AGREEMENT OF ACQUISITION

Asset Purchase Agreement

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HCB BANCSHARES INC | Rock Bancshares, Inc.

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Title: AGREEMENT OF ACQUISITION
Governing Law: Arkansas Date: 1/16/2004
Industry: SandLs/Savings Banks Law Firm: Stradley Ronon Stevens & Young, LLP; Quattlebaum, Grooms, Tull & Burrow PLLC Sector: Financial

EXHIBIT 2

AGREEMENT OF ACQUISITION

THIS AGREEMENT OF ACQUISITION ("AGREEMENT"), is made as of the 13th day of

January, 2004, by and between Rock Bancshares, Inc., an Arkansas corporation

("RBI") and HCB Bancshares, Inc., an Oklahoma corporation ("HCB").

ARTICLE I

RECITALS

Section 1.01 RBI. RBI has been duly incorporated and is a validly existing

corporation in good standing under the laws of the State of Arkansas, with its

principal executive offices located in Little Rock, Arkansas.

Section 1.02 HCB. HCB has been duly incorporated and is a validly existing

corporation in good standing under the laws of the State of Oklahoma, with its

principal executive offices located in Camden, Arkansas. HCB is registered as a

savings and loan holding company with the Office of Thrift Supervision ("OTS")

under the Home Owners' Loan Act. As of the date hereof, HCB has 25,000,000

shares of authorized capital stock, of which 20,000,000 are shares of common

stock, par value $0.01 per share ("HCB STOCK"), of which 1,447,013 shares are

outstanding as of January 13, 2004, and 5,000,000 are shares of serial preferred

stock, par value $.01 per share, none of which are outstanding. No other class

of capital stock being authorized.

Section 1.03 Bank. Heartland Community Bank ("BANK") has been duly

incorporated and is a validly existing saving bank association in good standing

under the laws of the United States of America, with its principal executive

offices located in Camden, Arkansas. As of the date hereof, the Bank has

25,000,000 shares of authorized capital stock, of which 20,000,000 are shares of

common stock, par value $.01 per share ("BANK STOCK"), of which 100,000 shares

are outstanding as of December 31, 2003, and 5,000,000 are shares of serial

preferred stock, par value $.01 per share, none of which are outstanding, no

other class of capital stock being authorized. All of the outstanding shares of

the Bank stock are owned by HCB.

Section 1.04 COMPENSATORY STOCK OPTIONS. HCB has reserved 191,764 shares of

HCB Stock ("OPTION STOCK") for issuance pursuant to the terms of the stock

option grants under its existing stock option plan ("OPTION PLAN"), of which

options for 168,387 shares have been granted to various officers and directors

of HCB and its subsidiaries, as shown on Schedule 1.04, and are currently

outstanding. As of execution of this Agreement, all outstanding options for

shares of HCB Stock shall become exercisable.

Section 1.05 RESTRICTED STOCK. HCB has 12,652 shares of HCB Stock issued

and outstanding, reserved for distribution and held by a grantor trust pursuant

to the terms of the HCB Bancshares, Inc. Management Recognition Plan ("MRP"),

all of which shares have been awarded to various officers, directors and one

former director of HCB and its subsidiaries as shown on Schedule 1.05. As of the

date of this Agreement, all awarded shares shall become vested and be

distributed immediately.

<PAGE>

Section 1.06 RIGHTS; VOTING DEBT. Except for (i) the Option Plan and the

MRP and (ii) the transactions contemplated under this Agreement, HCB does not

have any shares of its capital stock reserved for issuance, any outstanding

option, call or commitment relating to shares of its capital stock or any

outstanding securities, obligations or agreements convertible into or

exchangeable for, or giving any person any right (including, without limitation,

preemptive rights) to subscribe for or acquire from it, any shares of its

capital stock (collectively, "RIGHTS"). Neither HCB nor any of its subsidiaries

have any bonds, debentures, notes or other indebtedness issued and outstanding,

having the right to vote, or convertible into securities having the right to

vote, on any matters on which shareholders may vote ("VOTING DEBT").

Section 1.07 MATERIALITY. Unless the context otherwise requires, any

reference in this Agreement to materiality with respect to either party shall,

as to HCB, be deemed to be with respect to HCB and its wholly owned subsidiary,

the Bank, taken as a whole.

Any reference in this Agreement to Material Adverse Change or Material

Adverse Effect shall mean, with respect to any party, any change, circumstance,

development, condition, or occurrence or effect which, individually or in the

aggregate with all other changes, circumstances, developments, conditions,

occurrences, and effects (including all breaches of a representation or warranty

set forth in this Agreement), or occurrence has, or would be reasonably likely

to have, a material adverse effect on (a) the business, results of operations or

financial condition of such party and its subsidiaries, taken as a whole, or (b)

such party's ability to perform its obligations under this Agreement or

consummate the transactions contemplated hereby; provided, however, that in

determining whether a Material Adverse Effect has occurred there shall be

excluded any effect on the referenced party the primary cause of which is (i)

any change in banking or similar laws, rules or regulations of general

applicability or interpretations thereof by courts or governmental authorities,

(ii) any change in GAAP or regulatory accounting requirements applicable to

financial institutions or their holding companies generally, (iii) changes in

conditions, including interest rates, in the banking industry or in the global

or United States economy or financial markets; which respect to clauses (i),

(ii) or (iii), to the extent that such a change does not materially affect the

referenced party to a materially different extent than other similarly situated

banking organizations, and (iv) any action or omission of the referenced party

or any of its Subsidiaries taken with the prior written consent of the other

party to this Agreement in contemplation of the Share Acquisition.

