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EXHIBIT 99.3

HCB BANCSHARES, INC.
PROPOSED HOLDING COMPANY FOR
HEARTLAND COMMUNITY BANK
CAMDEN, ARKANSAS
PROPOSED MARKETING MATERIALS
2-20-97

[DRAFT]
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Marketing Materials
HCB Bancshares, Inc.
Camden, Arkansas
Table of Contents

I. Press Releases
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples

II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples

III. Question and Answer Brochure
A. Explanation
B. Method of Distribution
C. Example

IV. Cover Letters
A. Explanation
B. Examples

V. IRA Mailing
A. Explanation
B. Quantity
C. IRA Mailing Example

VI. Community Meeting Materials
A. Explanation
B. Method of Distribution
C. Examples

VII. Counter Cards and Lobby Posters
A. Explanation
B. Quantity

VIII. Direct Deposit Plan Flyer
A. Explanation
B. Method of Distribution
C. Example

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IX. Lapel Buttons
A. Explanation
B. Example

X. Proxy Reminder
A. Explanation
B. Example

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I. Press Releases

A. Explanation

In an effort to assure that all customers receive prompt accurate
information in a simultaneous manner, Trident advises the Bank to
forward press releases to area newspapers, radio stations, etc. at
various points during the conversion process.

Only press releases approved by Conversion Counsel and the OTS will be
forwarded for publication in any manner.

B. Schedule

1. OTS Approval of Conversion
2. Close of Stock Offering

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C. Distribution List

National Distribution List

National Thrift News Wall Street Journal
- -------------------- -------------------
212 West 35th Street World Financial Center
13th Floor 200 Liberty
New York, New York 10001 New York, NY 10004
Richard Chang

American Banker SNL Securities
- --------------- --------------
One State Street Plaza Post Office Box 2124
New York, New York 10004 Charlottesville, Virginia 22902
Michael Weinstein

Barrons Investors Business Daily
- ------- ------------------------
Dow Jones & Company 12655 Beatrice Street
Barrons Statistical Information Post Office Box 661750
200 Burnett Road Los Angeles, California 90066
Chicopee, Massachusetts 01020

New York Times
- --------------
229 West 43rd Street
New York, NY 10036

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Local Media List

(To be provided)

Newspaper

Radio

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D. Press Release Examples
PRESS RELEASE FOR IMMEDIATE RELEASE
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For More Information Contact:
Stock Information Center
(800) __________

HEARTLAND COMMUNITY BANK

CONVERSION TO STOCK FORM APPROVED

Camden, Arkansas (__________ __, 1997) - Vida H. Lampkin, President of
Heartland Community Bank ("Heartland Community Bank" or the "Bank"), Camden,
Arkansas, announced that Heartland Community Bank has received approval from
the Office of Thrift Supervision to convert from a federally-chartered mutual
savings bank to a federally-chartered stock savings bank. In connection with
the Conversion, Heartland Community Bank has formed a holding company, HCB
Bancshares, Inc., to hold all of the outstanding capital stock of Heartland
Community Bank.

HCB Bancshares, Inc. is offering 2,000,000 shares of its common stock,
subject to adjustment, at a price of $10.00 per share. Certain account holders
and borrowers of the Bank and its subsidiary, Heartland Community Bank, F.S.B.
(the former Heritage Bank, F.S.B.), will have an opportunity to subscribe for
stock through a Subscription Offering that closes on ___________, 1997. Shares
that are not subscribed for during the Subscription Offering may be offered to
the general public in a Community Offering, with first preference given to
natural persons and trusts of natural persons residing in Ouachita, Calhoun,
Drew, Dallas, Cleveland, Grant and Pulaski Counties, Arkansas. The
Subscription Offering and Community Offering, if conducted, will be managed by
Trident Securities, Inc. of Raleigh, North Carolina. Copies of the Prospectus
relating to the offerings and describing the Plan of Conversion will be mailed
to customers on or about

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__________ __, 1997.

As a result of the Conversion, Heartland Community Bank will be
structured in the stock form as are all commercial banks and an increasing
number of savings institutions and will be a wholly-owned subsidiary of HCB
Bancshares, Inc. According to Ms. Lampkin, "Our day to day operations will
not change as a result of the Conversion and deposits will continue to be
insured by the FDIC up to the applicable legal limits."

Customers with questions concerning the stock offering should call
Heartland Community Bank's Stock Information Center at (501) ________, or visit
one of Heartland Community Bank's offices.

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PRESS RELEASE FOR IMMEDIATE RELEASE
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For More Information Contact:
Vida H. Lampkin or
Cameron D. McKeel
(501) 836-6841

HEARTLAND COMMUNITY BANK COMPLETES INITIAL STOCK OFFERING

Camden, Arkansas - (____________, 1997) Vida H. Lampkin, President of
Heartland Community Bank ("Heartland Community Bank" or the "Bank"), announced
today that HCB Bancshares, Inc., the proposed holding company for Heartland
Community Bank, has completed its initial stock offering in connection with the
Bank's conversion from mutual to stock form. A total of ____________ shares
were sold at the price of $10.00 per share.

On ____________, 1997, Heartland Community Bank's Plan of Conversion
was approved by the Bank's voting members at a special meeting of members.

Ms. Lampkin said that the officers and boards of directors of HCB
Bancshares, Inc. and Heartland Community Bank wished to express their thanks
for the response to the stock offering and that Heartland Community Bank looks
forward to serving the needs of its customers and new stockholders as a
community-based stock institution. The stock is anticipated to commence
trading on ____________, 1997 on the Nasdaq National Market System under the
symbol "HCBB." Trident Securities, Inc. of Raleigh, North Carolina managed the
stock offering.

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II. Advertisements

A. Explanation

The intended use of the attached advertisement "A" is to notify
Heartland Community Bank's customers and members of the local
community that the conversion offering is underway.

The intended use of advertisement "B" is to remind Heartland Community
Bank's customers of the closing date of the Subscription Offering.

B. Media Schedule

1. Advertisement A - To be run immediately following OTS approval
and possibly run weekly for the first three weeks.
2. Advertisement B - To be run during the last week of the
subscription offering.

