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UNITED STATES DISTRICT COURTEASTERN DISTRICT OF ARKANSAS

WESTERN DIVISION

TERESA BAUMAN, on behalf of herself )and all others similarly situated, )

Plaintiff, )

v. )

SUPERIOR FINANCIAL CORP., )C. STANLEY BAILEY, RICK D . GARDNER, )C. MARVIN SCOTT, HOWARD McMAHON )JOHN M. STEIN, BEN F . SCROGGIN,BRIAN A. GAHR, JOHN E. STEURI, )DAVID H. STUBBLEFIELD, ERNST & )YOUNG, LLP, and JOHNNY McCALEB, )

Defendants. )

7u . , .C)

EpSTf~4N u151 F .1C 1 fui : AN SA S

APR 2 3 3

,fANiES 1N . M R ,; GK, C ;LER

By: uti; ; [:L~FZK

Civ. Action No . 4-01-CV-00756 G H

CLASS ACTION

STIPULATION AND AGREEMENT OF COMPROMISE,SETTLEMENT, AND RELEASE

Plaintiffs, Teresa Bauman, Yuichi Kashima and Catherine Melms (collectively, the "Lead

Plaintiffs"), by and through their attorneys, and Superior Financial Corp., C. Stanley Bailey, Rick

D. Gardner, C . Marvin Scott, Howard B. McMahon, John M . Stein, Ben F . Scroggin, Brian A .

Gahr, John E . Steuri, and David E . Stubblefield (collectively, the "Settling Defendants"), by an d

through their attorneys, have entered into the following Stipulation and Agreement o f

Compromise, Settlement, and Release (the "Stipulation"), subject to the approval of the Court .

WHEREAS :

A. There is pending in the United States District Court for the Eastern District of

Arkansas, Western Division (the "Court"), a class action entitled Teresa Bauman, et al. v.

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Superior Financial Corp., et at., Civ. Action No. 4-01-CV-00756 GH (the "Action" )

B. The Action was commenced on November 2, 2001, with the filing by Plaintiff ,

Teresa Bauman ("Bauman"), of a complaint against Superior Financial Corp . ("Superior" or the

"Company"), C . Stanley Bailey ("Bailey"), Rick D . Gardner ("Gardner"), and Ernst & Youn g

LLP ("Ernst & Young" ) alleging violations of the 1934 Securities Exchange Act .

C . On January 4, 2002, Plaintiff, Yuichi Kashima ("Kashima"), filed a complain t

containing the same allegations against Superior, Bailey, Gardner, C . Marvin Scott ("Scott") an d

Ernst & Young alleging violations of the 1934 Securities Exchange Act, which action was

consolidated with this Action .

D. On January 7, 2002, Bauman, Kashima and Catherine Melms (collectively, th e

"Lead Plaintiffs") filed a Motion asking this Court to appoint them as Lead Plaintiffs to represent

all members of the class in this litigation. On February 28, 2002, the Court approved the Motion

for Appointment of Lead Plaintiffs .

E. On July 11, 2002, the Lead Plaintiffs caused to be filed a Second Consolidated

Class Action Complaint (the "Second Consolidated Complaint") asserting violations of federa l

securities laws and alleging that certain persons who purchased or otherwise acquired Superior' s

securities between January 20, 2000 and February 4, 2002 paid artificially inflated prices . In

addition to Superior, the Complaint named as defendants Bailey, Gardner, Scott, Howard B .

McMahon ("McMahon"), John M . Stein ("Stein"), Ben F . Scroggin ("Scroggin"), Brian A . Gahr

("Gahr"), John E . Steuri ("Steuri"), David E . Stubblefield ("Stubblefield"), Ernst & Young and

Johnny McCaleb ("McCaleb") (collectively, the "Defendants") .

F. Lead Plaintiffs were, at relevant times during the Class Period as hereinafte r

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defined, shareholders of Superior .

G. Superior is the holding company of Superior Bank (formerly Superior Federa l

Bank, F .S .B .) (the "Bank") . Superior's stock is publicly traded on the NASDAQ Nationa l

Market under the symbol "SUFI ." Superior was, at all relevant times through April 1, 2002, a

Delaware corporation with its principal place of business in Arkansas .