Section 1.08 SHARE ACQUISITION. The Board of Directors of RBI and the Board

of Directors of HCB have each determined that it is desirable and in the best

interests of their respective companies and theirs shareholders that HCB acquire

all of the outstanding shares of HCB ("SHARE ACQUISITION") on the terms and

subject to the conditions set forth in this Agreement.

In consideration of their mutual promises and obligations hereunder, and

intending to be legally bound hereby, RBI and HCB adopt and make this Agreement

and prescribe the terms and conditions hereof and the manner and basis of

carrying it into effect, which shall be as follows:

<PAGE>

ARTICLE II

SHARE ACQUISITION

Section 2.01 SHARE ACQUISITION. On the Effective Date, as defined in

Section 8.01, RBI will acquire all of the outstanding HCB Stock pursuant to the

provisions of, and with the effects provided in, the Oklahoma General

Corporation Act. No changes will be made to the certificate of incorporation of

HCB or the Articles of Incorporation of HCB by reason of the consummation of

this transaction. At the Effective Time, the terms of directors of HCB shall

terminate and their successors shall be designated by RBI; the terms of the

Officers of HCB shall terminate and their successors shall be elected by the

newly designated board of directors of HCB; HCB and RBI shall each continue to

possess all of the rights, privileges and franchises possessed by each prior to

this transaction; Each of HCB and RBI shall continue to be responsible for all

of their respective liabilities and obligations; and the Share Acquisition shall

not affect or impair the rights of the creditors or of any persons dealing with

RBI or HCB.

Section 2.02 THE CLOSING.

(a) A "Closing" shall take place at a place mutually agreed upon by the

parties, at a time and on a date to be specified by RBI, promptly after the

satisfaction or, except in the case of receipt of the approvals of HCB's

stockholders and regulatory authorities described in Sections 6.01(a) and (b),

waiver of all of the conditions set forth in Sections 6.01 and 6.02 to this

Agreement (other than those conditions that by their nature are to be satisfied

at the Closing, but subject to the fulfillment of those conditions), or at such

other times and date as HCB and RBI may agree (the "CLOSING DATE"). At the

Closing, (a) RBI and HCB shall each provide to the other such proof or

indication of satisfaction of the conditions set forth in Sections 6.01 and 6.02

as the other may have reasonably requested; (b) the certificates, letters, and

opinions required by Sections 6.01(f) and (g) and Sections 6.02(f) and (g) shall

be delivered; (c) RBI and HCB shall cause the Certificate of Acquisition to be

filed with the Secretary of State of the State of Oklahoma, (d) HCB shall

certify to RBI (i) its Equity Capital (as defined in Section 2.03(d) below) and

(ii) the number of shares of HCB Stock then outstanding, and (e) RBI and HCB

shall execute and deliver to each other all other instruments and assurances,

and do all things, reasonably necessary and proper to effect the Share

Acquisition and other transactions contemplated hereby.

(b) The Share Acquisition shall become effective at 6:01 p.m. on the date

that the Certificate of Acquisition is filed with the Secretary of State of the

State of Oklahoma, unless a later time is agreed to in writing by RBI and HCB

and so specified in the Certificate of Acquisition. The date and time at which

the Share Acquisition shall become effective is referred to in this Agreement as

the "EFFECTIVE TIME."

shall be as provided in this Agreement and in the applicable provisions of the

Oklahoma General Corporation Act. Without limiting the generality of the

foregoing, and subject thereto, at the Effective Time, all the rights,

privileges, powers of ownership in the HCB Stock shall vest in RBI, and the

rights of the HCB shareholders shall be converted into the right to receive the

Share Acquisition Consideration.

<PAGE>

Section 2.03 CONVERSION OF SECURITIES. At the Effective Time, by virtue of

the Share Acquisition and without any action on the part of RBI, HCB or the

holders of any of the following securities:

(a) Each share of HCB Stock issued and outstanding immediately prior to the

Effective Time (excluding any Dissenting Shares, as defined in Section 2.06)

shall be converted into the right to receive the amount in cash set forth below

("SHARE ACQUISITION PRICE"), subject to adjustment as set forth in Section 2.03

(d) below:

(i) $18.61 per share of HCB Stock, if the Effective Time, is on or

prior to June 30, 2004;

(ii) $18.62 per share of HCB Stock, if the Effective Time, is after

June 30, 2004 but on or prior to July 31, 2004; or

(iii) $18.63 per share of HCB Stock, if the Effective Time, is after

July 31, 2004 but on or prior to August 31, 2004.

