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  Section 280G  Maximum"  shall  mean  product  of  2.99  and
the Employee's "base amount" as defined in Code Section 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.

<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 Section 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  Section
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  Section  280G Maximum and the sum of any
          other  "parachute  payments" as defined under Code Section  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 Section 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>
                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS AGREEMENT is entered into this 17th day of February,  2000, by and
between  HCB  Bancshares,  Inc.  (the  "Company")  and  Cameron D.  McKeel  (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;

                    (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


<PAGE>

          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  Section 280G  Maximum"  shall  mean  product  of  2.99  and
the Employee's "base amount" as defined in Code Section 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, "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
                                      -2-
<PAGE>
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.

         (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  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 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.

                                      -3-
<PAGE>

         (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 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 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  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.

                                      -4-
<PAGE>

     (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
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.



                                      -5-
<PAGE>

         (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 any  common  stock of the Bank or an
         affiliated  company, or such common stock is "readily tradeable" within
         the meaning of Code Section 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  Section
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.

                                      -6-
<PAGE>

     (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).

     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
(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  Section  280G Maximum and the sum of any
          other  "parachute  payments" as defined under Code Section  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 Section 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.

                                      -7-
<PAGE>

    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   judgement  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 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 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,  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.

                                      -8-
<PAGE>

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



WITNESS:


/s/ Tamra L. Moore                       /s/ Cameron D. McKeel
---------------------------------        ---------------------------------
Tamra L. Moore                           Cameron D. McKeel


                                      -9-