Trident may feel it is necessary to run more ads in order to remind
customers of the close of the Subscription Offering and the Community
Offering, if conducted.

Alternatively, Trident may, depending upon the response from the
customer base, choose to run fewer ads or no ads at all.

These ads will run in the local newspapers.

The ad size will be as shown or smaller.

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- --------------------------------------------------------------------------------

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THESE SHARES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, THE OFFICE OF THRIFT SUPERVISION OR THE FEDERAL DEPOSIT INSURANCE
CORPORATION, NOR HAS SUCH COMMISSION, OFFICE OR CORPORATION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

NEW ISSUE __________, 1997

UP TO 2,645,000 SHARES

These shares are being offered pursuant
to a Plan of Conversion whereby

HEARTLAND COMMUNITY BANK

Camden, Arkansas, will
convert from a federal mutual savings bank to a
federal capital stock savings bank
and become a wholly owned subsidiary of

HCB BANCSHARES, INC.

COMMON STOCK

---------------

PRICE $10.00 PER SHARE

---------------

TRIDENT SECURITIES, INC.

For a copy of the prospectus call (501) ________.

Copies of the prospectus may be obtained in any State in which this
announcement is circulated from Trident Securities, Inc.
or such other brokers and dealers as may legally offer
these securities in such state.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.

- --------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------

HEARTLAND COMMUNITY BANK

__________ __, 1997 IS THE DEADLINE TO
ORDER STOCK OF HCB BANCSHARES, INC.

Customers of Heartland Community Bank
and its subsidiary have the opportunity
to invest in Heartland Community Bank
by subscribing
for common stock in its proposed holding company

HCB BANCSHARES, INC.

A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (501) ________.

This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
HCB Bancshares, Inc. The offer is made only by the
Prospectus. The shares of common stock are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.

Copies of the Prospectus may be obtained in any State in which this
announcement is ciculated from Trident Securities, Inc. or such other
brokers and dealers as may legally offer these securities in such state.

- --------------------------------------------------------------------------------

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III. Question and Answer Brochure

A. Explanation

The Question and Answer brochure is an essential marketing piece in
any conversion. It answers some of the most commonly asked questions
in "plain, everyday language." Although most of the answers are taken
verbatim from the Prospectus, it saves the individual from searching
for the answer to a simple question.

B. Method of Distribution

There are three primary methods of distribution of the Question and
Answer brochure. However, regardless of the method the brochures are
always accompanied by a Prospectus.

1. A Question and Answer brochure is sent out in the initial
mailing to all members of the Bank.
2. Question and Answer brochures are available in Heartland
Community Bank's offices.
3. Question and Answer brochures are sent out in a standard
information packet to all interested investors who phone the
Stock Information Center requesting information

PROPOSED CORPORATE STRUCTURE

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HCB Bancshares, Inc.
(Holding Company)
----------------------------

(down arrow)

----------------------------

Heartland Community Bank

----------------------------

(down arrow)

---------------------------------------

Heartland Community Bank, FSB
(the former Heritage Bank, FSB)

---------------------------------------

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QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION

On November 21, 1996, the Board of Directors of Heartland Community Bank
("Heartland Community Bank" or the "Bank") unanimously adopted the Plan of
Conversion, pursuant to which Heartland Community Bank will convert from a
federally-chartered mutual savings bank to a federally-chartered stock
savings bank. In addition, all of Heartland Community Bank's outstanding
capital stock will be issued to the holding company, HCB Bancshares, Inc.
(the "Holding Company"), which was organized by Heartland Community Bank to own
Heartland Community Bank as a subsidiary.

This brochure is provided to answer general questions you might have about
the Conversion. Following the Conversion, Heartland Community Bank will
continue to provide financial services to its depositors, borrowers and other
customers as it has in the past and will operate with its existing management
and employees. The Conversion will not affect the terms, balances, interest
rates or existing federal insurance coverage on Heartland Community Bank's
deposits or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Heartland Community Bank.

For complete information regarding the Conversion, see the Prospectus and the
Proxy Statement dated __________ __, 1997. Copies of each of the Prospectus
and the Proxy Statement may be obtained by calling the Stock Information Center
at (501) ________.

THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY HCB BANCSHARES, INC. COMMON STOCK. OFFERS TO BUY OR TO SELL MAY
BE MADE ONLY BY THE PROSPECTUS. PLEASE READ THE PROSPECTUS PRIOR TO MAKING AN
INVESTMENT DECISION.

THE SHARES OF HCB BANCSHARES, INC. COMMON STOCK BEING OFFERED IN THE
SUBSCRIPTION AND COMMUNITY OFFERINGS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND
ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OF THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

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QUESTIONS AND ANSWERS

HCB BANCSHARES, INC.
(THE PROPOSED HOLDING COMPANY FOR
HEARTLAND COMMUNITY BANK)

Questions and Answers Regarding the Subscription and Community Offerings

MUTUAL TO STOCK CONVERSION

1. Q. WHAT IS A "CONVERSION"?
A. Conversion is a change in the legal form of organization.
Heartland Community Bank currently operates four
full-service banking offices in Camden (2), Fordyce and
Sheridan, Arkansas as a federally-chartered mutual
savings bank with no stockholders. Through the Conversion,
Heartland Community Bank will become a federally-chartered
stock savings bank, and the stock of its holding company,
HCB Bancshares, Inc. will be held primarily by
stockholders who purchase stock in the Subscription and
Community Offerings or in the open market following the
Offerings. The Conversion will not affect the deposit or
loan amounts of Heartland Community Bank or its subsidiary
savings institution, Heartland Community Bank, F.S.B., which
operates full-service banking offices in Little Rock and
Monticello, Arkansas, and a loan production office in Bryant,
Arkansas.