HCB represents that, as of the date of this Agreement, 1,447,013 shares of HCB

Stock are outstanding. If between the date of this Agreement and the Effective

Time, the outstanding shares of HCB Stock shall have been changed into a

different number of shares or a different class, by reason of any stock

issuance, stock dividend, subdivision, reclassification, recapitalization,

split, combination or exchange of shares, the Share Acquisition Price shall be

correspondingly adjusted to reflect such stock dividend, subdivision,

reclassification, recapitalization, split, combination or exchange of shares. No

adjustment of the Share Acquisition Price shall occur by reason of issuance or

cancellation of any Option Shares under the Option Plan. At the Effective Time,

all such shares of HCB Stock shall be owned by RBI and each certificate

previously evidencing any such shares shall thereafter represent the right to

receive the Share Acquisition Consideration (as defined in Section 2.04(b)). The

holders of such certificates previously evidencing such shares of HCB Stock

outstanding immediately prior to the Effective Time shall cease to have any

rights with respect to such shares of HCB Stock except as otherwise provided

herein or by law.

(b) (i) Each share of HCB Stock held in the treasury of HCB and each share

of HCB Stock owned by the HCB Bancshares, Inc. 1998 Stock Option Plan Trust

immediately prior to the Effective Time shall be canceled and extinguished

without any conversion thereof and no payment shall be made with respect

thereto.

(ii) To the extent participants in the Heartland Community Bank Directors'

Retirement Plan (the "DRP") consent to the termination of the DRP and receive

payment of their entire account balances at the Closing pursuant to Section 3.07

hereof, any shares of HCB Stock held immediately prior to the Effective Time by

the Executive Officers' Grantor Trust or the Non-Employee Directors' Grantor

Trust associated with the DRP and attributable to the account balances of such

participants shall be cancelled and extinguished without any conversion thereof

and no payment shall be made with respect thereto; any shares of HCB Stock held

immediately prior to the Effective Date by the Executive Officers' Grantor Trust

or the Non-Employee Directors' Grantor Trust associated with the

<PAGE>

DRP and attributable to the account balances of such participants who have not

consented to termination of the DRP and elect to receive payment of their

account balances after the Closing shall be converted into the right to receive

the Share Acquisition Price pursuant to Section 2.03(a) hereof.

and each option holder shall be entitled to receive, in lieu of each share of

HCB Common Stock that would otherwise have been issuable upon the exercise

thereof, a cash payment equal to the Share Acquisition Price less the per share

exercise price applicable to such Stock Option. The cash payment to each holder

of the Stock Options shall be paid by HCB to each holder prior to the Closing

and shall be subject to all applicable federal and state tax withholding

obligations. The outstanding Stock Options to be canceled in exchange for

payment pursuant to the immediately preceding sentence shall not be deemed to be

Stock Options issued and outstanding immediately prior to the Effective Time.

(d) In the event that HCB's Equity Capital (as defined below) on the last

day of the calendar month immediately preceding the Closing Date shall be less

than $26,500,000 ("MINIMUM EQUITY"), the aggregate Share Acquisition

Consideration paid pursuant to Sections 2.03(a), 2.03(b) and 2.03(c) will be

reduced by an amount equal to the amount by which the Minimum Equity exceeds

HCB's Equity Capital on the last day of the calendar month immediately preceding

the Closing Date. For purposes of this Agreement, "EQUITY CAPITAL" shall equal

the sum of the capital stock, capital surplus and retained earnings of HCB.

Except as specifically provided herein, Equity Capital shall be determined

pursuant to generally accepted accounting principles ("GAAP"). For purposes of

the definition of Equity Capital, the amount of Equity Capital shall not be

reduced by adjustments (unless in excess of the specified criteria) made for

certain extraordinary items related to this Agreement and the Share Acquisition,

including, but not limited to, adjustments for (i) legal fees, accounting fees,

fees and commissions payable to any broker, finder or investment banking firm in

connection with this Agreement and the transactions contemplated hereby, all

such fees and commissions not to exceed $600,000, (ii) any adjustment to the

equity of HCB by reason of any unrealized loss in available for sale securities;

and (iii) all costs for the acquisition and cancellation of all outstanding

stock options issued by HCB and all payments to employees or former employees of

HCB or the Bank or other costs and expenses to HCB or the Bank related to

benefit plans, bonus plans, change in control agreements and covenants payable

by HCB or the Bank or their successors which are incurred or accelerated, in

whole or in part, by reason of the change in control or otherwise payable under

any employment agreement, employee benefit plan, bonus plan, recognition plan,

non-competition agreement or other plan or agreement adopted and maintained by

HCB or the Bank, as more fully described and estimated on Schedule 2.03(d)

hereof.

Section 2.04 PAYMENT OF CONSIDERATION. (a) Prior to the Closing, RBI shall

deposit, or shall cause to be deposited, with Registrar and Transfer Company

("TRANSFER AGENT"), for the benefit of the holders of shares of HCB Stock, for

payment of the Share Acquisition Consideration in accordance with this Article

II, through the Transfer Agent, cash in an amount equal to the product of (i)

the Share Acquisition Price multiplied by (ii) the number of shares of HCB Stock

outstanding, less any Dissenting Shares ("SHARE ACQUISITION FUND"). HCB shall

pay over to the Transfer Agent the Deposit, as defined in Section 7.04, to be

held and distributed as part of the Share Acquisition and RBI shall receive a

credit for such amount.

