Exhibit 10.9
                            HEARTLAND COMMUNITY BANK
                              HCB BANCSHARES, INC.
                               ------------------


                              Amended and Restated
                                Change-in-Control
                            Protective Agreement with
                                -----------------
                                -----------------



     THIS AGREEMENT  entered into this 1st day of October,  2003, by and between
HEARTLAND Community Bank (the "Bank"), HCB Bancshares, Inc. (the "Company"), and
Paula J. Bergstrom (the  "Employee"),  effective on the date of the execution of
this agreement (the "Effective Date").


     WHEREAS,  the  Employee  has  heretofore  been  employed  by the Bank as an
officer,  and the Company  and the Bank deem it to be in their best  interest to
enter into this Agreement as additional incentive to the Employee to continue as
an officer of 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 of control 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) the
acquisition  of ownership,  holding or power to vote more than 50% of the Bank's
or the Company's  voting stock,  (ii) the  acquisition of the ability to control
the election of a majority of the Bank's or the Company's  directors,  (iii) the
acquisition  of a controlling  influence  over the management or policies of the
Bank or the Company by any person or by persons acting as a "group"  (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934), or (iv) 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.  Notwithstanding the foregoing, in the case of
(i),  (ii) and (iii)  hereof,  ownership  or control of the Bank by the  Company
itself shall not constitute a Change in Control.  For purposes of this paragraph
only, the term "person"  refers to an individual or a corporation,  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 has occurred 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 Sec. 280G Maximum"  shall mean product of 2.99 and the Employee's
"base amount" as defined in Code Sec. 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 her  personal  residence,  or  perform  her  principal
executive  functions,  more than thirty (30) miles from her primary office as of
the date of the Change in Control;  (ii) a material  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) the failure by the Bank or the
Company to continue to provide  the  Employee  with  compensation  and  benefits
provided for on the date of the Change in Control,  as the same may be increased
from time to time, or with benefits  substantially  similar to those provided to
her  under  any of the  employee  benefit  plans in which  the  Employee  now or
hereafter becomes a participant,  or the taking of any action by the Bank or the
Company  which  would  directly  or  indirectly  reduce any of such  benefits or
deprive the Employee of any material  fringe benefit  enjoyed by her at the time
of the Change in  Control;  (iv) the  assignment  to the  Employee of duties and
responsibilities  materially  different from those normally  associated with her
position;   (v)  a  material   diminution   or  reduction   in  the   Employee's
responsibilities  or  authority   (including   reporting   responsibilities)  in
connection with her employment with the Bank or the Company;  or (vi) a material
reduction in the secretarial or other administrative support of the Employee.


     (e) "Just Cause" shall mean, in the good faith  determination of the Bank's
Board 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 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



<PAGE>

be considered  "willful" unless she has acted, or failed to act, with an absence
of good faith and without a reasonable  belief that her 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 that
is the  earlier  of (i) the  date  that the Bank or the  Company  enters  into a
binding,  definitive  written agreement for a Change in Control or (ii) the date
that a Change in Control occurs, and ends on the first annual anniversary of the
consummation of a Change in Control (the "Anniversary Date").


     (g) "Trust" shall mean a grantor trust designed in accordance  with Revenue
Procedure 92-64 and having a trustee independent of the Bank and the Company.


     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 (i) the  Employee  voluntarily
terminates  employment  within 90 days of an event that both  occurs  during the
Protected Period and constitutes Good Reason, or (ii) 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
          ---------------------------

     If the Employee becomes entitled to collect severance  benefits pursuant to
Section 2 hereof,  the Company  shall,  if not paid by the Bank  pursuant to the
severance  agreement  between  the  Employee  and the Bank,  pay the  Employee a
severance benefit equal to the difference between the Code Sec. 280G Maximum and
the sum of any other "parachute  payments" as defined under Code Sec. 280G(b)(2)
that the Employee receives on account of the Change in Control.


