Exhibit 10.7(b)

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------

     THIS  AGREEMENT  is  entered  into this 1st day of  October,  2003,  by and
between  HCB  Bancshares,  Inc.  (the  "Company")  and  Charles  T.  Black  (the
"Employee"),  effective  on the date (the  "Effective  Date") this  agreement is
executed.

     WHEREAS,  the Employee has heretofore been employed by HEARTLAND  Community
Bank (the "Bank") as its President and Chief Executive  Officer,  is experienced
in all phases of the  business  of the Bank,  and has become the  President  and
Chief Executive Officer of the Company; and

     WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best  interests  of the  Company  to enter into this  Agreement  with the
Employee  in  order  to  assure  continuity  of  management  of the Bank and the
Company,  and to reinforce and encourage the continued  attention and dedication
of the Employee to his assigned duties; and

     WHEREAS,  the parties  desire by this  writing to set forth the  continuing
employment relationship between the Company and the Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.   Defined Terms.
          --------------

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

     (a)  "Affiliate"  shall  mean  any  "parent   corporation"  or  "subsidiary
corporation"  of the Bank,  as the terms are defined in Section  424(e) and (f),
respectively, of the Code.

     (b) A "Change in Control" shall be deemed to have occurred if:

     (i) as a result of, or in connection  with,  any initial  public  offering,
tender offer or exchange offer,  merger or other business  combination,  sale of
assets or contested election, any combination of the foregoing transactions,  or
any similar  transaction,  the persons who were  non-employee  directors  of the
Company or the Bank before such  transaction  cease to  constitute a majority of
the  Board of  Directors  of the  Company  or the Bank or any  successor  to the
Company or the Bank;

     (ii) the Company or the Bank transfers  substantially  all of its assets to
another corporation which is not an Affiliate of the Company;


<PAGE>

     (iii) the Company sells  substantially all of the assets an Affiliate which
accounted for 50% or more of the controlled  group's assets immediately prior to
such sale;

     (iv) any "person" including a "group" is or becomes the "beneficial owner",
directly or  indirectly,  of securities of the Company or the Bank  representing
twenty-five percent (25%) or more of the combined voting power of the Company or
the Bank's outstanding  securities (with the terms in quotation marks having the
meaning set forth under the federal securities laws); or

     (v) the  Company  or the  Bank  is  merged  or  consolidated  with  another
corporation and, as a result of the merger or  consolidation,  less than seventy
percent (70%) of the outstanding voting securities of the surviving or resulting
corporation is owned in the aggregate by the former  stockholders of the Company
or the Bank.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
occur solely by reason of a transaction  in which the Bank converts to the stock
form of  organization,  or creates an independent  holding company in connection
therewith.

     (c) "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.

     (d) "Code  Sec. 280G Maximum" shall mean product of 2.99 and the Employee's
"base amount" as defined in Code Sec. 280G(b)(3).

     (e) "Good  Reason" shall mean any of the  following  events,  which has not
been  consented  to in advance by the Employee in writing:  (i) the  requirement
that  the  Employee  move his  personal  residence,  or  perform  his  principal
executive functions,  more than 30 miles from his primary office as of the later
of the Effective Date and the most recent voluntary  relocation by the Employee;
(ii) a  material  reduction  in the  Employee's  base  compensation  under  this
Agreement 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  under this  Agreement as the same may be increased  from
time to time, or with benefits  substantially  similar to those  provided to him
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 him under this  Agreement;
(iv) the  assignment to the Employee of duties and  responsibilities  materially
different from those  normally  associated  with his position;  (v) a failure to
reelect the Employee to the Board of  Directors  of the Bank or the Company,  if
the  Employee  has  served  on such  Board  at any time  during  the term of the
Agreement;   (vi)  a  material   diminution  or  reduction  in  the   Employee's
responsibilities  or  authority   (including   reporting   responsibilities)  in
connection with his employment with the Bank or the Company; or (vii) a material
reduction in the secretarial or other administrative support of the Employee. In
addition,

                                      -2-
<PAGE>

"Good Reason" shall mean an  impairment of the  Employee's  health to the extent
that it makes  continued  performance of his duties  hereunder  hazardous to his
physical or mental health.

