hereof (or such other provisions and procedures
    acceptable to the Initiating Holders and the managing underwriters or
    agents) with respect to all parties to be indemnified pursuant to said
    section.  The above shall be done at each closing under such underwriting
    agreement, as and to the extent required thereunder;

         (k) make available for inspection by any selling Holder of such
    Registrable Securities being sold, any underwriter participating in any such
    disposition of Registrable Securities, if any, and any attorney, accountant
    or other agent retained by any such selling Holder or underwriter
    (collectively, the "Inspectors"), at the offices where normally kept, during
    reasonable business hours, all financial and other records, pertinent
    corporate documents and properties of the Company and its subsidiaries
    (collectively, the "Records") as shall be reasonably necessary to enable
    them to exercise any applicable due diligence responsibilities, and cause
    the officers, directors and employees of the Company and its subsidiaries to
    supply all information in each case reasonably requested by any such
    Inspector in connection with such Registration Statement;

         (l) use its best efforts to furnish to each Holder of Registrable
    Securities a signed counterpart, addressed to such Holder (and, in the case
    of an underwritten offering by the Company, the underwriters), of

                   (i) an opinion of counsel for the Company, dated the
         effective date of such Shelf Registration Statement (and, in case of an
         underwritten offering by the Company, dated the date of each closing
         under the underwriting agreement), reasonably satisfactory in form and
         substance to such Holder, and

                   (ii) a "comfort" letter, dated the effective date of such
         Shelf Registration Statement (and, in the case of an underwritten
         offering, dated the date of each closing under the underwriting

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         agreement), signed by the independent public accountants who have
         certified the Company's financial statements included in such Shelf
         Registration Statement, covering substantially the same matters with
         respect to such Shelf Registration Statement (and the Prospectus
         included therein) and with respect to events subsequent to the date of
         such financial statements, as are customarily covered in accountants'
         letters delivered to underwriters in underwritten public offerings of
         securities and such other financial matters as such Holder (or the
         underwriters) may reasonably request;

         (m) immediately notify each Holder of Registrable Securities and any
    managing underwriter, at any time when a Prospectus relating thereto is
    required to be delivered under the Securities Act, of the happening of any
    event or the failure of any event to occur or the discovery of any facts or
    otherwise as a result of which such Shelf Registration Statement, as then in
    effect, or any related Prospectus, includes an untrue statement of a
    material fact or omits to state any material fact required to be stated
    therein or necessary to make the statements therein not misleading in light
    of the circumstances under which they were made, and at the request of any
    such Holder or any such managing underwriter, promptly prepare and furnish
    to such Holder or managing underwriter a reasonable number of copies of a
    supplement to or an amendment of such prospectus as may be necessary so
    that, as thereafter delivered to the purchasers of such securities, such
    Shelf Registration Statement or Prospectus shall not include an untrue
    statement of a material fact or omit to state a material fact required to be
    stated therein or necessary to make the statements therein not misleading in
    light of the circumstances under which they were made;

         (n) notify each Holder of Registrable Securities  and any managing
    underwriter as promptly as practicable after becoming aware of the issuance
    by the Commission or any state securities authority of any stop order

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    suspending the effectiveness of such Shelf Registration Statement or the
    initiation of any proceedings for that purpose or the receipt by the Company
    of any notification with respect to the suspension of qualification of any
    Registrable Securities for sale in any jurisdiction or the initiation or
    threatening of any proceeding for such purpose and make all reasonable
    efforts to obtain as promptly as practicable the withdrawal of any order or
    other action suspending the qualification of the Registrable Securities for
    sale in any jurisdiction;

         (o) notify each Holder of Registrable Securities, such Holder's counsel
    and the managing underwriters, if any, (i) when a Registration Statement has
    become effective and when any post-effective amendments and supplements
    thereto become effective and (ii) if between the effective date of the Shelf
    Registration Statement and the closing of any sale of Registrable
    Securities, the representations and warranties of  the Company contained in
    any underwriting agreement, securities sales agreement or other similar
    agreement, if any, relating to such offering cease to be true and correct in
    all material respects;