2. Q. WHY IS HEARTLAND COMMUNITY BANK CONVERTING?
A. Heartland Community Bank, as a mutual savings bank, does not
have stockholders and has no authority to issue capital
stock. By converting to the stock form of organization,
the Bank will be structured in the form used by commercial
banks, most business entities and a growing number of
savings institutions. The Conversion will be important to
the future growth and performance of the Bank by providing a
larger capital base from which the Bank may operate, the
ability to attract and retain qualified management through
stock- based employee benefit plans, enhanced ability to
diversify into other financial services related activities and
expanded ability to render services to the public.

The Board of Directors and management of Heartland Community
Bank believe that the stock form of organization is
preferable to the mutual form of organization for a financial
institution. The Board and management recognize the decline
in the number of mutual thrifts from over 12,500 mutual
institutions in 1929 to under 800 mutual thrifts today.

Heartland Community Bank believes that converting to the
stock form of organization will allow the Bank to more
effectively compete with local community banks, thrifts, and
with statewide and regional banks, which are in stock
form. Heartland Community Bank believes that by combining
its existing quality service

and products with a local ownership base the Bank's
customers and community members who become stockholders will
be inclined to do more business with Heartland Community Bank.

Furthermore, because Heartland Community Bank competes with
local and regional banks not only for customers, but also
for employees, Heartland Community Bank believes that the
stock form of organization will better afford Heartland
Community Bank the opportunity to attract and retain
employees, management and directors through various stock
benefit plans which are not available to mutual savings
institutions.

3. Q. IS HEARTLAND COMMUNITY BANK'S MUTUAL TO STOCK CONVERSION
BENEFICIAL TO THE COMMUNITIES THAT THE BANK SERVES?
A. Management believes that the structure of the Subscription
and Community Offerings is in the best interest of the
various communities that Heartland Community Bank serves
because following the Conversion it is anticipated that a
significant portion of the Common Stock will be owned by
local residents desiring to share in the ownership of a
local community financial institution. Management desires
that a significant portion of the shares of common stock
sold in the Offerings will be sold to residents of the
Bank's "Local Community" -- Ouachita, Calhoun, Drew,
Dallas, Cleveland, Grant and Pulaski Counties, Arkansas.

4. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS AND
LOANS?
A. Terms and balances of accounts in Heartland Community Bank
and interest rates paid on such accounts will not be
affected by the Conversion. Insurable accounts will
continue to be insured by the Federal Deposit Insurance
Corporation ("FDIC") up to the maximum amount permitted by
law. The Conversion also will not affect the terms or
conditions of any loans to existing borrowers or the rights
and obligations of these borrowers under their individual
contractual arrangements with Heartland Community Bank.

5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN HEARTLAND COMMUNITY
BANK'S PERSONNEL?
A. No. Both before and after the Conversion, Heartland
Community Bank's business of accepting deposits, making
loans and providing financial services will continue without
interruption with the same board of directors, management and
staff.

6. Q. WHAT APPROVALS MUST BE RECEIVED BEFORE THE CONVERSION BECOMES
EFFECTIVE?
A. First, the Board of Directors of Heartland Community Bank
must adopt the Plan of Conversion, which occurred on
November 21, 1996. Second, the Office of Thrift
Supervision must approve the applications required to
effect the Conversion. These approvals have been obtained.
Third, the Plan of Conversion must be approved by a majority
of all votes eligible to be cast by Heartland Community
Bank's voting members. A Special Meeting of voting members
will be held on __________ __,

1997, to consider and vote upon the Plan of Conversion.

THE HOLDING COMPANY

7. Q. WHAT IS A HOLDING COMPANY?
A. A holding company is a company that owns another entity.
Concurrent with the Conversion, Heartland Community Bank will
become a subsidiary of HCB Bancshares, Inc., a company
organized by Heartland Community Bank to acquire all of the
capital stock of Heartland Community Bank to be outstanding
after the Conversion.

8. Q. IF I DECIDE TO BUY STOCK IN THIS OFFERING, WILL I OWN STOCK IN
THE HOLDING COMPANY OR HEARTLAND COMMUNITY BANK?
A. You will own stock in HCB Bancshares, Inc. However, HCB
Bancshares, Inc., as a holding company, will own all of
the outstanding capital stock of Heartland Community Bank.

9. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING COMPANY?
A. The Board of Directors believes that the Conversion of
Heartland Community Bank and the formation of the Holding
Company will result in a stronger financial institution with
the ability to provide additional flexibility to diversify the
Bank's business activities through existing or newly-formed
subsidiaries, although there are no current arrangements or
understandings with respect to such diversification. The
Holding Company will also be able to use stock-based
incentive programs to attract and retain executive and other
personnel for itself and its subsidiaries.

ABOUT BECOMING A STOCKHOLDER

10. Q. WHAT ARE THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
A. Under the Plan of Conversion adopted by Heartland Community
Bank, the Holding Company is offering shares of stock in
the Subscription Offering, to certain current and former
customers of the Bank's offices in Camden, Fordyce and
Sheridan and Heartland Community Bank, F.S.B.'s offices in
Little Rock, Monticello and Bryant and to the Holding
Company's Employee Stock Ownership Plan ("ESOP"). Shares
which are not subscribed for in the Subscription Offering,
if any, may be offered to the general public in a
Community Offering with preference given to natural
persons who are residents of the Bank's Local Community.
These Offerings are consistent with the board's objective of
HCB Bancshares, Inc. being a locally owned financial
institution. The Subscription Offering and Community
Offering, if conducted, are being managed by Trident
Securities, Inc. It is anticipated that any shares not
subscribed for in either the Subscription or Community
Offerings may be offered for sale in a Syndicated Community
Offering, which is an offering on a best efforts basis by a
selling group of broker-dealers.

11. Q. MUST I PAY A COMMISSION TO BUY STOCK IN CONJUNCTION WITH THE
SUBSCRIPTION, COMMUNITY OR SYNDICATED COMMUNITY OFFERINGS?
A. No. You will not pay a commission to buy the stock if the
stock is purchased in the Subscription Offering or
Community Offering, if conducted.

12. Q. HOW MANY SHARES OF HCB BANCSHARES, INC. STOCK WILL BE ISSUED
IN THE CONVERSION?
A. It is currently expected that between 1,700,000 shares and
2,300,000 shares of common stock will be sold at a price of
$10.00 per share. Under certain circumstances the number of
shares may be increased to 2,645,000.

13. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate price of the common stock was determined by
Ferguson & Company, LLC, an independent appraisal firm
specializing in the thrift industry, and was approved by the
Office of Thrift Supervision. The price is based on the
pro forma market value of Heartland Community Bank
(including its subsidiary) and the Holding Company as
determined by the independent evaluation.

14. Q. WHO IS ENTITLED TO BUY STOCK IN THE CONVERSION?
A. The shares of HCB Bancshares, Inc. to be issued in the
Conversion are being offered in the Subscription Offering
in the following order of priority to: (i) depositors with
$50.00 or more on deposit at the Bank's offices in Camden,
Fordyce and Sheridan as of December 31, 1993 ("Eligible
Account Holders"), (ii) the Holding Company's ESOP, (iii)
depositors with $50.00 or more on deposit at the Bank's
offices in Camden, Fordyce and Sheridan as of ___________,
____ ("Supplemental Eligible Account Holders"), (iv)
depositors and borrowers of the Bank's Camden, Fordyce and
Sheridan offices as of _____________, 1997, (v) depositors
and borrowers at Heartland Community Bank, F.S.B.'s
offices in Little Rock, Monticello and Bryant as of
December 31, 1996 ("Other Customers"), subject to the
priorities and purchase limitations set forth in the Plan of
Conversion. Subject to the prior rights of holders of
subscription rights, Common Stock not subscribed for in the
Subscription Offering may be offered subsequently in the
Community Offering to certain members of the general
public, with preference given to natural persons and trusts
of natural persons residing in the Bank's Local Community.
Shares, if any, not subscribed for in the Subscription or
Community Offerings may be offered to the general public in a
Syndicated Community Offering.

15. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. No. Subscription rights granted to the Bank's Eligible
Account Holders, Supplemental Eligible Account Holders, Other
Members and Other Customers in the Conversion are not
transferable. Persons violating such prohibition, directly
or indirectly, may lose their right to purchase stock in the
Conversion and be subject to other possible sanctions. IT IS
THE RESPONSIBILITY OF EACH SUBSCRIBER QUALIFYING AS

AN ELIGIBLE ACCOUNT HOLDER, SUPPLEMENTAL ELIGIBLE ACCOUNT
HOLDER, OTHER MEMBER OR OTHER CUSTOMER TO LIST COMPLETELY
ALL ACCOUNT NUMBERS FOR QUALIFYING SAVINGS ACCOUNTS OR LOANS
AS OF THE QUALIFYING DATE ON THE STOCK ORDER FORM.

16. Q. WHAT ARE THE MINIMUM AND MAXIMUM NUMBERS OF SHARES THAT I CAN
PURCHASE IN THE CONVERSION?
A. The minimum number of shares is 25. The maximum number of
shares that may be purchased in the Conversion by any person
or entity currently is 20,000. The maximum number of shares
that may be purchased in the Conversion by any person or
entity other than the ESOP, together with any associate or
persons or entities acting in concert with such person,
currently is 25,000 shares.

17. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF HEARTLAND
COMMUNITY BANK BUYING A SIGNIFICANT AMOUNT OF THE STOCK OF
THE HOLDING COMPANY?
A. Directors and executive officers of the Bank are expected
to subscribe for 112,500 shares. The purchase price paid
by directors and executive officers will be the same $10.00
per share price as that paid by all other persons who order
stock in the Subscription or Community Offerings.

18. Q. HOW DO I SUBSCRIBE FOR SHARES OF STOCK?
A. To subscribe for shares of stock in the Subscription
Offering, you should send or deliver a stock order form
together with full payment (or appropriate instructions for
withdrawal from permitted deposit accounts as described
below) to Heartland Community Bank in the postage-paid
envelope provided, so that the stock order form and payment
or withdrawal authorization instructions are received prior
to the close of the Subscription Offering, which will
terminate at _____ p.m., Central Time, on __________ __,
1997, unless extended. Payment for shares may be made in
cash (if made in person) or by check or money order.
Subscribers who have deposit accounts with Heartland
Community Bank or Heartland Community Bank, F.S.B. may
include instructions on the stock order form requesting
withdrawal from such deposit account(s) to purchase shares of
HCB Bancshares, Inc. Withdrawals from certificates of deposit
may be made without incurring an early withdrawal penalty.

If shares remain available for sale after the expiration of
the Subscription Offering, they may be offered in the
Community Offering, which will begin as soon as practicable
after the end of the Subscription Offering, but may begin at
any time during the Subscription Offering. Persons who wish
to order stock in the Community Offering should return their
stock order form as soon as possible after the Community
Offering begins because it may terminate at any time after
it begins. Members of the general public should contact the
Stock Information Center at (501) ________ for additional
information.

19. Q. MAY I USE FUNDS IN A RETIREMENT ACCOUNT TO PURCHASE STOCK?
A. Yes. If you are interested in using funds held in your
retirement account at Heartland Community Bank, the Stock
Information Center can assist you in transferring those funds
to a self-directed IRA, if necessary, and directing the
trustee to purchase the stock. This process may be done
without an early withdrawal penalty and generally without a
negative tax consequence to your retirement account. Due
to the additional paperwork involved, IRA transfers must
be completed by _________. For additional information, call
the Stock Information Center at (501) __________.

20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK
PURCHASE?
A. Yes. Heartland Community Bank will pay interest at its
passbook rate from the date the funds are received until
completion of the stock offering or termination of the
Conversion. All funds authorized for withdrawal from deposit
accounts with Heartland Community Bank will continue to earn
interest at the contractual rate until the date of the
completion of the Conversion.

21. Q. MAY I OBTAIN A LOAN FROM HEARTLAND COMMUNITY BANK TO PAY FOR
SHARES PURCHASED IN THE CONVERSION?
A. No. Federal regulations prohibit Heartland Community Bank
from making loans for this purpose. However, federal
regulations do not prohibit you from obtaining a loan from
another source for the purpose of purchasing stock in the
Conversion.