<PAGE>

(b) Promptly after the Effective Time, RBI will instruct the Transfer Agent

to mail, within five days after the Effective Time, to each holder of record of

a certificate or certificates which immediately prior to the Effective Time

evidenced outstanding shares of HCB Stock (other than Dissenting Shares)

("CERTIFICATES"), (1) a letter of transmittal (which shall specify that delivery

shall be effected, and risk of loss and title to the Certificates shall pass,

only upon proper delivery of the Certificates to the Transfer Agent and shall be

in such form and have such other provisions as RBI may reasonably specify) and

(2) instructions for use in effecting the surrender of the Certificates in

exchange for payment of the Share Acquisition Consideration, as defined below.

Upon surrender of a Certificate for cancellation to the Transfer Agent together

with such letter of transmittal, duly executed, and such other customary

documents as may be required pursuant to such instructions, the holder of such

Certificate shall be entitled to receive in exchange therefor a sum in cash

equal to the Share Acquisition Price multiplied by then number of shares of HCB

Stock evidenced by the Certificate ("SHARE ACQUISITION CONSIDERATION") and the

Certificate so surrendered shall forthwith be canceled. In the event of a

transfer of ownership of shares of HCB Stock which is not registered in the

transfer records of HCB, the Share Acquisition Consideration may be paid in

accordance with this Article II to a transferee if the Certificate evidencing

such shares of HCB Stock is presented to the Transfer Agent, accompanied by all

documents required to evidence and effect such transfer and by evidence that any

applicable stock transfer taxes have been paid. Until surrendered as

contemplated by this Section 2.03, each Certificate shall be deemed at any time

after the Effective Time to evidence only the right to receive upon such

surrender the Share Acquisition Consideration.

Acquisition Fund as directed by RBI, provided that such investments shall be

solely in (a) marketable obligations of, or obligations guaranteed by, the

United States of America, and/or (b) interests in any open-end or closed-end

management type investment company or investment trust registered under the

Investment Company Act of 1940, the portfolio of which is limited to obligations

of, or obligations guaranteed by, the United States or any agency thereof

("Federal Obligations") and to agreements to repurchase Federal Obligations that

are at least 100% collateralized by Federal Obligations marked to market on a

daily basis. Any interest and other income resulting from such investments shall

promptly be paid to RBI

(d) The Share Acquisition Consideration shall not be paid to any such

holder, until the holder of such Certificate shall surrender such Certificate.

(e) The Share Acquisition Consideration paid for the shares of HCB Stock in

accordance with the terms hereof shall be deemed to have been paid in full

satisfaction of all rights pertaining to such shares of HCB Stock.

(f) Any portion of the Share Acquisition Fund which remains undistributed

to the holders of HCB Stock on the date twelve (12) months following the

Effective Time shall be delivered to RBI, upon demand, and any holders of HCB

Stock who have not theretofore complied with this Article II shall thereafter

look directly to RBI for the Share Acquisition Consideration to which they are

entitled.

<PAGE>

(g) RBI shall not be liable to any holder of shares of HCB Stock for any

cash delivered to a public official pursuant to any applicable abandoned

property, escheat or similar law.

(h) RBI shall be entitled to deduct and withhold from the consideration

otherwise payable pursuant to this Agreement to any holder of shares of HCB

Stock such amounts as HCB is required to deduct and withhold with respect to the

making of such payment under the Internal Revenue Code, or any provision of

state, local or foreign tax law. To the extent that amounts are so withheld by

RBI, such withheld amounts shall be treated for all purposes of this Agreement

as having been paid to the holder of the shares of HCB Stock in respect of which

such deduction and withholding was made by RBI.

Section 2.05 STOCK TRANSFER BOOKS. At the Effective Time, the stock

transfer books of HCB shall be closed and there shall be no further registration

of transfers of shares of HCB Stock thereafter on the records of HCB. On or

after the Effective Time, any certificates presented to the Transfer Agent or

RBI for any reason shall be converted into the Share Acquisition Consideration.

Section 2.06 DISSENTING SHARES. Notwithstanding any other provisions of

this Agreement to the contrary, shares of HCB Stock that are outstanding

immediately prior to the Effective Time and which are held by stockholders who

shall have not voted in favor of the Share Acquisition or consented thereto in

writing and who shall have demanded properly in writing appraisal for such

shares (collectively, the "DISSENTING SHARES") in accordance with Section 1091

of the Oklahoma General Corporation Act (12 O.S. ss.1091) shall not be converted

into or represent the right to receive the Share Acquisition Consideration. Such

stockholders shall be entitled to receive payment of the fair value of such

shares of HCB Stock held by them in accordance with such provisions of such

statute, except that all Dissenting Shares held by stockholders who shall have

failed to perfect or who effectively shall have withdrawn or lost their rights

to judicial determination of the value of the shares of HCB Stock under such

statute shall have been converted into and to have become exchangeable, as of

the Effective Time, for the right to receive, without any interest thereon, the

Share Acquisition Consideration, as if such shares of HCB Stock, upon surrender,

in the manner provided in Section 2.04, of the certificate or certificates that

formerly evidenced such shares of HCB Stock.