H . Bailey is chairman of Superior's board of directors and its Chief Executiv e

Officer. During the class period, Gardner was Superior ' s Chief Financial Officer and serves as a

director of the Bank . Scott is Superior's Chief Operating Officer and President and also serves a s

a director of the Bank. McMahon, Stein, Scroggin and Gahr were, at times relevant to the

Action, members of Superior's Board of Directors and also were members of the Board's Audi t

Committee . Steuri and Stubblefield were, at times relevant to the Action, members of Superior' s

Board of Directors and also were members of the Board's Special Investigative Committee .

Collectively, Bailey, Gardner, Scott, McMahon, Stein, Scroggin, Gahr, Steuri and Stubblefield

are referred to herein as the "Individual Superior Defendants . "

Ernst & Young was, at all times relevant to the Action, Superior 's outside firm of

independent auditors . McCaleb was the Ernst & Young partner in charge of the Superior audits .

Lead Plaintiffs strenuously maintain that the claims asserted in the Action ar e

meritorious and well-grounded in both fact and law .

K. Each Defendant has vigorously denied the material allegations made by Lea d

Plaintiffs in the Second Consolidated Complaint, all previous complaints, and any subsequent

consolidated complaint contemplated and required by the terms hereof Each Defendan t

continues to deny having committed or having attempted to commit any violation of law or

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breach of duty, including breach of any duty to Superior stockholders, or otherwise having acte d

in any improper manner .

L . Lead Plaintiffs and their counsel have considered : (i) the facts developed durin g

plaintiffs substantial and thorough investigation of this matter ; (ii) the attendant risks o f

litigation and the uncertainty of the outcome of the Action ; (iii) the expense and time necessary

to prosecute this action; (iv) the likelihood of recovery from the Defendants ; (v) the risk posed t o

recovery by motion practice by the Defendants, trial, post-trial motions, and the appeal process ;

(vi) the likelihood of securing a more favorable settlement in the future ; (vii) the substantial

benefits that the Class would receive from the settlement contemplated by this Agreement ; and

(viii) the conclusion of Lead Plaintiffs and their counsel that, under the circumstances, the term s

and conditions of the settlement are fair, reasonable, and adequate, and that it is in the best

interests of Lead Plaintiffs and the members of the Class (as defined below) to settle the Action

as set forth below .

M. The Settling Defendants, without conceding the validity of any of the claims in th e

Complaint, and, in fact, strictly denying the same, nevertheless believe it is desirable that the

action be settled to avoid further expense and that the litigation should be disposed of without th e

necessity of protracted proceedings in both the federal and appellate courts . The Settling

Defendants have accordingly agreed to the settlement on the terms set forth below . The

settlement is not, however, in any event to be construed as, deemed to be, or used as evidence o f

an admission or concession on the part of the Defendants of any liability whatsoever.

N. In light of all these considerations, Lead Plaintiffs, through their counsel, engage d

in arm 's-length negotiations with counsel for Defendants in an attempt to achieve the certainty o f

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0 •a positive outcome of the Action and have determined that it is in the best interests of the Clas s

(as defined below) to settle the Action on the terms set forth in this Stipulation .

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED , by and among the

parties hereto, in accordance with the benefits to the Class (as defined below), subject to th e

approval of the Court, pursuant to FRCP Rule 23(e), that any and all claims, demands, rights ,

actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters an d

issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute,

suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured,

that have been, could have been, or in the future can or might be asserted in the Action or in any

court, tribunal or proceeding (including, but not limited to, any claims arising under federal or

state law relating to alleged fraud, breach of any duty, negligence, violations of the federa l

securities laws, or otherwise) by or on behalf of any member of the Class (as defined below) ,

whether individual, class, derivative, representative, legal, equitable or any other type or in an y

other capacity against the Defendants, and any of their families, parent entities, affiliates ,

subsidiaries, predecessors, successors or assigns, and each and all of their respective past o r

present officers, directors, associates, stockholders, members, controlling persons ,

representatives, employees, attorneys, counselors, financial or investment advisors, insurers ,

consultants, accountants, investment bankers, commercial bankers, advisors or agents, heirs ,

executors, trustees, general or limited partners or partnerships, personal representatives, estates o r

administrators of any of the foregoing (collectively, the "Releasees"), relating to the allegations ,

facts, events, transactions, acts, occurrences, statements, representations, misrepresentations ,

omissions or any other matter, thing or cause whatsoever, or any series thereof, embraced ,