22. Q. IF I BUY STOCK IN THE CONVERSION, HOW WOULD I GO ABOUT BUYING
ADDITIONAL SHARES OR SELLING SHARES IN THE AFTERMARKET?
A. HCB Bancshares, Inc. has received conditional approval to
have the Common Stock quoted on the Nasdaq National Market
System under the symbol "HCBB." Therefore, once the stock
has commenced trading, interested investors may contact any
broker to buy or sell shares.

23. Q. WHAT IS THE HOLDING COMPANY'S DIVIDEND POLICY?
A. The Board of Directors of the Holding Company intends to
adopt a policy of paying regular quarterly cash dividends
at an annual rate of $0.20 per share (2.0%) following the
first full quarter of fiscal 1997 after consummation of the
Conversion (i.e., following September 30, 1997). Dividends
will be subject to determination and declaration by the
Board of Directors, which will take into account a number of
factors, including the operating results and financial
condition of the Holding Company, net worth and capital
requirements and regulatory restrictions on the payment of
dividends by the Bank to the Holding Company upon which
dividends paid by the Holding Company eventually will be
primarily dependent. There can be no assurance that
dividends will in fact be paid on the Common Stock or that,
if paid, such dividends will not be reduced or eliminated in
future periods.

24. Q. WILL THE FDIC INSURE THE SHARES OF THE HOLDING COMPANY?

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A. No. The shares of HCB Bancshares, Inc. are not savings
deposits or savings accounts and are not insured by the FDIC
or any other government agency.

25. Q. IF I SUBSCRIBE FOR SHARES AND LATER CHANGE MY MIND, WILL I BE
ABLE TO GET A REFUND OR MODIFY MY ORDER?
A. No. Only with the consent of Heartland Community Bank can
your order be canceled, withdrawn or modified once it has
been received by Heartland Community Bank.

ABOUT VOTING "FOR" THE PLAN OF CONVERSION

26. Q. AM I ELIGIBLE TO VOTE AT THE SPECIAL MEETING OF MEMBERS TO BE
HELD TO CONSIDER THE PLAN OF CONVERSION?
A. You are eligible to vote at the Special Meeting of Members
to be held on __________ __, 1997 if you were a depositor
or borrower of Heartland Community Bank at the close of
business on the Voting Record Date (_______, 1997) and
continue as such until the Special Meeting. If you were a
member on the Voting Record Date, you should have received a
proxy statement and a proxy card with which to vote.

27. Q. HOW MANY VOTES DO I HAVE?
A. Each account holder is entitled to one vote for each $100, or
fraction thereof, on deposit in such account(s). Each
borrower member is entitled to cast one vote in addition to
the number of votes, if any, he or she is entitled to cast
as an account holder. No member may cast more than 1,000
votes.

28. Q. IF I VOTE "AGAINST" THE PLAN OF CONVERSION AND IT IS
APPROVED, WILL I BE PROHIBITED FROM BUYING STOCK DURING THE
SUBSCRIPTION OFFERING?
A. No. Voting against the Plan of Conversion in no way
restricts you from purchasing HCB Bancshares, Inc. stock
in the Subscription Offering.

29. Q. DID THE BOARD OF DIRECTORS OF HEARTLAND COMMUNITY BANK
UNANIMOUSLY ADOPT THE PLAN OF CONVERSION?
A. Yes. Heartland Community Bank's Board of Directors
unanimously adopted the Plan of Conversion and urges that all
members vote "FOR" approval of such Plan.

30. Q. WHAT HAPPENS IF HEARTLAND COMMUNITY BANK DOES NOT GET ENOUGH
VOTES TO APPROVE THE PLAN OF CONVERSION?
A. The Conversion would not take place, and Heartland Community
Bank would remain a mutual savings institution.

31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF HEARTLAND COMMUNITY
BANK, AM I REQUIRED TO VOTE?
A. No. However, failure to return your proxy card or
otherwise vote will have the same effect as a vote AGAINST
the Plan of Conversion.

32. Q. WHAT IS A PROXY CARD?
A. A proxy card gives you the ability to vote without
attending the Special Meeting in person. If you received
more than one informational packet, then you should vote the
proxy cards in all packets. Your proxy card(s) is (are)
located in the window sleeve of your informational packet(s).

You may attend the meeting and vote, even if you have
returned your proxy card, if you choose to do so. However,
if you are unable to attend, you still are represented by
proxy. Previously executed proxies, other than those proxies
sent pursuant to the Conversion, will not be used to vote for
approval of the Plan of Conversion, even if the respective
members do not execute another proxy or attend the Special
Meeting and vote in person.

33. Q. HOW CAN I GET FURTHER INFORMATION CONCERNING THE STOCK
OFFERING?
A. You may call the Stock Information Center at (501) ________
for further information or to request a copy of the
Prospectus, a stock order form, a proxy statement or a proxy
card.

THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY HCB BANCSHARES, INC. COMMON STOCK. SUCH
OFFERS AND SOLICITATIONS MAY BE MADE ONLY BY MEANS OF THE PROSPECTUS.
COPIES OF THE PROSPECTUS MAY BE OBTAINED BY CALLING THE STOCK INFORMATION
CENTER AT (501) ______________.

THE SHARES OF HCB BANCSHARES, INC. COMMON STOCK BEING OFFERED ARE NOT
SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION
INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.

IV. Cover Letters for Initial Mailing

A. Explanation

These cover letters are used as an introduction for the Offering and
Proxy materials mailed to potential investors.

B. Examples

(Heartland Community Bank Letterhead)
____________, 1997

Dear Valued Customer:

Heartland Community Bank ("Heartland Community Bank" or the "Bank")
is pleased to announce that it has received regulatory approval to proceed
with its plan to convert to a federally-chartered stock savings bank. This
stock conversion is the most significant event in the history of Heartland
Community Bank in that it allows customers, community members, directors and
employees an opportunity to own stock in HCB Bancshares, Inc., the proposed
holding company for the Bank.

