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            [LETTERHEAD OF SUPERIOR FINANCIAL CORP. APPEARS HERE] 

                                                               Exhibit 10.9

                                                               C. Stanley Bailey
                                                               Chairman & CEO
September 21, 1998

Mr. Rick D. Gardner
29 Chatel Drive
Little Rock, AR 72211

Dear Rick:

     We are very excited about the prospects of you joining Superior Federal 
Bank. The purpose of this letter is to confirm our discussions with respect to 
your employment by Superior Federal Bank as follows:

Effective Date:                 October 1, 1998 or earlier at your discretion.

Position:                       You will serve as Chief Financial Officer of 
                                Superior Financial Corp. and Superior Federal 
                                Bank, FSB. Also, you will be a member of the 
                                bank's management committee.

Compensation:                   For all services rendered by you during your
                                employment, you will be paid an annual base
                                salary of $125,000, subject to an annual
                                performance review. You will also be eligible
                                for the Senior Management Incentive Plan which
                                allows for a bonus of up to 50% of base
                                compensation, with a targeted payout of 30% if
                                the bank and the participant meet their goals.

                                During the remainder of 1998, your goals will
                                consist primarily of the steps necessary to
                                become fully familiarized with the company's
                                current financial position, it's strategic plan
                                and financial proforma for the near future and
                                planning and preparing for the company to go
                                public during 1998 whether by registration of
                                its current equity or by IPO. Also, you will
                                need to become familiar with the functions
                                reporting to you: Accounting, Investment
                                Portfolio, Personnel, Administrative Services,
                                etc.

Benefits:                       You will be provided the right to participate in
                                the normal employee benefit plans. During the
                                required waiting periods for benefits 
                                eligibility, we will reimburse you for
                                
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Mr. Rick D. Gardner

                                continuation of COBRA medical coverage with your
                                former employer. Due to your extensive business
                                travel requirements, you will be provided with a
                                monthly automobile stipend of $500 plus business
                                mileage reimbursement of $.15 per mile.

Stock Options:                  You will receive options, for a term of ten (10)
                                years, to acquire an amount of common stock of
                                an aggregate value of $60,000. The per share
                                grant value will be established within 90 days
                                of the anticipated initial public offering.
                                Vesting shall be in accordance with the
                                following schedule:

                                25% vesting upon successful consummation of a 
                                public offering of equity securities of the
                                Parent;
                                25% 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 ten (10) consecutive days (the
                                "Market Value") of at least $15 per share;
                                25% vesting when such Market Value reaches $20 
                                per share; and
                                25% vesting when such Market Value reaches $25 
                                per share.

                                If a public offering is not consummated by
                                December 8, 2002, options shall vest in
                                accordance with the following schedule:

                                25% vesting upon the Company's annual return on
                                average assets ("ROAA") attaining 125 basis
                                points;
                                25% vesting upon the Company's annual ROAA 
                                attaining 140 basis points;
                                25% vesting upon the Company's annual ROAA 
                                attaining 155 basis points; and
                                25% vesting upon the Company's annual ROAA 
                                attaining 175 basis points.

                                Vesting shall be cumulative and accelerated upon
                                the Company's having attained a stated annual
                                ROAA basis point target in any fiscal year.
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Mr. Rick D. Gardner

                                All options shall become fully vested upon a 
                                change in control.



Change in Control:              A "Change in Control" of the Company or Parent
                                shall mean the occurence of a transaction the
                                result of which is that more than twenty-five
                                (25) 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 (25) percent of the shares of the
                                Company or of the Parent except that this
                                definition shall not apply to a corporated
                                reorganization.


                                In the event of a Change in Control of the
                                Company or the Parent subsequent to the date
                                thereof, 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.


        I believe this letter summarizes the conditions of your employment 
previously discussed. Except as to the explicit provisions expressed herein, no 
contract or other arrangement exists between the undersigned parties. If you 
concur, please sign the enclosed copy of this letter and return it to me. 
        
        We look forward to having you join the Superior family!


                                                Sincerely yours,

                                                /s/ C. Stanley Bailey
                                                ----------------------
                                                C. Stanley Bailey



AGREED TO:


/s/ Rick D. Gardner
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