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•involved, set forth in, arising from, connected with, or otherwise related to the complaints filed i n

the Action, and any public filings or statements (including but not limited to public statements )

by any of the Releasees in connection with the foregoing (collectively, the "Settled Claims") ar e

released and forever discharged by Lead Plaintiffs on behalf of themselves and the Class ;

provided, however, that the claims to be released shall not include the right of any members o f

the proposed Class (as defined below) or any of the Defendants to enforce the terms of the

Stipulation. Defendants release any and all claims, whether present or future, that they hav e

against Plaintiff or his counsel in connection with this litigation .

For purposes of settlement only, the Action shall be maintained as a class actio n

pursuant to FRCP Rules 23(a) and 23(b)(3), on behalf of a class consisting of all purchasers of

Superior common stock during the period from January 20, 2000, through and including April 1 ,

2002 (the "Class Period"), including any and all of their respective agents, successors in interest ,

representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and

remote, and any person or entity acting for or on behalf of, or claiming under any of them, an d

each of them, and excluding the Defendants, members of their immediate families, any

subsidiary or affiliate of Superior, the directors and officers of Superior or its subsidiaries an d

affiliates, or any entity in which any excluded person has a controlling interest , and the legal

representatives , heirs, successors and assigns of any excluded person or entity (the "Class") . As

soon as practicable after the Stipulation has been executed, the Lead Plaintiffs shall amend thei r

Second Consolidated Complaint to allege a Class and Class Period in conformance with thi s

Paragraph 1 .

2. "Opt-outs" are those potential class members who choose to opt-out of the Clas s

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and do not participate in this settlement . Opt-outs have no rights under this or any relate d

agreement and are not bound by the terms thereof.

3 . As soon as practicable after the Stipulation has been executed, the parties shal l

apply jointly for entry of a scheduling order in the form attached hereto as Exhibit A (the

"Scheduling Order") establishing the procedure for: (a) approval of notice to the Class, including

the opportunity for Opt-outs ; and (b) the Court's consideration of the Stipulation, class

certification and Lead Plaintiffs' application for attorneys' fees and expenses . The parties shal l

include as part of the Scheduling Order a form of notice substantially in the form attached hereto

as Exhibit B (the "Notice" )

4. If the Stipulation (including any modification made with the written consent of th e

parties) shall be approved by the Court following a hearing (the "Settlement Hearing") as fair ,

reasonable, and adequate and in the best interests of the Class, the parties shall jointly request th e

Court to enter a Stipulated Order of Dismissal and Final Judgment in the form attached hereto a s

Exhibit "C" (the "Final Judgment") .

5. "Execution Date" of the settlement shall mean the date the Stipulation is execute d

by the last party so executing the same .

6. Within 14 days of the Execution Date of this settlement, the Settling Defendant s

will cause to be established , with an FDIC-insured depositary institution to be agreed upon by the

parties , an escrow account and in that escrow account deposit the sum of $375,000, said amount

being the parties' best estimate of the total potential gross settlement obligation of Defendants i n

accordance with the terms set forth herein (the "Common Fund") . The escrow account shal l

have an escrow agent agreed upon by the parties, who shall receive written instructions for fund s

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to be disbursed from the Common Fund as follows :

Upon the presentation of a written invoice from the Claims Administrator

for services provided in connection with administration of the Common Fund , includin g

expenses relating to providing notice to Class members, processing proofs of claim an d

determining appropriate distributions to Class members of Recognized Claims (as defined in th e

Notice of Pendency of Class Action , Settlement and Hearing Thereon), the escrow agent shal l

disburse such amount to the Claims Administrator provided the escrow agent is satisfied suc h

amount is properly due and payable .

b. After Final Judgment , upon presentation of a signed Order of the Court

awarding plaintiffs' class counsel, the law firm of Cauley, Geller, Bowman & Coates, LLP, fee s

and/or expenses in a specified amount not to exceed 20% of $375,000, or $75,000, the escro w

agent will disburse the awarded amount to plaintiffs' counsel .