     (f)  "Just  Cause"  shall  mean,  in the good  faith  determination  of the
Company'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 be considered  "willful" unless he has acted, or failed to
act,  with an absence of good faith and  without a  reasonable  belief  that his
action or failure to act was in the best interest of the Bank and the Company.

     (h)  "Protected  Period"  shall mean the period that begins on the date one
year before the Change in Control and ends on the closing  date of the Change in
Control.

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

     2.  Employment.  The  Employee  is  employed  as the  President  and  Chief
         -----------
Executive Officer of the Company.  The Employee shall render such administrative
and  management  services for the Company as are  currently  rendered and as are
customarily  performed by persons situated in a similar executive capacity.  The
Employee shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Company. The Employee's other duties shall
be such as the Board may from time to time reasonably  direct,  including normal
duties as an officer of the Company.

     3.  Consideration  from Company:  Joint and Several  Liability.  In lieu of
         -----------------------------------------------------------
paying the Employee a base salary during the term 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 the
employment agreement between the Bank and the Employee.  Nevertheless, the Board
may in its discretion at any time during the term of this Agreement agree to pay
the  Employee a base salary for the  remaining  term of this  Agreement.  If the
Board agrees to pay such salary,  the Board shall  thereafter  review,  not less
often  than  annually,  the  rate  of the  Employee's  salary,  and in its  sole
discretion may decide to increase his salary.

     4.  Discretionary  Bonuses.  The Employee shall participate in an equitable
         -----------------------
manner  with  all  other   senior   management   employees  of  the  Company  in
discretionary  bonuses  that  the  Board  may  award  from  time  to time to the
Company's senior management  employees.  No other  compensation  provided for in
this  Agreement  shall  be  deemed  a  substitute  for the  Employee's  right to
participate  in  such  discretionary  bonuses.  Notwithstanding  the  foregoing,
following a Change in Control, the Employee shall

                                      -3-
<PAGE>

receive  discretionary  bonuses that are made no less  frequently  than,  and in
amounts not less than,  the average  annual  discretionary  bonuses  paid to the
Employee during each of the three calendar years immediately  preceding the year
in which such Change in Control occurs.

     5.   Participation in Retirement, Medical and Other Plans.
          -----------------------------------------------------

     (a) During the term of this  Agreement,  the Employee  shall be eligible to
participate in the following benefit plans: group  hospitalization,  disability,
health,  dental,  sick leave, life insurance,  travel and/or accident insurance,
auto allowance/auto lease,  retirement,  pension, and/or other present or future
qualified plans provided by the Company,  generally  which benefits,  taken as a
whole, must be at least as favorable as those in effect on the Effective Date.

     (b) The Employee shall be eligible to  participate  in any fringe  benefits
which are or may become available to the Company's senior management  employees,
including for example: any stock option or incentive compensation plans, and any
other benefits which are commensurate with the responsibilities and functions to
be  performed  by the  Employee  under this  Agreement.  The  Employee  shall be
reimbursed for all  reasonable  out-of-pocket  business  expenses which he shall
incur in connection  with his services under this Agreement upon  substantiation
of such expenses in accordance with the policies of the Company.

     6. Term. The Company hereby employs the Employee,  and the Employee  hereby
        -----
accepts such employment under this Agreement,  for the period  commencing on the
Effective  Date and  ending 36 months  thereafter  (or such  earlier  date as is
determined  in  accordance  with  Section  9).  Additionally,   on  each  annual
anniversary  date from the Effective  Date,  the  Employee's  term of employment
shall be extended for an additional  one-year  period beyond the then  effective
expiration date, provided the Board determines in a duly adopted resolution that
the performance of the Employee has met the Board's  requirements and standards,
and that this  Agreement  shall be extended.  Only those members of the Board of
Directors  who have no personal  interest  in this  Employment  Agreement  shall
discuss and vote on the approval and subsequent review of this Agreement.