Section 2.07 LOST HCB STOCK CERTIFICATES. In the event any Certificate for

HCB Stock shall have been lost, stolen or destroyed, upon receipt of appropriate

evidence as to such loss, theft or destruction and to the ownership of such

Certificate by the person claiming such Certificate to be lost, stolen or

destroyed and the receipt by RBI of appropriate and customary indemnification,

RBI will pay (or direct the Transfer Agent to pay) the Share Acquisition

Consideration for the shares of HCB Stock evidenced by such lost, stolen or

destroyed Certificate, payable in respect thereof as determined in accordance

with this Article II.

Section 2.08 OPTIONS AND RIGHTS. Other than pursuant to the terms of the

Option Plan and the MRP, there are no options or rights granted by HCB to

purchase shares of HCB Stock, which are outstanding and unexercised and there

are no outstanding securities issued by HCB, or any other party, convertible

into HCB Stock.

<PAGE>

ARTICLE III

ACTIONS PENDING SHARE ACQUISITION

Section 3.01 REQUIRED ACTIONS PENDING SHARE ACQUISITION. HCB hereby

covenants and agrees with RBI that prior to the Effective Time, unless the prior

written consent of RBI shall have been obtained, and except as otherwise

contemplated herein, HCB will and will cause each of its subsidiaries to:

(a) use reasonable efforts to preserve intact their business organization

and assets, maintain their rights and franchises, retain the services of their

officers and key employees, except that they shall have the right to lawfully

terminate the employment of any officer or key employee if such termination is

in accordance with HCB's existing employment procedures;

(b) use reasonable efforts to maintain and keep their properties in as good

repair and condition as at present, except for depreciation due to ordinary wear

and tear;

bonds comparable in amount and scope of coverage to that now maintained;

(d) perform in all material respects all obligations required to be

performed by them under all material contracts, leases, and documents relating

to or affecting their assets, properties, and business; and

(e) give RBI notice of all board of directors meetings of HCB and each of

its subsidiaries, provide RBI with all written materials and communications

provided to such directors in connection with such meetings, and allow RBI to

have a non-voting representative at each such meeting, provided, however, such

representative shall be subject to exclusion from any portion of any such

meeting during any discussion or action, and will not be entitled to receive

written materials or other communications, concerning the Share Acquisition or

to the extent that HCB's legal counsel advises the directors that permitting

RBI's presence, or the receipt of written materials or other communications,

would constitute a breach of their fiduciary duties.

Section 3.02 PROHIBITED ACTIONS PENDING SHARE ACQUISITION. Except as

specifically contemplated by this Agreement, from the date hereof until the

earlier of the termination of the Agreement or the Effective Time, HCB shall not

do, and HCB will cause each of its subsidiaries not to do, without the prior

written consent of RBI which consent shall not be unreasonably withheld, any of

the following:

(a) make, declare or pay any dividend on HCB Stock, other than dividends

consistent with historic practices or declare or make any distribution on, or

directly or indirectly combine, redeem, reclassify, purchase or otherwise

acquire, any share of its capital stock (other than in a fiduciary capacity or

in respect of a debt previously contracted in good faith) or authorize the

creation or issuance of or issue or sell or permit any subsidiary to issue or

sell any additional shares of HCB's capital stock or the capital stock of any

subsidiary (except for shares issued pursuant to the exercise

<PAGE>

of the Stock Options and the vesting and distribution of restricted stock awards

made under the MRP), or any options, calls or commitments relating to its

capital stock or the capital stock of any subsidiary, or any securities,

obligations or agreements convertible into or exchangeable for, or giving any

person any right to subscribe for or acquire, shares of its capital stock or the

capital stock of any of its subsidiaries, except that HCB may repurchase shares

from the Executive Officers' Grantor Trust or the Non-Employee Directors'

Grantor Trust, or both, associated with the DRP in the connection with any

payment by the DRP to a DRP participant of all or any portion of his or her DRP

account balance;

(b) hire any additional staff, except for personnel hired at an hourly rate

to fill vacancies or for seasonal part time staff in accordance with past

practices;

contracts with, pay any bonus to, or increase the rate of compensation of, any

of its directors, officers or employees, except in the ordinary course of

business consistent with the past practice or existing agreements or plans;

(d) except as directed by RBI consistent with the terms of this Agreement,

or as otherwise required or permitted under this Agreement, enter into or modify

or permit any subsidiary to enter into or modify (except as may be required by

applicable law and except for the renewal of any existing plan or arrangement in

the ordinary course of business consistent with past practice) any pension,

retirement, stock option, bonus retention, change in control, stock purchase,

savings, profit sharing, deferred compensation, consulting, bonus, group

insurance or other employee benefit, incentive or welfare contract, plan or

arrangement, or any trust agreement related thereto, in respect of any of its

directors, officers or other employees;

(e) except as contemplated by Section 5.01(j), substantially modify the

manner in which it and its subsidiaries have heretofore conducted their

business, taken as a whole, or amend its articles of incorporation or by-laws;