Following the Final Judgment and award of attorneys' fees to counsel fo r

the Lead Plaintiffs, and upon presentation by a class member of a signed and notarized Clai m

Form to a claims administrator appointed by the Settling Defendants, and confirmation by th e

claims administrator to the escrow agent that the information on said Claim Form is correct, and

the Class member is entitled to a recovery, the escrow agent will disburse to such person an

amount calculated pursuant to paragraph 7 hereof.

d. The Settling Defendants represent, and Lead Plaintiffs acknowledge, tha t

the Settling Defendants directors ' and officers ' liability insurance carrier (the "D&O Carrier")

has agreed to participate in this settlement and that such participation is an essential term upo n

which Superior's and the Individual Superior Defendants' financial obligations hereunde r

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•depend. The Settling Defendants further represent, and Lead Plaintiffs acknowledge, that an y

settlement payments made hereunder, even though such payments may be made by the D& O

Carrier, are made in settlement of the Settled Claims on behalf of each and all of the Settlin g

Defendants .

7. In accordance with the procedures set forth in paragraph 6 hereof, each clas s

members' actual distribution shall be based upon a gross settlement amount allocated to th e

Common Fund as set forth below, and in accordance with 15 U .S .C. § 78u-4(e), said amount

constituting a full and complete satisfaction of any claims for benefits by the Class :

(a) Except as provided in subparagraph (b) hereof, the award of damages to .a

Claimant shall be limited to the difference between the purchase or sale price paid or received, ;as

appropriate, by the Claimant for the subject security and the mean trading price of that security ;

during the 90-day period beginning on April 1, 2002, and ending on June 30, 2002, which meaih

trading price has been determined to be $18 .72 per share .

(b) If a Claimant sold or repurchased Superior stock after April 1, 2002, bu t

prior to June 30, 2002, the Claimant's damages shall be limited to the difference between the

purchase or sale price paid or received, as appropriate, by the Claimant for Superior stock and th e

mean trading price of the security during the period beginning April 1, 2002 and ending on the :

date on which the Claimant sold or repurchased the stock.

(c) For purposes of this paragraph, the "mean trading price" of Superior stock

shall be the average of the daily trading price of the stock, determined as of the close of th e

market each day during the periods referred to in subparagraphs (a) and (b) .

8. At a date one year after the first disbursement of funds from the Common Fun d

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0 •under paragraph 6, or after all Recognized Claims have been paid, whichever is earlier, the

escrow agent will disburse any and all remaining monies in the escrow account, in excess of such

funds as the escrow agents determines are reasonably necessary to make any disbursements fo r

which it has received instructions under subparagraphs 6(a) and 6(b) but for which some or all o f

the disbursement or disbursements contemplated by those instructions have not yet occurred, t o

the Settling Defendants, or their duly authorized representative(s) or agent(s) .

9 . The administration of the Common Fund shall be the responsibility of Superior

and the Escrow Agent . All fees and expenses incurred by the Escrow Agent in connection with

the escrow account shall be borne by the Settling Defendants . All interest accrued or othe r

earnings by the funds in the escrow account shall remain in the escrow account and shall inure t o

the benefit of the Settling Defendants' remainder interest in the escrow account as provided for i n

Paragraph 8 .

10. Defendants shall not bear any responsibility for, and shall be under no obligatio n

to make, any payment to any Class member, plaintiff, or Class member's or plaintiffs' counse l

for any reason whatsoever other than as provided for in Paragraphs 6 and 7 . All attorneys' fees)

and expenses of plaintiffs' class counsel shall be paid from the Common Fund .

11 . Neither plaintiffs nor plaintiffs' counsel shall bear any responsibility for

Defendants' attorneys fees or costs .

12 . The obligations of the parties to consummate the settlement in accordance wit h

the terms of this Stipulation are subject to and conditioned upon the approval of the Stipulatio n

by the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure and entry of the Fina l

Judgment. The obligations to consummate the settlement shall attach upon approval by th e

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Court, provided, however, that in the event appeal is taken from said Final Judgment, then th e

parties' obligations to consummate the settlement, and the Settling Defendants' obligation t o

establish the Common Fund, shall not attach unless and until any such appeal has been finall y

rejected by the highest court enabled to hear such appeal or by the final court to which any appeal

is taken .

13 . If the Court does not approve the settlement and/or enter the Final Judgment as i

contemplated herein or if the settlement is disapproved on appeal, the parties agree to use their

best efforts to amend their agreement so as to allow for the approval of a mutually agreeabl e

settlement and the entry of a mutually agreeable Order of Dismissal and Final Judgment .