         (p) (i) otherwise use its best efforts to comply with all applicable
    rules and regulations of the Commission, (ii) make available to its security
    holders, as soon as reasonably practicable, an earnings statement covering
    the period of at least twelve months, but not more than eighteen months,
    beginning with the first full calendar month after the effective date of
    such Shelf Registration Statement, which earnings statement shall satisfy
    the provisions of Section 11(a) of the Securities Act, and (iii) not file
    any Shelf Registration Statement or Prospectus or amendment or supplement to
    such Shelf Registration Statement or Prospectus to which any such Holder of
    Registrable Securities shall have reasonably objected on the grounds that
    such amendment or supplement does not comply in all material respects with
    the requirements of the Securities Act, such Holder having been furnished
    with a copy thereof at least five (5) Business Days prior to the filing
    thereof;

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         (q) cause the Indenture to be qualified under the TIA in connection
    with the registration of the Senior Notes, and effect such changes to the
    Indenture as may be required for it to be so qualified in accordance with
    the terms of the TIA and execute, and use its reasonable best efforts to
    cause the trustee under the Indenture to execute, all documents as may be
    required to effect such changes, and all other forms and documents required
    to be filed with the Commission to enable the Indenture to be so qualified
    in a timely manner; and

         (r) to file all reports required to be filed by it under the Exchange
    Act and the rules and regulations adopted by the Commission thereunder in a
    timely manner and, to the extent the Company's obligation to file such
    reports pursuant to Section 15(d) of the Exchange Act expires prior to the
    expiration of the Effectiveness Period, the Company shall register the
    Registrable Securities under the Exchange Act and shall maintain such
    registration through the Effectiveness Period.

    Subject to Section 4(b) hereof, the Company may require each Holder of
Registrable Securities to furnish the Company with such information and
undertakings regarding such Holder and the distribution of such securities as
the Company may from time to time reasonably request in writing.

    Each Holder of Registrable Securities agrees (i) that upon receipt of any
written notice from the Company of the happening of any event of the kind
described in paragraphs (b),(m),(n) or (o)(ii) of this Section 6, such Holder
will forthwith discontinue such Holder's disposition of Registrable Securities
pursuant to the Shelf Registration Statement relating to such Registrable
Securities until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by this Section 6 or until it is advised in

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writing by the Company that the use of the applicable Prospectus may be resumed,
and, if so directed by the Company, will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies (which shall be
conspicuously marked as such), then in such Holder's possession of the
Prospectus relating to such Registrable Securities current at the time of
receipt of such notice and (ii) that it will immediately notify the Company, at
any time when a Prospectus relating to the registration of such securities is
required to be delivered under the Securities Act, of the happening of any event
as a result of which information previously furnished by such Holder to the
Company in writing specifically for inclusion in such Prospectus contains an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which they were made.  If the Company shall
give any such notice to suspend the disposition of Registrable Securities as a
result of the happening of any event of the kind described in paragraphs (b),
(m), (n) or (o)(ii) of this Section 6, the Company shall use its best efforts to
file and have declared effective (if an amendment) as soon as practicable an
amendment or supplement to the Registration Statement and shall extend the
period during which such Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days in the period from and
including the date of the giving of such notice to and including the date when
the Company shall have made available to the Holders copies of the supplemented
or amended Prospectus necessary to resume such dispositions or shall have
advised the Holders in writing that the use of the applicable Prospectus may be
resumed.

    No Holder of Registrable Securities may include any of its Registrable
Securities in any Shelf Registration Statement pursuant to this Agreement unless
and until such Holder furnishes to the Company in writing, within 15 days after
receipt of a request therefor, such information as the Company may, after
conferring with counsel with regard to information relating to Holders that
would be required by the Commission to be included in such Shelf Registration
Statement or Prospectus included therein, reasonably request for inclusion in
any Shelf Registration Statement or Prospectus included therein.  Each Holder
agrees to furnish promptly to the Company all information required to be

                                       18
<PAGE>
 
disclosed in the applicable Shelf Registration Statement or Prospectus included
therein by the rules and regulations of the Commission applicable to the Shelf
Registration Statement in order to make the information previously furnished to
the Company by such Holder not materially misleading.  The Company may exclude
from such registration the Registrable Securities of any seller who unreasonably
fails to furnish such information within 15 days after receiving such request.

    SECTION 7.  INDEMNIFICATION.