     7.   Loyalty; Noncompetition.
          ------------------------

     (a) During the period of his employment hereunder and except for illnesses,
reasonable  vacation  periods,  and reasonable  leaves of absence,  the Employee
shall devote all his full business time,  attention,  skill,  and efforts to the
faithful performance of his duties hereunder;  provided,  however,  from time to
time,  the Employee may serve on the boards of directors  of, and hold any other
offices or positions in, companies or organizations,  which will not present any
conflict of interest with the Company or any of its  subsidiaries or affiliates,
or unfavorably  affect the performance of the Employee's duties pursuant to this
Agreement,  or will not  violate any  applicable  statute or  regulation.  "Full
business time" is hereby defined as that amount of time usually  devoted to like

                                      -4-
<PAGE>

companies  by  similarly  situated  executive  officers.  During the term of his
employment  under this Agreement,  the Employee shall not engage in any business
or activity contrary to the business affairs or interests of the Company,  or be
gainfully employed in any other position or job other than as provided above.

     (b)  Nothing  contained  in this  Paragraph 7 shall be deemed to prevent or
limit the Employee's right to invest in the capital stock or other securities of
any business  dissimilar  from that of the Company,  or,  solely as a passive or
minority investor, in any business.

     8. Standards. The Employee shall perform his duties under this Agreement in
        ----------
accordance with such  reasonable  standards as the Board may establish from time
to time. The Company will provide Employee with the working facilities and staff
customary for similar executives and necessary for him to perform his duties.

     9. Vacation and Sick Leave. At such reasonable  times as the Board shall in
        ------------------------
its discretion permit,  the Employee shall be entitled,  without loss of pay, to
absent himself  voluntarily  from the  performance of his employment  under this
Agreement, all such voluntary absences to count as vacation time, provided that:

     (a) The Employee shall be entitled to an annual vacation in accordance with
the  policies  that the Board  periodically  establishes  for senior  management
employees of the Company.

     (b) The Employee  shall not receive any  additional  compensation  from the
Company on account of his  failure  to take a vacation  or sick  leave,  and the
Employee shall not accumulate  unused vacation from one fiscal year to the next,
except in either case to the extent authorized by the Board.

     (c) In addition to the  aforesaid  paid  vacations,  the Employee  shall be
entitled,   without  loss  of  pay,  to  absent  himself  voluntarily  from  the
performance of his employment  with the Company for such  additional  periods of
time  and  for  such  valid  and  legitimate  reasons  as the  Board  may in its
discretion  determine.  Further,  the Board may grant to the Employee a leave or
leaves of  absence,  with or  without  pay,  at such time or times and upon such
terms and conditions as such Board in its discretion may determine.

     (d) In  addition,  the  Employee  shall be entitled to an annual sick leave
benefit as established by the Board.

     10.  Termination and  Termination  Pay.  Subject to Section 12 hereof,  the
          ----------------------------------
Employee's   employment   hereunder  may  be  terminated   under  the  following
circumstances:

     (a) Death.  The Employee's  employment under this Agreement shall terminate
upon his death during the term of this Agreement,  in which event the

                                      -5-
<PAGE>

Employee's estate shall be entitled to receive the compensation due the Employee
through the last day of the calendar month in which his death occurred.

     (b)  Disability.  (1) The Company may terminate the  Employee's  employment
after  having  established  the  Employee's  Disability.  For  purposes  of this
Agreement,  "Disability"  means a physical or mental infirmity which impairs the
Employee's ability to substantially  perform his duties under this Agreement and
which  results  in the  Employee  becoming  eligible  for  long-term  disability
benefits under the Company's  long-term  disability plan (or, if the Company has
no such plan in effect,  which impairs the Employee's  ability to  substantially
perform his duties under this Agreement for a period of 180  consecutive  days).
The Employee  shall be entitled to the  compensation  and benefits  provided for
under this  Agreement for (i) any period  during the term of this  Agreement and
prior  to the  establishment  of the  Employee's  Disability  during  which  the
Employee is unable to work due to the physical or mental infirmity,  or (ii) any
period of Disability which is prior to the Employee's  termination of employment
pursuant to this Section 10(b);  provided that any benefits paid pursuant to the
Company's long- term disability plan will continue as provided in such plan.

     (2) During any period that the Employee shall receive  disability  benefits
and to the extent that the Employee  shall be physically and mentally able to do
so, he shall furnish such information,  assistance and documents so as to assist
in the  continued  ongoing  business  of the Company  and,  if able,  shall make
himself available to the Company to undertake reasonable  assignments consistent
with his prior  position and his physical and mental  health.  The Company shall
pay all reasonable  expenses incident to the performance of any assignment given
to the Employee during the disability period.