14 . If, at any time, a number of potential members of the Class opt-out of thi s

settlement such that more than 10% of the Superior shares owned by members of the Class are

held as a group by the Opt-outs, the Settling Defendants may, at their sole discretion and option ,

terminate and avoid any and all obligations imposed under this agreement . If the Settling

Defendants terminate their obligations in this manner , they shall notify counsel for Lead

Plaintiffs in writing, and all plaintiffs will also be released from any and all obligations impose d

under this agreement .

15 . The Claims Administrator shall be responsible for payment of any and all tax

liability incurred as a result of any funds received as a result of this settlement, which liability

shall be paid from the Common Fund .

16. Following execution of this Stipulation , Superior shall issue a press releas e

regarding the resolution of the litigation, as it deems appropriate . All parties to this Stipulation

agree that none of them will assert in any forum that the litigation was brought or defended i n

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bad faith or without a reasonable basis, under Federal Rules of Civil Procedure 11 or otherwise .

No press release or other public statement to that effect shall be made by any party hereto or an y

party's counsel, except as may be agreed to by the parties hereto . Other than is necessary to

effect the terms of this settlement and provide Notice to the Class hereunder, Lead Plaintiffs arl d

their counsel represent and agree that they have kept and will keep the fact, amount and terms Hof

the Stipulation completely confidential, and that they will not hereafter voluntarily disclose any

information concerning the fact, amount or terms of the Stipulation or any information

concerning the circumstances or allegations giving rise to the Settled Claims . By way of

illustration, Lead Plaintiffs and their attorneys shall not disclose the fact, amount or terms of thle

Stipulation or any information concerning the circumstances or allegations giving rise to th e

Settled Claims to anyone, including, but not limited to, any representative of any print, radio oh

television medium ; to any past, present or prospective employee or customer of, or applicant Or

employment with, Superior, to any counsel for any current or former employee or customer o f

Superior, or to a member of the public at large .

17 . The parties agree that the Court shall retain jurisdiction over the case for purpose s

of enforcing the terms of this Stipulation . The parties further agree that relief for breach of this ;

Stipulation may be sought only in this Court .

18. All counsel and any other person executing this Stipulation and any of th e

Exhibits or any related settlement documents warrant and represent that they have the ful l

authority to do so .

19. The undersigned agree to use their best efforts to obtain all approvals necessar y

and to do all things necessary to effectuate the settlement contemplated herein .

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,. ® •20. This Stipulation shall be binding and inure to the benefit of the parties and theiit

respective heirs, executors, administrators, successors, and assigns, and any corporation or othe r

entity with which any party may merge or consolidate .

21 . The parties to the Action will present the Stipulation to the Court for hearing and

approval as soon as practicable following appropriate notice to the class members . The Settling

Defendants shall assume the administrative responsibility of providing the Notice in accordanc e

with the Scheduling Order . All costs and expenses incurred in providing such Notice to th e

members of the Class shall be paid from the Common Fund . Neither Lead Plaintiffs nor thei r

Counsel shall have no responsibility for any such costs regardless of whether or not the

settlement is consummated . At or before the Settlement Hearing, counsel for the Settling

Defendants shall file with the Court an appropriate affidavit with respect to the preparation and

mailing of the Notice .

22 . Pending final determination of whether the settlement provided for herein should

be approved, Lead Plaintiffs and all members of the Class, or any of them, are barred an d

enjoined from commencing, prosecuting, instigating, or in any way participating in the

commencement or prosecution of any action asserting any Settled Claims, either directly,

representatively, derivatively, or in any other capacity, against any Releasees .

23 . Except as expressly provided herein, the Action shall be stayed pending

submission of the proposed settlement to the Court for its consideration. Lead Plaintiffs' counse l

agree that all Defendants' time to answer or otherwise respond to the Petition or discover y

requests that have been filed to date, or that are contemplated to be filed in the Action i s

extended without date . Counsel shall enter into such documentation as shall be required to

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effectuate the foregoing agreements .

24 . The Stipulation shall be null and void and of no force and effect if the settlement

does not obtain final court approval for any reason or if the Final Judgment is not entered for any

reason . In any such event, the Stipulation shall not be deemed to prejudice in any way th e

respective positions of the parties with respect to the Action, and neither the existence of th e

Stipulation nor its contents shall be admissible in evidence or shall be referred to for any purpose

in the Action or in any other litigation or proceeding .