         (a) The Company shall indemnify and hold harmless each Holder of
    Registrable Securities (a "Selling Holder"), its directors, each underwriter
    and each controlling Person of any Selling Holder, if any, against any
    losses, claims, damages or liabilities, joint or several (or actions in
    respect thereof), including attorneys' fees and costs, to which such Selling
    Holder, underwriter or controlling Person may be subject under the
    Securities Act, under any other statute or at common law, insofar as such
    losses, claims, damages or liabilities (or actions in respect thereof) arise
    out of or are based upon (i) any untrue statement (or alleged untrue
    statement) of any material fact contained in any Shelf Registration
    Statement under which such securities were registered under the Securities
    Act, any Prospectus contained therein, including all documents incorporated
    therein by reference, any other document used to sell the securities
    (including an illegal prospectus) (collectively, the "Selling Documents"),
    or any amendment or supplement thereto (an "Amended Selling Document"), or
    (ii) any omission (or alleged omission) to state therein a material fact
    required to be stated therein or necessary to make the statements therein
    (in light of the circumstances in which they were made with respect to any
    Prospectus) not misleading, and shall reimburse each such Selling Holder,
    its directors, underwriter or controlling Person for any legal or other
    expenses reasonably incurred by such Selling Holder, its directors,
    underwriter or controlling Person in connection with investigating or
    defending any such loss, claim, damage, liability or action; provided,
    however, that the Company shall not be liable to any Selling Holder, its
    directors, underwriter or controlling Person in any such event to the extent
    that any loss, claim, damage or liability arises out of or is based upon any

                                       19
<PAGE>
 
    untrue statement or omission made in such Selling Document, Amended Selling
    Document, or any other document, in reliance upon and in conformity with
    written information furnished to the Company by such Selling Holder, its
    directors, underwriter or controlling Person, respectively, specifically for
    use therein; and provided further that the Company shall not be liable under
    this paragraph (a) with respect to any misstatement or omission or alleged
    misstatement or omission in any Selling Document to the extent that any such
    loss, claim, damage or liability results from the fact that the Selling
    Holder, underwriter or controlling Person sold securities to a Person to
    whom there was not sent or given, at or prior to the written confirmation of
    such sale, a copy of any Amended Selling Document if the Company had
    previously furnished copies thereof to such Selling Holder, underwriter or
    controlling Person and if the misstatement or omission or alleged
    misstatement or omission was corrected in the Amended Selling Document.  The
    indemnity provided for herein shall remain in full force and effect
    regardless of any investigation made by or on behalf of such Selling Holder,
    its directors, underwriter or controlling Person; provided, however that any
    amounts advanced by the Company to an indemnified party pursuant to this
    Section 7 as a result of such losses shall be returned to the Company if it
    shall be finally judicially determined by such a court in a judgment not
    subject to appeal or final review that such indemnified party was not
    entitled to indemnification by the Company.

         (b) As set forth in Section 6 hereof, each Selling Holder shall furnish
    to the Company in writing such information and affidavits as the Company
    reasonably requests for use in connection with the Shelf Registration
    Statement and agrees, severally and not jointly, to indemnify and hold
    harmless the Company, its directors, each underwriter and each controlling
    Person of the Company, if any, against any losses, claims, damages or

                                       20
<PAGE>
 
    liabilities, joint or several (or actions in respect thereof), to which the
    Company, its directors, such Selling Holder, underwriter or controlling
    Person may be subject under the Securities Act or under any other statute or
    at common law, insofar as such losses, claims, damages or liabilities, joint
    or several (or actions in respect thereof), arise out of or are based upon
    (i) any untrue statement (or alleged untrue statement) of any material fact
    contained in such Shelf Registration Statement under which such securities
    were registered under the Securities Act, any Selling Document or any
    Amended Selling Document, or (ii) any omission (or alleged omission) to
    state therein a material fact required to be stated therein or necessary to
    make the statements therein (in light of the circumstances in which they
    were made with respect to any prospectus) not misleading, and shall
    reimburse the Company, its directors, such underwriter and controlling
    Person for any legal or other expenses reasonably incurred by such Persons
    in connection with investigating or defending any such loss, claim, damage,
    liability or action; in each case, to the extent, and only to the extent,
    that each untrue statement or omission (or alleged untrue statement or
    omission) is made in reliance upon and in strict conformity with written
    information furnished to the Company by such Selling Holder specifically for
    inclusion in a Selling Document as to which the Company has not received
    from the Selling Holder a written request that such information be
    corrected, amended or supplemented prior to the use thereof in connection
    with a sale of Registrable Securities.