     (c)  Just  Cause.  The  Board  may,  by  written  notice  to the  Employee,
immediately  terminate his employment at any time, for Just Cause.  The Employee
shall have no right to receive  compensation  or other  benefits  for any period
after termination for Just Cause.

     (d) Without Just Cause;  Constructive Discharge.  The Board may, by written
notice to the Employee,  immediately  terminate his employment at any time for a
reason other than Just Cause,  in which event the Employee  shall be entitled to
receive the following  compensation and benefits (unless such termination occurs
during the  Protected  Period,  in which  event the  benefits  and  compensation
provided for in Section 12 shall apply):

          (i) the  salary  provided  pursuant  to  Section 3  hereof,  up to the
     expiration  date  of  this  Agreement   including  any  renewal  term  (the
     "Expiration Date"), plus said salary for an additional 12-month period,

          (ii) a put option meeting the requirements set forth in subsection (f)
     hereof, provided that the Employee shall not be entitled to such put option
     if, on the date the  Employee  terminates  employment,  either the Employee
     does not own

                                      -6-
<PAGE>

     any common stock of the Bank or an affiliated company, or such common stock
     is "readily tradable" within the meaning of Code Sec. 401(a)(28)(C); and

          (iii) at the Employee's election either (A) cash in an amount equal to
     the cost to the  Employee of obtaining  all health,  life,  disability  and
     other  benefits  which the Employee would have been eligible to participate
     in through the Expiration Date, based upon the benefit levels substantially
     equal to those that the Company  provided  for the  Employee at the date of
     termination of employment or (B) continued participation under such Company
     benefit  plans  through  the  Expiration  Date,  but only to the extent the
     Employee  continues  to qualify  for  participation  therein.  All  amounts
     payable  to the  Employee  shall be paid,  at the  option of the  Employee,
     either (I) in periodic payments through the Expiration Date, or (II) in one
     lump sum within ten days of such termination.

     (e) Good Reason. The Employee shall be entitled to receive the compensation
and  benefits  payable  under  subsection  10(d)  hereof in the  event  that the
Employee  voluntarily  terminates  employment  within  90 days of an event  that
constitutes Good Reason,  (unless such voluntary  termination  occurs during the
Protected Period,  in which event the benefits and compensation  provided for in
Section 12 shall apply).

     (f) A put option deliverable to the Employee pursuant to this Section 10(d)
shall,  at a minimum,  obligate  the Company and any  successor  to purchase any
shares of its common stock and the common stock of any  affiliated  company that
the  Employee  owns on the date of  terminating  employment.  The  terms of such
purchase shall be set forth in a written instrument prepared and executed by the
Company,  and  shall  require  that (i) the  purchase  price be no less than the
appraised  value  of  such  stock,   determined  in  accordance  with  Code Sec.
401(a)(28)(C)  by an  appraiser  mutually  agreed upon by the  Employee  and the
Company,  as of  the  last  day of the  fiscal  year  in  which  the  Employee's
employment  terminates,  and (ii)  the  Company  make  such  payment  as soon as
practicable after the Company receives said appraisal.

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

     (h) Voluntary  Termination by Employee.  Subject to Section 12 hereof,  the
Employee may voluntarily  terminate  employment with the Company during the term
of this  Agreement,  upon at least 90 days' prior written notice to the Board of
Directors,  in which case the  Employee  shall  receive  only his  compensation,
vested rights and employee  benefits up to the date of his  termination  (unless
such termination occurs pursuant to Section 10(d) hereof or within the Protected
Period,  in Section 12(a) hereof,  in which event the benefits and  compensation
provided for in Sections 10(d) or 12, as applicable, shall apply).

                                      -7-
<PAGE>

     11. No  Mitigation.  The  Employee  shall not be required  to mitigate  the
         ---------------
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

     12.  Change in Control.
          ------------------

     (a) Trigger Events. The Employee shall be entitled to collect the severance
benefits  set  forth in  Subsection  (b)  hereof in lieu of any  benefits  under
Section 10 hereof in the event that (i) a Change in Control occurs,  or (ii) the
Company or its  successor(s)  in interest  terminate the  Employee's  employment
without his written  consent and for any reason other than Just Cause during the
Protected Period.

