HCB BANCSHARES, INC.
         MANAGEMENT RECOGNITION PLAN COMMITTEE

                    NOTICE OF AWARD
                    ---------------

     WHEREAS, the Board of Directors of HCB Bancshares, Inc.
(the "Company") has previously adopted the HCB Bancshares, Inc.
Management Recognition Plan (the "Plan"); and

     WHEREAS, the Board of Directors of the Company has
previously appointed Directors Moseley, Murry, Parker, Silliman,
and Steelman as members of the Management Recognition Plan
Committee (the "Committee") pursuant to the terms of the Plan,
and by resolution dated _______________, 199_ the Committee made
awards under the Plan.

     PLEASE TAKE NOTICE, that the following individual be
granted an award under the Plan ("Plan Share Award"), effective
__________________________:

                                     Number of Shares Subject to
     Recipient                          Plan Share Award
     ---------                       ---------------------------

 ____________________                         ____


     AND BE IT FURTHER RESOLVED, that the Plan Share Award
specified herein shall be subject to the restrictions and other
provisions of Section 7.01 of the Plan.  

Date of Notice: 

_____________, 199__

                              HCB BANCSHARES, INC.
                              MANAGEMENT RECOGNITION PLAN
                              COMMITTEE

                              By _________________________
                                 Its Chairman