For over 63 years, the Bank has successfully operated as a mutual
company. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage on
deposits at the Bank, or the terms or conditions of any loans to existing
borrowers under their individual contract arrangements with the Bank. Let us
also assure you that the Conversion will not result in any changes in the
management, personnel or the Board of Directors of the Bank.

As one of our valued members, you have the opportunity to invest
in the Bank's future by purchasing stock in HCB Bancshares, Inc. during the
Subscription Offering, without paying a sales commission.

If you decide to exercise your subscription rights to purchase
shares, you must return the properly completed stock order form together
with full payment for the subscribed shares so that it is received by the
Bank not later than ____ p.m. Central Time on __________, 1997.

Enclosed is a proxy card. Your Board of Directors solicits your
vote "FOR" the Bank's Plan of Conversion. A vote in favor of the Plan does
not obligate you to purchase stock. Please sign and return your proxy card
promptly; your vote is important to us.

We have also enclosed a Prospectus and Proxy Statement which fully
describes the Bank, its management, board and financial strength and the
Plan of Conversion. Please review it carefully before you vote or
invest. For your convenience we have established a Stock Information
Center. If you have any questions, please call the Stock Information Center
collect at (501) ________.

We look forward to continuing to provide quality financial services to
you in the future.

Sincerely,

Vida H. Lampkin
President
Enclosures

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

(Heartland Community Bank Letterhead)

____________, 1997

Dear Interested Investor:

Heartland Community Bank ("Heartland Community Bank" or the "Bank")
is pleased to announce that it has received regulatory approval to proceed
with its plan to convert to a federally-chartered stock savings bank. This
stock conversion is the most significant event in the history of the Bank in
that it allows customers, community members, directors and employees an
opportunity to own stock in HCB Bancshares, Inc., the proposed holding
company for the Bank.

For over 63 years, the Bank has successfully operated as a mutual
company. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage on the
Bank deposits, or the terms or conditions of any loans to existing
borrowers under their individual contract arrangements with the Bank.

Let us also assure you that the Conversion will not result in any
changes in the management, personnel or the Board of Directors of the Bank.

Enclosed is a Prospectus which fully describes the Bank, its
management, board and financial strength. Please review it carefully before
you make an investment decision. If you decide to invest, please return to
the Bank a properly completed stock order form together with full payment for
shares at your earliest convenience but not later than _____ p.m. Central
Time on _________, 1997. For your convenience we have established a Stock
Information Center. If you have any questions, please call the Stock
Information Center collect at (501) ________.

We look forward to continuing to provide quality financial services to
you in the future.

Sincerely,

Vida H. Lampkin
President

Enclosures

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

(Heartland Community Bank Letterhead)

____________, 1997

Dear Friend:

Heartland Community Bank ("Heartland Community Bank" or the "Bank")
is pleased to announce that we have received regulatory approval to proceed
with its plan to convert to a federally-chartered stock savings bank. This
stock conversion is the most significant event in the history of Heartland
Community Bank in that it allows customers, community members, directors and
employees an opportunity to own stock in HCB Bancshares, Inc., the proposed
holding company for the Bank.

For over 63 years, the Bank has successfully operated as a mutual
company. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage on the
Bank deposits, or the terms or conditions of any loans to existing
borrowers under their individual contract arrangements with the Bank.

Let us also assure you that the Conversion will not result in any
changes in the management, personnel or the Board of Directors of the Bank.

Our records indicate that you were a depositor of the Bank on
__________ or a depositor of the Bank or its subsidiary on December 31, 1996,
but that you were not a member on _____________, 1997. Therefore, under
applicable law, you are entitled to subscribe for Common Stock in HCB
Bancshares, Inc.'s Subscription Offering. Orders submitted by you and
others in the Subscription Offering are contingent upon the current members'
approval of the Plan of Conversion at a special meeting of members to be
held on _________, 1997 and upon receipt of all required regulatory
approvals.

If you decide to exercise your subscription rights to purchase
shares, you must return the properly completed stock order form together
with full payment for the subscribed shares so that it is received at the
Bank not later than ____ p.m. Central Time on _________, 1997.

Enclosed is a Prospectus which fully describes the Bank, its
management, board and financial strength. Please review it carefully before
you invest. For your convenience we have established a Stock Information
Center. If you have any questions, please call the Stock Information Center
collect at (501) ________.

We look forward to continuing to provide quality financial services to
you in the future.

Sincerely,

Vida H. Lampkin
President

Enclosures

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means
of the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

(Heartland Community Bank Letterhead)
___________, 1997

Dear Valued Customer:

For over 63 years, the Bank has successfully operated as a mutual
company. We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
the Bank, or the terms or conditions of any loans to existing borrowers under
their individual contract arrangement with the Bank.

As a valued customer of Heartland Community Bank, F.S.B.'s offices in
Little Rock, Monticello and Bryant as of December 31, 1996, you have the
opportunity to invest in the Bank's future by purchasing stock in HCB
Bancshares, Inc. during the Subscription Offering, without paying a sales
commission.

If you decide to exercise your subscription rights to purchase shares
you must return the properly completed stock order form together with full
payment for the subscribed shares so that it is received by the Bank not later
than ____ p.m. Central Time on ____________, 1997.

We have enclosed a Prospectus which fully describes the Bank,
its management, board and financial strength. Please review it carefully
before you vote or invest. For you convenience we have established a Stock
Information Center. If you have any questions, please call the Stock
Information Center collect at (501) _________.

We look forward to continuing to provide quality financial services to
you in the future.

Sincerely,

Vida H. Lampkin
President
Enclosures

(Heartland Community Bank Letterhead)

___________, 1997

Dear Member:

As a qualified member of Heartland Community Bank ("Heartland
Community Bank" or the "Bank"), you have the right to vote upon the Bank's
proposed Plan of Holding Company Conversion and also generally have the right
to subscribe for shares of common stock of HCB Bancshares, Inc., the proposed
holding company for Heartland Community Bank through the mutual to stock
conversion of Heartland Community Bank. However, the proposed plan of
Holding Company Conversion provides that HCB Bancshares, Inc. will not offer
stock in any state in which compliance with the securities laws would be
impracticable for reasons of cost or otherwise. Unfortunately, the
securities laws of your state would require HCB Bancshares, Inc. to register
its common stock and /or its employees in order to sell the common stock to
you. Such registration would be prohibitively expensive or otherwise
impracticable in light of the few members residing in your state.