     The amount  payable  under this  Section 3 shall be paid  either (i) in one
lump sum within  ten days of the later of the date of the Change in Control  and
the Employee's  last day of employment with the Bank or the Company or successor
thereto,  or (ii) if prior to the date which is 90 days before the date on which
a Change in Control  occurs,  the  Employee  filed a duly  executed  irrevocable
written  election in the form  attached  hereto as Exhibit "A",  payment of such
amount shall be made according to the elected  schedule.  Deferred amounts shall
bear interest  from the date on which they would  otherwise be payable until the
date paid at a rate equal to 120% of the  applicable  federal  rate,  compounded
semiannually,  as  determined  under Code  Section  1274(d) and the  regulations
thereunder.


     In the event  that the  Employee,  Bank,  and the  Company  agree  that the
Employee has collected an amount exceeding the Code ss.280G Maximum, the parties
may  jointly  agree in writing  that such  excess  shall be treated as a loan ab
initio  which the  Employee  shall  repay to the Bank,  on terms and  conditions
mutually  agreeable to the parties,  together  with  interest at the  applicable
federal rate provided for in Section 7872(f)(2)(B) of the Code.


     4.   Funding of Grantor Trust upon Change in Control
          -----------------------------------------------

     Not later  than ten  business  days  after  the last day of the  Employee's
employment  with Bank or the Company,  the Bank shall (i) deposit in a Trust the
amount of the severance  benefit specified in Section 3, unless the Employee has
previously  provided a written release of any claims under this  Agreement,  and
(ii)  provide  the  trustee of the Trust with a written  direction  to hold said
amount and any investment return thereon in a segregated account for the benefit
of the Employee, and to follow the procedures set forth in the next paragraph as
to the payment of such amounts  from the Trust.  Upon the earlier of the Trust's
final  payment  of  all  amounts  due  under  the  following  paragraph  or  the
Anniversary  Date,  the  trustee  of the Trust  shall pay to the Bank the entire
balance  remaining in the segregated  account  maintained for the benefit of the
Employee. The Employee shall thereafter have no further interest in the Trust.


     During the  12-consecutive  month period after  consummation of a Change in
Control, the Employee may provide the trustee of the Trust with a written notice
requesting  that the trustee pay to the  Employee  an amount  designated  in the
notice as being payable  pursuant to this Agreement.  Within three business days
after  receiving said notice,  the trustee of the Trust shall send a copy of the
notice to the Bank via overnight and registered  mail return receipt  requested.
On the tenth  (10th)  business day after  mailing  said notice to the Bank,  the
trustee of the Trust shall pay the  Employee  the amount  designated  therein in
immediately  available funds, unless prior thereto the Bank provides the trustee
with a written  notice  directing the trustee to withhold  such payment.  In the
latter  event,  the trustee shall submit the dispute to  non-appealable  binding
arbitration for a determination  of the amount payable to the Employee  pursuant
to this Agreement,  and the costs of such arbitration shall be paid by the Bank.
The  trustee  shall  choose  the  arbitrator  to settle  the  dispute,  and such
arbitrator shall be bound by the rules of the American  Arbitration  Association
in making his or her  determination.  The parties and the trustee shall be bound
by the results of the arbitration and, within three days of the determination by
the arbitrator,  the trustee shall pay from the Trust the amounts required to be
paid to the  Employee  and/or  the Bank,  and in no event  shall the  trustee be
liable to either party for making the payments as determined by the arbitrator.




<PAGE>



     5.   Covenant Not to Compete.
          ------------------------

     If the Employee  voluntarily  terminates  employment  for any reason within
thirty  (30) days of the date of a Change in Control or for Good  Reason  within
twelve (12) months of the date of a Change of Control,  or is terminated without
Just  Cause  within  twelve  (12)  months of the date of the date of a Change in
Control,  the  Company  shall  pay,  if not  paid by the Bank  pursuant  to this
Agreement,   the  Employee  an  amount  equal  to  the  Employee's  annual  base
compensation  in effect on the date of the Change in Control.  Such sum shall be
paid in one  lump  sum  within  ten  (10)  days of the  Employee's  last  day of
employment with the Bank or successor thereto.  In consideration of the payments
to be made to her under this Section 5, the Employee agrees as follows:


     (i) The parties  recognize that the Employee's  reputation and business and
personal  relationships are of significant  benefit to the Company and the Bank.
The  parties  further  recognize  that the  Company  and the Bank are in  direct
competition with certain banks and other similar  institutions.  Therefore,  the
Employee  agrees  that  for  a  period  of  twelve  (12)  months  following  her
termination  of  employment  she  will  not  accept  employment  or serve in any
capacity  with any bank,  savings  bank or  savings  and loan  association,  the
deposits  or  accounts  or shares of which are  insured by the  Federal  Deposit
Insurance  Corporation  or credit  union,  the deposits or accounts or shares of
which are insured by the National  Credit Union  Administration,  or any holding
company for such bank,  savings  bank,  savings and loan  association  or credit
union or other entity  controlling,  controlled by or under common  control with
such  financial  institution  at a  principal  place of  employment  within  the
following Arkansas counties: Ouachita, Union and Columbia.


     (ii) For a period of one (1) year following her  termination of employment,
the  Employee  will not  solicit or induce any person who is an  employee of the
Company or the Bank,  or any entity  controlling,  controlled by or under common
control with the Company or the Bank, or any successor to either,  or any person
who was such on the date of her termination of employment, to become employed by
any other  person or entity or approach  any such  employee  for such purpose or
authorize or knowingly approve the taking of such actions by other persons.


     (iii) The Employee  acknowledges  that during the course of her  employment
with the Bank she has and will  continue to receive,  obtain or become aware of,
and will have access to proprietary information,  lists and records of customers
and trade  secrets  which are the  property of the Company or the Bank which are
not known by competitors or generally by the public ("Proprietary  Information")
and  recognizes  that such  Proprietary  Information  to be valuable  and unique
assets of the Company or the Bank, as the case may be. For a period of three (3)
years following her  termination of employment,  the Employee agrees to hold the
Proprietary  Information  in the strictest  confidence  and agrees not to use or
disclose any Proprietary  Information,  directly or indirectly,  at any time for
any purpose,  or to use for the Employee's benefit or the benefit of any person,
firm,  corporation  or other  entity  (other  than the Company or the Bank or an
affiliate of or successor to either),  any Proprietary  Information,  and to use
Employee's  best efforts to prevent such  prohibited  use or  disclosure  by any
other persons.

     (iv) The Employee hereby acknowledges that her duties and  responsibilities
under this  Section 5 are unique and that  irreparable  injury may result to the
Company and the Bank, or an affiliate of or successor to either, in the event of
a breach of the terms and  conditions  of this Section 5, which may be difficult
to ascertain,  and that the award of damages would not be adequate relief to the
Company or the Bank or affiliate or  successor.  The Employee  therefore  agrees
that in the  event  of her  breach  of any of the  terms or  conditions  of this
Section 5, the  Company and the Bank or their  successors  shall have the right,
without  posting  any bond or  other  security,  to  preliminary  and  permanent
injunctive  relief  as  well  as  damages  and an  equitable  accounting  of all
earnings,  profits and other benefits arising from such violation,  which rights
shall be  cumulative  and in addition to any other  rights or remedies in law or
equity to which they may be entitled against the Employee. If at the time of the
enforcement  of any  provision  of this  Section 5 a court  shall  hold that the
period  or  scope  of  the  provisions   thereof  are  unreasonable   under  the
circumstances then existing, the parties hereby agree that the maximum period or
scope  under the  circumstances  shall be  substituted  for the  period or scope
stated in such provision.

     6.   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's  employment  with the
Bank  terminates;  provided that the Employee's  rights hereunder shall continue
following the  termination of her employment  with the Bank or the Company under
any of the circumstances  described in Section 2 hereof.  Additionally,  on each
annual  anniversary  date from the Effective  Date,  the term of this  Agreement
shall be extended for an additional  one-year  period beyond the then  effective
expiration  date  provided  the Board of  Directors  of the Bank and the Company
determine in duly adopted  resolutions  that the performance of the Employee has
met the  requirements  and  standards of the  respective  boards,  and that this
Agreement shall be extended.