(f) except in the ordinary course of business, acquire any assets or

business or take any other action, that considered as a whole is material to HCB

on a consolidated basis;

(g) acquire any investment securities other than U.S. Treasury Securities,

Arkansas municipal securities, U.S. Agency securities which are traditional

fixed rate debt securities or floating rate mortgage-backed securities;

(h) except in their fiduciary capacities, purchase any shares of HCB Stock;

(i) except as contemplated by Section 5.01(j), change any method of

accounting in effect at June 30, 2003, or change any method of reporting income

or deductions for federal income tax purposes from those employed in the

preparation of the federal income tax returns for the taxable year ending June

30, 2003, except as may be required by law or generally accepted accounting

principles;

<PAGE>

(j) knowingly take any action which would or is reasonably likely to (1)

adversely affect the ability of either of RBI or HCB to obtain any necessary

approvals of governmental authorities required for the transactions contemplated

hereby; (2) adversely affect HCB's ability to perform its covenants and

agreements under this Agreement; or (3) result in any of the conditions to the

Share Acquisition set forth herein not being satisfied;

(k) make any new single loan or series of loans to one borrower or a

related group of borrowers in an aggregate amount greater than $250,000.00,

unless approved by RBI provided that the failure of RBI to respond to any

request for the approval of such a loan within twenty-four (24) hours shall be

deemed to be an approval;

(l) sell or dispose of any real estate or other assets having a value in

excess of $75,000.00, other than properties acquired in foreclosure or otherwise

in the ordinary collection of indebtedness to HCB or its subsidiaries; or

(m) directly or indirectly agree to take any of the foregoing actions.

Section 3.03 CONDUCT OF HCB TO DATE. Except as contemplated by this

Agreement or as disclosed on Schedule 3.03, from and after June 30, 2003 through

the date of this Agreement:

(a) HCB and the Bank have carried on their respective businesses in the

ordinary and usual course consistent with past practices,

(b) neither HCB nor the Bank have issued or sold any capital stock or

issued or sold any corporate debt securities which would be classified as long

term debt on the balance sheet of HCB or the Bank,

practices,

(d) neither HCB nor the Bank have incurred any material obligation or

liability (absolute or contingent), except normal trade or business obligations

or liabilities incurred in the ordinary course of business, or in conjunction

with this Agreement, or mortgaged, pledged, or subjected to lien, claim,

security interest, charge, encumbrance or restriction any of its assets or

properties,

(e) neither HCB nor the Bank have discharged or satisfied any material

lien, mortgage, pledge, claim, security interest, charges, encumbrance, or

restriction or paid any material obligation or liability (absolute or

contingent), other than in the ordinary course of business,

(f) neither HCB nor the Bank have, since June 30, 2003, sold, assigned,

transferred, leased, exchanged, or otherwise disposed of any of its properties

or assets other than for a fair consideration in the ordinary course of

business,

(g) except as disclosed to RBI in the Disclosure Letter, neither HCB nor

the Bank increased the rate of compensation of, or paid any bonus to, any of its

directors, officers, or other employees, except merit or promotion increases, in

accordance with existing policy; entered into any new, or amended or

supplemented any existing, employment, management, consulting, deferred

<PAGE>

compensation, severance, or other similar contract; adopted, entered into,

terminated, amended or modified any employee benefit plan in respect of any of

present or former directors, officers or other employees; or agreed to do any of

the foregoing,

(h) neither HCB nor the Bank has suffered any material damage, destruction,

or loss, whether as the result of flood, fire, explosion, earthquake, accident,

casualty, labor trouble, requisition or taking of property by any government or

any agency of any government, windstorm, embargo, riot, act of God, or other

similar or dissimilar casualty or event or otherwise, whether or not covered by

insurance,

(i) except as disclosed to RBI in the Disclosure Letter, neither HCB nor

the Bank has canceled or compromised any debt owed to it or any of its

subsidiaries, to an extent exceeding $50,000.00 or any claim asserted by HCB or

any of its subsidiaries in any judicial or other official government forum, to

an extent exceeding $50,000.00,

(j) neither HCB nor the Bank has entered into any transaction, contract, or

commitment outside the ordinary course of its business,

(k) neither HCB nor the Bank has entered, or agreed to enter, into any

agreement or arrangement granting any preferential right to purchase any of its

material assets, properties or rights or requiring the consent of any party to

the transfer and assignment of any such material assets, properties or rights,

(l) there has not been any change in the method of accounting or accounting

practices of HCB or any of its subsidiaries, except as required by generally

accepted accounting principles, and

(m) HCB and the Bank have kept all records substantially in accordance with

its record retention policy and has not received any comment, notice or

criticism by any bank regulatory agency which would lead a reasonable person to

believe that such policy is not substantially in compliance with regulatory and

statutory requirements and customary industry standards and have retained such

records for the periods required by its policy.