You may vote on the proposed Plan of Holding Company Conversion and
we urge you to read the enclosed Summary Proxy Statement and execute the
enclosed Revocable Proxy. Questions regarding the execution of the
Revocable Proxy should be directed to Heartland Community Bank's Stock
Information Center at (501) __________.

Sincerely,

Vida H. Lampkin
President

Enclosures

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

V. IRA Mailing

A. Explanation

A special IRA mailing is proposed to be sent to all IRA customers
of the Bank in order to alert the customers that funds held in an
IRA can be used to purchase stock. Since this transaction is not as
simple as designating funds from a certificate of deposit like a
normal stock purchase, this letter informs the customer that this
process is slightly more detailed and involves a personal visit to
the Bank.

B. Quantity

One IRA letter is proposed to be mailed to each IRA customer of the
Bank and the Bank's subsidiary. These letters would be mailed
following OTS approval for the conversion and after each customer has
received the initial mailing containing a Proxy Statement and a
Prospectus.

C. Example - See following page.

(Heartland Community Bank Letterhead)

__________ __, 1997

Dear Individual Retirement Account Participant:

As you know, Heartland Community Bank is in the process of
converting from a federally-chartered mutual savings bank to a
federally-chartered stock savings bank and has formed HCB Bancshares, Inc.
to hold all of the stock of Heartland Community Bank (the "Conversion").
Through the Conversion, certain current and former depositors and borrowers of
Heartland Community Bank and its subsidiary have the opportunity to purchase
shares of common stock of HCB Bancshares, Inc. in a Subscription Offering.
HCB Bancshares, Inc. currently is offering up to 2,300,000 shares, subject
to adjustment, of HCB Bancshares, Inc. at a price of $10.00 per share.

As the holder of an individual retirement account ("IRA") at
Heartland Community Bank or its subsidiary, you have an opportunity to
become a shareholder in HCB Bancshares, Inc. using funds being held in your
IRA. If you desire to purchase shares of common stock of HCB Bancshares,
Inc. through your IRA, Trident Securities, Inc. and Heartland Community Bank
can assist you in self-directing those funds. This process can be done
without an early withdrawal penalty and generally without a negative tax
consequence to your retirement account.

If you are interested in receiving more information on
self-directing your IRA, please contact our Conversion Center at (501)
__________. Because it may take several days to process the necessary IRA
forms, a response is requested by _______, 1997 to accommodate your interest.

Sincerely,

Vida H. Lampkin
President

This letter is neither an offer to sell nor a solicitation of an offer to buy
HCB Bancshares, Inc. common stock. The offer is made only by the
Prospectus, which was recently mailed to you.

THE SHARES OF HCB BANCSHARES, INC. COMMON STOCK ARE NOT DEPOSITS AND WILL
NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.

VI. Community Meeting Materials

A. Explanation

In order to educate the public about the stock offering, Trident
suggests holding Community meetings in various locations. In an
effort to target a group of interested investors, Trident requests
that each Director of the Bank submit a list of acquaintances that he
or she would like to invite to a community meeting.

B. Method of Distribution of Invitations and Prospect Letters

Each Director submits his list of prospects.

Invitations are sent to each Director's prospects through the mail.
All invitations are preceded by a Prospectus and all attendees are
given a Prospectus at the meeting. Letters will be sent to
prospects to thank them for their attendance and to remind them of
closing dates.

C. Examples enclosed.

Example
The Directors and Officers

Heartland Community Bank

cordially invite you to attend a brief

presentation regarding the stock offering of

HCB Bancshares, Inc., our proposed holding company

Please join us at the

Place

Address

Date

at _____ p.m.

for hors d'oeuvres

R.S.V.P.
(___) (Collect)
(800) (Toll free)

*Sent to prospects who are customers*

_______________, 1997

&salutation& &firstname& &last name&
&address&
&city&, &state& &zip&

Dear &prefername&

Recently you may have read in the newspaper that Heartland Community
Bank ("Heartland Community Bank" or the "Bank") will convert from a
federally-chartered mutual savings bank to a federally-chartered stock savings
bank. This is the most significant event in the history of the Bank in that
it allows customers, employees and directors the opportunity to share in
Heartland Community Bank's future by becoming charter stockholders of the
Bank's newly- formed holding company, HCB Bancshares, Inc.

As a customer of Heartland Community Bank or its subsidiary, you
should have received a packet of information regarding the conversion,
including a Prospectus and a Proxy Statement. In addition, we are holding
several presentations for friends of the officers and directors to discuss the
stock offering in more detail. You will receive an invitation in the near
future.

Please feel free to call me or the Heartland Community Bank's Stock
Information Center at (501) ________ if you have any questions. I look
forward to seeing you at one of our informational presentations.

Sincerely,

Vida H. Lampkin
President

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means
of the Prospectus and the Summary Proxy Statement, respectively. There shall
be no sale of stock in any state in which any offer, solicitation of an offer
or sale of stock would be unlawful.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

*Sent to prospects who are not customers*

____________, 1997

&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&

Dear &prefername&:

Recently you may have read in the newspaper that Heartland
Community Bank ("Heartland Community Bank" or the "Bank") will be
converting from a federally-chartered mutual savings bank to a
federally-chartered stock savings bank. This is the most significant event
in the history of the Bank in that it allows customers, employees and
directors the opportunity to share in Heartland Community Bank's future by
becoming charter stockholders of the Bank's holding company, HCB Bancshares,
Inc.

[Director] has asked that you be sent a Prospectus and stock order
form which will allow you to become a charter stockholder, should you desire.
In addition, we are holding several presentations for friends of the officers
and directors of Heartland Community Bank to discuss the stock offering in more
detail. You will receive an invitation in the near future.