         (c) If the indemnification provided for in paragraph (a) or (b) above
    is unavailable to an indemnified party in accordance with its terms in
    respect of any losses, claims, damages or liabilities referred to therein,
    then the obligations of each indemnitor thereunder shall be limited to such
    amount paid or payable by such indemnified party as a result of such losses,
    claims, damages or liabilities, in such proportion as is appropriate to
    reflect the relative fault of such indemnitor on the one hand and of the

                                       21
<PAGE>
 
    indemnified parties on the other hand in connection with the statements or
    omissions which resulted in such losses, claims, damages or liabilities, as
    well as any other relevant equitable considerations.  The relative fault of
    each indemnitor and of the indemnified parties shall be determined by
    reference to, among other things, whether the untrue or alleged untrue
    statement of a material fact or the omission or alleged omission to state a
    material fact relates to information supplied by such indemnitor, or by the
    indemnified parties, and the parties' relative intent, knowledge, access to
    information and opportunity to correct or prevent such statement or
    omission.

    The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
                                                           --------           
or by any other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities or actions in respect thereof referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expense reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  No person guilty of a fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.  Notwithstanding the provisions of this Section 7, no Selling
Holder shall have any liability for an indemnity or contribution obligation
hereunder to the extent that such liability would exceed the amount by which the
total price at which the Registrable Securities sold by it exceeds the amount of
any damages which such person has otherwise been required to pay and has
actually paid by reason of such untrue or alleged untrue statement or omission
or alleged omission.

         (d) Promptly after receipt by an indemnified party of notice of the
    commencement of any action, such indemnified party shall, if a claim in
    respect thereof is to be made against an indemnitor under paragraph (a) or
    (b) above, as the case may be, notify the indemnitor in writing of the
    commencement thereof; but the omission so to notify the indemnitor shall not

                                       22
<PAGE>
 
    relieve it from any liability which it may have to any indemnified party
    under such subsection unless the failure to provide such notice results in
    the forfeiture by the indemnitor of substantial rights or defenses.  In case
    any such action shall be brought against any indemnified party, and it shall
    notify the indemnitor of the commencement thereof, the indemnitor shall be
    entitled to participate therein and, to the extent that it shall wish, to
    assume the defense thereof, with counsel reasonably satisfactory to such
    indemnified party; provided, however, that if the defendants in any such
    action include both the indemnified party and the indemnitor and the
    indemnified party shall have reasonably concluded that there may be legal
    defenses available to it and/or other indemnified parties which are in
    addition to or in conflict with those available to the indemnitor, the
    indemnified party or parties shall have the right to select separate counsel
    to assert such legal defenses (in which case the indemnitor shall not have
    the right to direct the defense of such action on behalf of the indemnified
    party or parties).  Upon the permitted assumption by the indemnitor of the
    defense of such action, and approval by the indemnified party of counsel,
    the indemnitor shall not be liable to such indemnified party under this
    Section 7 for any legal or other expenses subsequently incurred by such
    indemnified party in connection with the defense thereof (other than
    reasonable costs of investigation) unless (i) the indemnified party shall
    have employed separate counsel in connection with the assertion of legal
    defenses in accordance with the proviso to the next preceding sentence, (ii)
    the indemnitor shall not have employed counsel satisfactory to the
    indemnified party to represent the indemnified party within a reasonable
    time, (iii) the indemnitor and its counsel do not actively and vigorously
    pursue the defense of such action, or (iv) the indemnitor has authorized the
    employment of counsel for the indemnified party at the expense of the
    indemnitor.  The indemnitor shall not be liable for any settlement of any
    action or proceeding effected without its written consent, which consent
    shall not be unreasonably withheld.

                                       23
<PAGE>
 
    SECTION 8.  MISCELLANEOUS.

         (a) GOVERNING LAW.  This Agreement shall be governed by and construed
    under the internal substantive laws of the State of New York.

         (b) SUCCESSORS AND ASSIGNS.  The provisions hereof shall inure to the
    benefit of, and be binding upon, the parties and their respective
    successors, assigns, heirs, executors and administrators.  The rights and
    obligations of any Holder hereunder may be assigned by such Holder to any
    Person acquiring Registrable Securities from such Holder contemporaneously
    with such assignment, provided that the rights so assumed shall apply only
    to the Registrable Securities so acquired.  The rights and obligations of
    the Company hereunder may not be assigned by it without the prior written
    consent of the Holders.

