Exhibit 10.3(b)
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS  AGREEMENT  is entered into this 17th day of  February,  2000,  by and
between  HCB  Bancshares,   Inc.  (the  "Company")  and  Vida  H.  Lampkin  (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 Chairman of the Board,  is experienced in all phases of
the  business  of the Bank,  and has  become  the  Chairman  of the Board 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 her 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;

          (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


<PAGE>

     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 her  personal  residence,  or  perform  her  principal
executive functions,  more than 30 miles from her 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 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 under this  Agreement;
(iv) the  assignment to the Employee of duties and  responsibilities  materially
different from those  normally  associated  with her 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 her employment with the Bank or the Company; or (vii) a material
reduction in the secretarial or other administrative support of the Employee. In
addition, "Good Reason" shall mean an impairment of the Employee's health to the
extent that it makes continued  performance of her duties hereunder hazardous to
her 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

                                      -2-
<PAGE>

"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.

     (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.

     (h) "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 Chairman of the Board 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 her 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 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:

                                      -3-
<PAGE>

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 she shall incur in connection
with her 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 12 months  thereafter  (or such  earlier  date as is
determined  in  accordance  with Section 9). 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 her employment hereunder and except for illnesses,
reasonable  vacation  periods,  and reasonable  leaves of absence,  the Employee
shall devote all her full business time,  attention,  skill,  and efforts to the
faithful performance of her 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
companies  by  similarly  situated  executive  officers.  During the term of her
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 her 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 her to perform her 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 herself  voluntarily  from the  performance of her 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 her  failure  to take a vacation  or sick  leave,  and the
Employee shall not accumulate

                                      -4-
<PAGE>

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  herself  voluntarily  from  the
performance of her 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 her death during the term of this Agreement,  in which event the Employee's
estate shall be entitled to receive the  compensation  due the Employee  through
the last day of the calendar month in which her 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 her 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 her 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, she shall furnish such information,  assistance and
     documents so as to assist in the continued  ongoing business of the Company
     and, if able,  shall make  herself  available  to the Company to  undertake
     reasonable  assignments consistent with her prior position and her 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 her 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.

                                      -5-
<PAGE>

     (d) Without Just Cause;  Constructive Discharge.  The Board may, by written
notice to the Employee,  immediately  terminate her 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 any common stock of the
          Bank or an  affiliated  company,  or such  common  stock  is  "readily
          tradeable" 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.

                                      -6-
<PAGE>

     (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 her  compensation,
vested rights and employee  benefits up to the date of her  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).

     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 her 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
(if not  paid by the Bank  pursuant  to the  employment  agreement  between  the
Employee and the Bank):

          (i) 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.

          (ii) provide such long-term disability insurance and medical insurance
     benefits as are  available to the Employee  under the  provisions of COBRA,
     for 18 months (or such longer period, as may be required thereunder).

     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.

     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.

                                      -7-
<PAGE>

     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   judgement  by  a  court  of  competent   jurisdiction
substantially in her 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 cancelled  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 or 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 her 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 her death,  or (ii) the executors,  administrators,  or
other legal  representatives  of the Employee or her 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,  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.

                                      -8-
<PAGE>

     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                    By: /s/ Cameron D. McKeel
-----------------------------------           ----------------------------------
Paula J. Bergstrom, Secretary                 Cameron D. McKeel, President and
                                               Chief Executive Officer

WITNESS:


/s/ Tamra L. Moore                           /s/ Vida H. Lampkin
------------------------------------         -----------------------------------
Tamra L. Moore                               Vida H. Lampkin

                                      -9-
<PAGE>

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                                     BETWEEN
                              HCB BANCSHARES, INC.
                                       AND
                                 VIDA H. LAMPKIN


     WHEREAS,  on February 17, 2000, HCB  Bancshares,  Inc. (the  "Company") and
Vida H.  Lampkin (the  "Employee")  entered into an  employment  agreement  (the
"Agreement")  that  sets  forth  the  terms  and  conditions  of the  Employee's
employment with the Company; and

     WHEREAS,  the Company and the  Employee  desire to amend the  Agreement  to
eliminate   employer-paid   long-term  paid  disability  insurance  and  medical
insurance benefits for the Employee in the event of a "change-in-control" of the
Company.

     NOW, THEREFORE,  pursuant to Section 17 of the Agreement,  the Agreement is
hereby amended on the date set forth below as follows:

     1.  Section  12(b) of the  Agreement  is amended  to delete  the  following
subparagraph:

          "(ii)  provide  such  long-term   disability   insurance
          and  medical insurance  benefits  as  are  available  to
          the  Employee  under  the provisions of COBRA,  for eighteen
          (18) months (or such longer period, as may be required thereunder)."

     2. Nothing  contained herein shall be held to alter,  vary or affect any of
the terms,  provisions  or  conditions  of the  Agreement,  other than as stated
above.

     WHEREFORE,  on this 1st day of October,  2003, the Company and the Employee
hereby execute this Amendment to the Agreement.

ATTEST:                             HCB BANCSHARES, INC.



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

WITNESS:                            VIDA H. LAMPKIN


/s/ Paula J. Bergstrom              /s/ Vida H. Lampkin
-------------------------------     -----------------------------------