Please feel free to call me or the Heartland Community Bank's Stock
Information Center at (501) _______ if you have any questions. I look
forward to seeing you at one of our information presentations.

Sincerely,

Vida H. Lampkin
President

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means
of the Prospectus and the Summary Proxy Statement, respectively. There shall
be no sale of stock in any state in which any offer, solicitation of an offer
or sale of stock would be unlawful.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

*Sent to those attending a community meeting*

____________, 1997

&salutation& &firstname& &lastname&
&address&
&City&, &state& &zip&

Dear &prefername&:

Thank you for attending our informational presentation relating to
Heartland Community Bank's conversion to a stock company. The information
presented at the meeting and the Prospectus you recently received should assist
you in making an informed investment decision.

Obviously, we are excited about this stock offering and the
opportunity to share in the future of Heartland Community Bank. This
conversion is the most important event in our history and it gives the Bank
the strength to compete in the future and will provide the Bank additional
corporate flexibility.

We may contact you in the near future to get an indication of your
interest in our offering. If you make a decision to invest, please return your
order form no later than ___________, 1997. If you have any questions, please
call the Stock Information Center at (501) ________.

Sincerely,

Vida H. Lampkin
President

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be
no sale of stock in any state in which any offer, solicitation of an offer or
sale of stock would be unlawful.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

* Sent to those not attending a community meeting *

_________, 1997

&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&

Dear &prefername&:

I am sorry you were unable to attend our recent presentation
regarding Heartland Community Bank's mutual to stock conversion. The Board
of Directors and management team of Heartland Community Bank are committed to
contributing to long term shareholder value and as a group we are personally
investing approximately $1,125,000 of our own funds. We are enthusiastic
about the stock offering and the opportunity to share in the future of
Heartland Community Bank.

We have established a Stock Information Center to assist you with
any questions regarding the stock offering. Should you require any assistance
between now and ___________, 1997, I encourage you to either stop by our Stock
Information Center or call (501) __________.

I hope you will join me as a charter stockholder in Heartland
Community Bank.

Sincerely,

Vida H. Lampkin
President

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means
of the Prospectus and the Summary Proxy Statement, respectively. There shall
be no sale of stock in any state in which any offer, solicitation of an offer
or sale of stock would be unlawful.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

* Final Reminder Letter *

_________, 1997

&salutation&firstname&lastname&
&address&
&city&, &state& &zip&

Dear &prefername&:

I am writing to remind you that the deadline for purchasing stock
in HCB Bancshares, Inc. is quickly approaching. I hope you will join me in
becoming a charter stockholder in one of Arkansas' newest publicly owned
financial institutions.

The deadline for becoming a charter stockholder is ____________,
1997. If you have any questions, please call our Stock Information Center
at (501) __________.

Once again, I look forward to having you join me as a charter
stockholder in HCB Bancshares, Inc.

Sincerely,

Vida H. Lampkin
President

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of HCB Bancshares, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means
of the Prospectus and the Summary Proxy Statement, respectively. There shall
be no sale of stock in any state in which any offer, solicitation of an offer
or sale of stock would be unlawful.

THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.

VII. Counter Cards and Lobby Posters

A. Explanation

Counter cards and lobby posters serve two purposes: (1) As a notice
to Heartland Community Bank's customers and members of the local
community that the stock sale is underway and (2) to remind the
customers of the end of the Subscription Offering. Trident has learned
in the past that many people forget the deadline for subscribing and
therefore we suggest the use of these simple reminders.

B. Quantity

Approximately 2 - 3 Counter cards will be used at teller windows and
on customer service representatives' desk. Approximately 1 - 2 Lobby
posters will be used at each office of Heartland Community Bank

C. Example

D. Size

The counter card will be approximately 8 1/2" x 11".
The lobby poster will be approximately 16" x 20".

POSTER OR COUNTER CARD

================================================================================

"TAKE STOCK IN OUR FUTURE"

"STOCK OFFERING MATERIALS

AVAILABLE HERE"

HEARTLAND COMMUNITY BANK

================================================================================

VIII. Direct Deposit Plan Flyer

A. Explanation

In order to educate customers about the ability to have dividends
deposited directly into an account at the Bank, Trident suggests
using a flyer to alert customers of this option.

B. Method of Distribution

Flyers would be included in the initial mailing packets,
distributed at community meetings and available at the Stock
Information Center..

C. Example

-------------------------------------------------------------------

Heartland Community Bank

Customers

You Can Have Dividends Paid on Shares of HCB Bancshares, Inc.
Deposited Directly Into a Heartland Community Bank Account

Please Check The Appropriate Box on the Stock Order Form
and
Inquire at the Stock Information Center
for
More Information

-------------------------------------------------------------------

IX. Lapel Buttons

A. Explanation

In an effort to make customers more aware of the offering in progress,
Trident recommends that the employees wear lapel buttons.

B. Example

"Take Stock In Our Future"

Heartland Community Bank

X. Proxy Reminder

A. Explanation

A proxy reminder is used when the majority of votes needed to adopt
the Plan of Conversion is still outstanding. The proxy reminder is
mailed to those "target vote" depositors who have not previously
returned their signed proxy.

The target vote depositors are determined by the conversion agent.

B. Example

C. Size

Proxy reminder is approximately 8 1/2" x 11".

B. Example

- --------------------------------------------------------------------------------
P R O X Y R E M I N D E R

Heartland Community Bank

YOUR VOTE ON OUR STOCK CONVERSION PLAN HAS NOT BEEN RECEIVED.
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT
TO VOTING AGAINST THE PLAN.

VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNTS.
DEPOSIT ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP TO THE APPLICABLE
LIMITS.

YOU MAY PURCHASE STOCK IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO BUY
STOCK.

PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
PROXY CARD TO HEARTLAND COMMUNITY BANK TODAY.

PLEASE VOTE ALL PROXY CARDS RECEIVED.

WE RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION. THANK YOU.

THE BOARD OF DIRECTORS AND MANAGEMENT OF
HEARTLAND COMMUNITY BANK

- --------------------------------------------------------------------------------

IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (501) _______.