         (c) ENTIRE AGREEMENT.  This Agreement, the Subscription Agreement and,
    with respect to the Senior Notes, the Indenture, constitute the full and
    entire understanding and agreement among the parties with regard to the
    subject matter hereof and no party shall be liable or bound to any other
    party in any manner by any representations, warranties, covenants or
    agreements except as specifically set forth herein or therein.  Nothing in
    this Agreement, express or implied, is intended to confer upon any party,
    other than the parties hereto and their respective successors and assigns,
    any rights, remedies, obligations or liabilities under or by reason of this
    Agreement, except as expressly provided herein.

          (d) SEPARABILITY.  Any invalidity, illegality or limitation of the
     enforceability of any one or more of the provisions of this Agreement, or
     any part thereof, shall in no way affect or impair the validity, legality
     or enforceability of the other provisions of this Agreement.  In case any
     provision of this Agreement shall be invalid, illegal or unenforceable, it
     shall, to the extent practicable, be modified so as to make it valid, legal

                                       24
<PAGE>
 
     and enforceable and to retain as nearly as practicable the intent of the
     parties, and the validity, legality and enforceability of the remaining
     provisions shall not in any way be affected or impaired thereby.

          (e) AMENDMENT AND WAIVER.  Any provision of this Agreement may be
     amended and the observance of any provision of this Agreement may be waived
     (either generally or in a particular instance, either retroactively or
     prospectively, and either for a specified period of time or indefinitely),
     with the written consent of the Company and the holders of not less than
     two thirds of the both the aggregate principal amount of the Senior Notes
     and the shares of Common Stock issued pursuant to the Subscription
     Agreement; provided, however, that no such amendment or waiver shall reduce
     the aforesaid percentage of aggregate principal amount of the Senior Notes
     or shares of Common Stock issued pursuant to the Subscription Agreement
     which are required to consent to any waiver or supplemental agreement
     unless the consent of the holders of all outstanding Registrable Securities
     are obtained.  Any amendment or waiver effected in accordance with this
     paragraph shall be binding upon the Company and each Holder under this
     Agreement.  Upon the effectuation of each such amendment or waiver, the
     Company shall promptly give written notice thereof to the Holders who have
     not previously consented thereto in writing.

          (f) DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
     power or remedy accruing to any Holder upon any breach, default or
     noncompliance of the Company under this Agreement shall impair any such
     right, power or remedy, nor shall it be construed to be a waiver of any
     such breach, default or noncompliance, or any acquiescence therein, or of
     any similar breach, default or noncompliance thereafter occurring.  It is
     further agreed that any waiver, permit, consent or approval of any kind or
     character on the Holders' part of any breach, default or noncompliance
     under this Agreement or any waiver on the Holders' part of any provisions
     or conditions of this Agreement must be in writing and shall be effective
     only to the extent specifically set forth in such writing, and that all
     remedies afforded to the Holders under this Agreement shall be cumulative
     and not alternative.

                                       25
<PAGE>
 
          (g) NOTICES, ETC.  All notices, demands and other communications
     provided for or permitted hereunder shall be made in writing by hand-
     delivery, registered first-class mail, telex, telecopier, or air courier
     guaranteeing overnight delivery:

               (i) if to any Holder, initially at the address set forth below
     its name on the Holder's signature page to this Agreement, and thereafter
     at such other address, notice of which is given in accordance with this
     Section 8(g); and

               (ii) if to the Company, initially at One Commerce Street,
     Montgomery, Alabama 36104, Attention: Willard H. Henson, Esq., facsimile:
     (334) 265-4533, and thereafter at such other address notice of which is
     given in accordance with this Section 8(g).

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being sent by certified mail, return receipt requested, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.

          (h) TITLES AND SUBTITLES.  The titles of the sections and subsections
     of this Agreement are for convenience of reference only and are not to be
     considered in construing this Agreement.

          (i) COUNTERPARTS.  This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one instrument.

                                       26
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                    SUPERIOR FINANCIAL CORP.


                    By:  ________________________
                       Name:  C. Stanley Bailey
                       Title: Chairman of the Board
                                and Chief Executive Officer

                                       27
<PAGE>
 
Investor Signature Page to Registration Agreement



                      ------------------------
                      Name


                   By:________________________
                      Name:
                      Title:
                      Address: _______________

                      ------------------------

                      ------------------------

                                       28