3.04 NO SOLICITATION. (a) From and after the date of this Agreement until

the Effective Time or termination of this Agreement pursuant to Article VII, HCB

and its subsidiaries will not, nor will they authorize or permit any of their

respective officers, directors, affiliates or employees or any investment

banker, attorney or other advisor or representative retained by any of them to,

directly or indirectly (i) solicit, initiate, encourage or induce the making,

submission or announcement of any Competing Acquisition Proposal (as defined

below), (ii) participate in any discussions or negotiations regarding, or

furnish to any person any non-public information with respect to, or take any

other action to facilitate any inquiring or the making of any proposal that

constitutes or may reasonably be expected to lead to, any Competing Acquisition

Proposal, (iii) engage in discussions with any person with respect to any

Competing Acquisition Proposal or (v) enter into any contract relating to any

Competing Acquisition Transaction (as defined below); provided, however, this

Section 3.04(a) shall not prohibit HCB or its Board of Directors from (A)

furnishing information regarding HCB and its subsidiaries to, entering into a

customary confidentiality agreement with or

<PAGE>

entering into discussions with, any person or group in response to a Superior

Offer submitted by such person or group (and not withdrawn), (B) taking the

actions described in Section 3.05(c) as permitted thereby, (C) recommending a

Superior Offer to HCB's shareholders or (D) terminating this Agreement pursuant

to Section 7.01(h) in order to immediately thereafter enter into a definitive

agreement with respect to such Superior Offer, if in the case of either (A),

(B), (C) or (D), (1) neither HCB nor any representative of HCB and its

Subsidiaries shall have violated any of the restrictions set forth in this

Section 3.04, (2) the Board of Directors of HCB concludes in good faith, after

consultation with its outside legal counsel, that such action is necessary in

order for the Board of Directors of HCB to comply with its fiduciary obligations

to HCB's shareholders under applicable law, (3) within one business day of

furnishing any such nonpublic information to, or entering into discussions or

negotiations with, such person or group, HCB gives RBI written notice of the

identity of such person or group and of HCB's decision to furnish nonpublic

information to, or enter into discussions or negotiations with, such person or

group and HCB receives from such person or group an executed confidentiality

agreement containing customary limitations on the use and disclosure of all

written and oral information furnished to such person or group by or on behalf

of HCB, and (4) contemporaneously with furnishing any such information to such

person or group, HCB furnishes such information to RBI (to the extent such

information has not been previously furnished by HCB to RBI). Nothing in this

Section 3.04(a) shall prevent HCB or its Board of Directors from complying with

Rules 14e-2 and 14d-9 promulgated under the Exchange Act with regard to a

Competing Acquisition Proposal with respect to which no violation of this

Section 3.04 shall have occurred. HCB and its subsidiaries will immediately

cease any and all existing activities, discussions or negotiations with any

parties conducted heretofore with respect to any Competing Acquisition Proposal.

Without limiting the foregoing, it is understood that any violation of the

restrictions set forth in the preceding two sentences by any officer or director

of HCB or any of its subsidiaries or any investment banker, attorney or other

advisor or representative of HCB or any of its subsidiaries shall be deemed to

be a breach of this Section 3.04 by HCB.

For purposes of this Agreement, "Competing Acquisition Proposal" shall mean

any offer or proposal (other than an offer or proposal by RBI) relating to any

Competing Acquisition Transaction. For the purposes of this Agreement,

"Competing Acquisition Transaction" shall mean any transaction or series of

related transactions other than the transactions contemplated by this Agreement

involving: (A) any acquisition or purchase from HCB by any person or "group" (as

defined under Section 13(d) of the Exchange Act and the rules and regulations

thereunder) of more than a 15% interest in the total outstanding voting

securities of HCB or any of its subsidiaries or any tender offer or exchange

offer that if consummated would result in any person or "group" (as defined

under Section 13(d) of the Exchange Act and the rules and regulations

thereunder) beneficially owning 15% or more of the total outstanding voting

securities of HCB or any of its subsidiaries, or any merger, consolidation,

business combination or similar transaction involving HCB pursuant to which the

shareholders of HCB immediately preceding such transaction hold less than 85% of

the equity interests in the surviving or resulting entity of such transaction;

(B) any sale, lease (other than in the ordinary course of business), exchange,

transfer, license (other than in the ordinary course of business), acquisition

or disposition of more than 15% of the assets of HCB; or (C) any liquidation or

dissolution of HCB.

<PAGE>

(b) In addition to the obligations of HCB set forth in paragraph (a) of

Section 3.04, HCB, as promptly as practicable, shall advise RBI orally and in

writing of any request received by HCB for information which HCB reasonably

believes would lead to a Competing Acquisition Proposal or of any Competing

Acquisition Proposal, or any inquiry received by HCB with respect to, or which

HCB reasonably believes would lead to any Competing Acquisition Proposal, the

material terms and conditions of such request, Competing Acquisition Proposal or

inquiry, and the identity of the person or group making any such request,

Competing Acquisition Proposal or inquiry. HCB will keep RBI informed in all

material respects of the status and details (including material amendments or

proposed amendments) of any such request, Competing Acquisition Proposal or

inquiry.