     (b) Amount of  Severance  Benefit.  If the  Employee  becomes  entitled  to
collect severance  benefits pursuant to Section 12(a) hereof,  the Company shall
pay (if not paid by the Bank pursuant to the  employment  agreement  between the
Employee and the Bank) 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.

     Said sum shall be paid 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,  provided  that the  Employee  may elect at any time on or
before becoming  entitled to collect benefits  hereunder,  to have such benefits
paid in substantially equal installments over a period of up to 10 years. In the
event  that the  Employee,  the Bank,  and the  Company  jointly  agree that the
Employee has  collected an amount  exceeding  the Code Sec.  280G  Maximum,  the
parties  may agree in  writing  that such  excess  shall be treated as a loan ab
initio which the Employee  shall repay to the Company,  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.

     (c)  Covenant  Not to  Complete.  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 the Change
in Control, or is terminated without Just Cause within twelve (12) months of the
date of the Change in Control,  the  Company  shall pay (if not paid by the Bank
pursuant to the  employment  agreement  between the  Employee  and the Bank) 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 payment to be made to him under this
Section 12(c), 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 his


<PAGE>

     termination  of  employment  he 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  his  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 his  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  his
     employment  with  the  Company  and the Bank he 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 his  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 or 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  his   duties  and
     responsibilities  under this Section 12(c) are unique and that  irreparable
     injury  may  result  to the  Company  or the  Bank  or an  affiliate  of or
     successor to either in the event of a breach of the terms and conditions of
     this Section 12(c), 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
     his breach of any of the terms or  conditions  of this Section  12(c),  the
     Company or the Bank or it successor  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

                                      -9-
<PAGE>

     which  it may be  entitled  against  the  Employee.  If at the  time of the
     enforcement  of any provision of this Section 12(c) 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.

     13.  Indemnification.  The Company agrees that its Bylaws shall continue to
          ----------------
provide for indemnification of directors,  officers, employees and agents of the
Company,  including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.

     14.  Reimbursement  of Employee for Enforcement  Proceedings.  In the event
          --------------------------------------------------------
that any dispute  arises between the Employee and 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 defend against any
action taken by 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  obtains  either a written
settlement   or  a  final   judgment  by  a  court  of  competent   jurisdiction
substantially in his favor. Such reimbursement  shall be paid within ten days of
Employee's furnishing to the Company written evidence, which may be in the form,
among other  things,  of a canceled  check or receipt,  of any costs or expenses
incurred by the Employee.

     15.  Federal Income Tax  Withholding.  The Company may withhold all federal
          --------------------------------
and state income or other taxes from any benefit payable under this Agreement as
shall be required pursuant to any law, government regulation or ruling.

     16.  Successors and Assigns.
          -----------------------

     (a) Company.  This  Agreement  shall inure to the benefit of and be binding
upon any  corporate  or other  successor  of the Company  which  shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Company.

     (b) Employee.  Since the Company is contracting for the unique and personal
skills of the  Employee,  the  Employee  shall be  precluded  from  assigning or
delegating his rights or duties  hereunder  without first  obtaining the written
consent of the Company; provided,  however, that nothing in this paragraph shall
preclude (i) the Employee from  designating a beneficiary to receive any benefit
payable  hereunder  upon his death,  or (ii) the executors,  administrators,  or
other legal  representatives  of the Employee or his estate from  assigning  any
rights hereunder to the person or persons entitled thereunto.

     (c)  Attachment.  Except as required  by law, no right to receive  payments
under this Agreement shall be subject to anticipation,  commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment,

                                      -10-
<PAGE>

levy or similar  process or  assignment  by  operation  of law, and any attempt,
voluntary or  involuntary,  to effect any such action shall be null, void and of
no effect.

     17.  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.

     18. 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.

     19.  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.

     20. 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:                                HCB BANCSHARES, INC.


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


WITNESS:

/s/ Paula J. Bergstrom                 /s/ Charles T. Black
------------------------------         ------------------------------
                                       Charles T. Black