     7.   Termination or Suspension Under Federal Law.
          --------------------------------------------

     Notwithstanding any other provision of this Agreement to the contrary:


     (a)  Notwithstanding  the foregoing,  but only to the extent required under
federal  banking law, the benefits  payable  hereunder to the Employee  shall be
reduced to the extent that either (A) the present value of such benefits exceeds
the  limitations  set forth in  Regulatory  Bulletin 27a of the Office of Thrift
Supervision  ("OTS"),  as in effect on the Effective Date, or (B) such reduction
is  necessary  to  avoid  subjecting  the  Bank  or the  Company  to loss of any
deductions  pursuant to Section  280G of the Internal  Revenue Code of 1986,  as
amended.



<PAGE>

     (b) The  Employee  shall  have no right to  receive  compensation  or other
benefits for any period after termination for Just Case.


     (c) 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.
Section 1828(k) and any regulations promulgated thereunder.


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


     (e) If the Bank is in default (as defined in Section 3(x)(1) of FDIA),  all
obligations  under this  Agreement  shall  terminate  as of the date of default;
however, this Paragraph shall not affect the vested rights of the parties.


     (f) If a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee
from participating in the conduct of the Bank's affairs,  the Bank's obligations
under this Agreement  shall be suspended as of the date of such service,  unless
stayed by appropriate  proceedings.  If the charges in the notice are dismissed,
the  Bank  may in its  discretion  (i)  pay  the  Employee  all or  part  of the
compensation  withheld while its contract  obligations were suspended,  and (ii)
reinstate  (in whole or in part) any of its  obligations  which were  suspended.
However, this paragraph shall not affect the vested rights of the parties.


     (g) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank:  (A) by the  Director of the OTS or her other
designee,  at the time the Federal Deposit Insurance  Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in section 13(c) of the FDIA; or (B) by the Director of the OTS or her
designee, at the time the Director or her designee approves a supervisory merger
to  resolve  problems  related  to  operation  of the  Bank or when  the Bank is
determined by the Director to be in an unsafe or unsound  condition.  Any rights
of the parties that have already vested,  however, shall not be affected by such
action.


     8.   Expense Reimbursement.
          ----------------------

     In the event that any dispute  arises  between the Employee and the Bank or
the  Company  as to the  terms  or  interpretation  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 Bank or the Company,  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 judgement in favor of the Employee in a court of competent jurisdiction or
in binding arbitration under the rules of the American Arbitration  Association.
Such reimbursement  shall be paid within ten (10) days of Employee's  furnishing
to the Bank and the Company written  evidence,  which may be in the form,  among
other things, of a cancelled check or receipt, of any costs or expenses incurred
by the Employee.


     9.   Successors and Assigns.
          -----------------------

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or  other  successor  of the Bank or  Company  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.


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


     10.  Consideration from Company: Joint and Several Liability.
          --------------------------------------------------------

     In the event that the Bank does not pay the  benefits  due to the  Employee
under Section 3 of this Agreement,  the Company hereby agrees that to the extent
permitted by law, it shall be jointly and severally liable with the Bank for the
payment of all amounts due under this Agreement.


     11.  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.


     12.  Applicable Law.
          ---------------

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



<PAGE>

     13.  Tax Withholding.
          ----------------

     The Company or the Bank may  withhold all Federal and state income or other
taxes from any amount payable under this Agreement.


     14.  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.


     15.  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.


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



ATTEST:                                  HEARTLAND COMMUNITY BANK


/s/ Paula J. Bergstrom                   By:/s/ Vida H. Lampkin
------------------------------------        -----------------------------------
Secretary                                   Its Chairman of the Board



ATTEST:                                  HCB BANCSHARES, INC.


/s/ Paula J. Bergstrom                   By:/s/ Vida H. Lampkin
------------------------------------        -----------------------------------
Secretary                                   Its Chairman of the Board



WITNESS:                                 EMPLOYEE


/s/ Kelly Carman                         By:/s/ Paula J. Bergstrom
------------------------------------        -----------------------------------
Secretary                                   Paula J. Bergstrom