Section 3.05. HCB SHAREHOLDER MEETING. (a) Promptly after the execution of

this Agreement, HCB shall commence to take such actions as may be necessary to

obtain adoption and approval of this Agreement by shareholders of HCB,

including, without limitation, the calling of such meeting to be held on or

before June 25, 2004, and the preparation of preliminary proxy materials for the

special meeting of shareholders of HCB ("PROXY STATEMENT"). RBI will furnish to

HCB any information which HCB may reasonably request in connection with the

preparation and filing with the SEC of such preliminary proxy materials. HCB

shall notify RBI promptly of the receipt of any comments from the SEC or its

staff and of any request by the SEC or its staff for amendments or supplements

to the Proxy Statement or for additional information and shall supply RBI with

copies of all correspondence between HCB or any of its representatives, on the

one hand, and the SEC or its staff, on the other hand, with respect to the Proxy

Statement. Upon completion of preparation by HCB of such preliminary Proxy

Statement, HCB will furnish to RBI copies of such preliminary proxy materials

which HCB proposes to send to its shareholders. HCB shall use its reasonable

efforts to cause the Proxy Statement to be mailed to HCB's shareholders as

promptly as practicable after filing with the SEC, including by responding as

promptly as practicable to any comments of the SEC with respect to the Proxy

Statement.

If at any time after the mailing of proxy solicitation materials and before

the Effective Time (i) any information relating to HCB, RBI or any of their

respective affiliates, officers or directors, should be discovered by HCB or RBI

which should be set forth in an amendment or supplement to the proxy statement,

so that the proxy statement shall not contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or

necessary in order to make the statements therein, in light of the circumstances

under which they are made, not misleading, the party which discovered such

information shall promptly notify the other parties thereto or (ii) any event

shall have occurred as a result of which, in the opinion of counsel for HCB, a

resolicitation of proxies from the shareholders of HCB or the preparation of

amended or supplemented proxy solicitation materials is necessary or advisable,

the parties shall promptly prepare, in accordance with the procedures provided

for above, and distribute to the shareholders of HCB an appropriate amendment or

supplement to the proxy solicitation materials previously distributed.

Notwithstanding the foregoing, prior to filing the proxy statement, or any

amendment or supplement thereto, or prior to responding to any comments of the

SEC with respect thereto, HCB shall provide RBI with a reasonable opportunity to

review and comment on such document or response.

Unless HCB's Board of Directors has withdrawn its recommendation of this

Agreement and the Share Acquisition in compliance with Section 3.05(c), subject

to all applicable federal securities

<PAGE>

laws, HCB shall use commercially reasonable efforts to solicit from its

shareholders proxies in favor of the approval of this Agreement and the Share

Acquisition pursuant to the Proxy Statement and shall take all other action

necessary or advisable to secure the vote or consent of shareholders as required

by the Oklahoma General Corporation Act or applicable NASDAQ requirements to

obtain such approval. Unless HCB's Board of Directors has withdrawn its

recommendation of this Agreement and the Share Acquisition in compliance with

Section 3.05(c), HCB and RBI shall take all other action reasonably necessary or

advisable to promptly and expeditiously secure any vote or consent of

shareholders required by applicable law and such party's Articles of

Incorporation and Bylaws to effect the Share Acquisition. HCB's obligation to

call, give notice of, convene and hold the HCB Shareholders' Meeting in

accordance with this Section 3.05(a) shall not be limited to or otherwise

affected by the commencement, disclosure, announcement or submission to HCB of

any Competing Acquisition Proposal or any changes in the Board of Directors'

recommendation regarding the Share Acquisition.

(b) Subject to subsection (c) of this Section 3.05 and subject to the

exercise by the Board of Directors of HCB of their fiduciary duties: (i) the

Board of Directors of HCB shall recommend that HCB's shareholders vote in favor

of and adopt and approve this Agreement and the Share Acquisition at the HCB

Shareholders' Meeting; (ii) the Proxy Statement shall include a statement to the

effect that the Board of Directors of HCB has recommended that HCB's

shareholders vote in favor of and adopt and approve this Agreement and the Share

Acquisition at the HCB Shareholders' Meeting; and (iii) neither the Board of

Directors of HCB nor any committee thereof shall withdraw, amend or modify, or

propose or resolve to withdraw, amend or modify in a manner adverse to RBI, the

recommendation of the Board of Directors of HCB that HCB's shareholders vote in

favor of and adopt and approve this Agreement and the Share Acquisition.

from, prior to a favorable vote of the Shareholders of HCB, withholding,

withdrawing, amending or modifying its recommendation in favor of adopting and

approving this Agreement and the Share Acquisition or from not including its

recommendation in favor of adopting and approving this Agreement and the Share

Acquisition in the Proxy Statement if (i) a Superior Offer (as defined below) is

made to HCB and not withdrawn, (ii) neither HCB nor any of its representatives

shall have violated any of the restrictions set forth in Section 3.04 and HCB is

not then in breach of this Agreement, (iii) the Board of Directors of HCB

concludes in good faith, after consultation with and receiving advice from its

outside counsel, that, in light of such Superior Offer, the withholding,

withdrawal, amendment or modification of such recommendation is necessary in

order for the Board of Directors of HCB to comply with its fiduciary obligations

to HCB's shareholders under applicable law; and (iv) HCB complies with the

requirements of Section 7.01(h); provided, however, that prior to any

commencement thereof, HCB shall have given RBI at least forty-eight (48) hours

notice thereof and the opportunity to meet wi

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