25 . The Stipulation and all settlement negotiations, statements and proceedings in

connection therewith shall not in any event be construed or deemed to be evidence of a

presumption, concession or admission by the Lead Plaintiffs, any Defendant, any member of the

Class, or any other person of any liability or wrongdoing by them, or any of them, and shall not ;:

be offered or received in evidence in any action or proceeding (except an action to enforce th e

Stipulation and settlement contemplated thereby), or be used in any way as an admission ,

concession or evidence of any liability or wrongdoing of any nature, and shall not be construed'

as, or deemed to be evidence of, an admission or concession that Lead Plaintiffs, any member 6 f

the Class, or any present or former shareholder of Superior, or any other person, has or has not

suffered any damage .

26. The Settling Defendants are entering into the Stipulation solely because th e

proposed settlement will eliminate the burden, risk and expense of further litigation .

27. The Stipulation constitutes the entire agreement among the parties with respect t o

its subject matter and may only be amended or any of its provisions waived by a writing execute d

by all parties to the Stipulation.

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• •28. Any failure by any party to insist upon the strict performance by any other party o f

any of the provisions of the Stipulation shall not be deemed a waiver of any of the provisions ,

and such party, notwithstanding such failure, shall have the right thereafter to insist upon the

strict performance of any and all of the provisions of the Stipulation to be performed by suc h

other party .

29. The Stipulation may be executed in two or more counterparts , all of which shall .

be considered one and the same agreement and shall become effective when such counterparts

have been signed by each of the parties and delivered to the other parties .

30 . The Stipulation shall be construed and enforced in accordance with the laws of th e

State of Arkansas, without regard to conflicts of law provisions . Any action or proceeding to

enforce or challenge the provisions of the Stipulation shall be filed exclusively in the Court .

31 . The parties and their attorneys agree to cooperate fully with one another in

seeking Court approval of the Stipulation and the sett lement , and to use their best efforts to

effect, as promptly as practicable, the consummation of the Stipulation and the settlement and the

dismissal of the Action with prejudice and with each party to bear his or its costs, except as

provided for herein .

32 . If any claims which are or would be subject to the release and dismissal

contemplated by the Stipulation are asse rted against any person in any court prior to the Fina l

Judgment, Lead Plaintiffs shall join in any motion to dismiss or stay such proceedings and shal l

otherwise use their best efforts to effect a withdrawal or dismissal of the claims .

33 . Each of the attorneys executing the Stipulation on behalf of one or more parties

warrants and represents that he or she has been duly authorized and empowered to execute th e

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I' ! 0Stipulation on behalf of each such party .

34. To the extent that the terms of this Stipulation differ from the terms of the Notic e

as approved by the Court and sent to Class Members, the terms of the Notice shall prevail in al l

and any aspects .

Dated : April 23, 2003

9ene Cauley, Esq .uley, Geller, Bowman & Coates,

11001 Executive Center DriveP .O. Box 2543 8Little Rock, Arkansas 7221 1

Bill D. Reynolds, Esq.Nolan, Caddell & Reynolds, P .A.122 N 11th StreetFort Smith, AR 7290 1

William M. Hudson, Esq .Oats & HudsonGordon Square100 East Vermillion Street, Suite 400Lafayette, LA 7050 1

Counsel for Plaintiff and the Clas s

Thomas J. o ord, Esq.Ben H. Harris, III, Esq .Miller, Hamilton, Snider & Odom, LLCP.O . Box 46Mobile, Alabama 3660 1

Donald Henry, Esq .

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• aMitchell, Williams, Selig, Gates & Woodyard425 W. Capitol Ave .Little Rock, AR 7220 1

Counsel for Superior Financial Corp., C. Stanley

Bailey, Rick D. Gardner, C. Marvin Scott, John M .Stein , Ben F. Scroggin , Brian A. Gahr, John E .

Steuri, Howard B. McMahon and David E . Stubblefiel d

CERTIFICATE OF SERVIC E

1 hereby certify that I have on this the ay of A, 2003, served the foregoinginstrument on the following by placing a true and correct c. of same in the United States Mail,postage prepaid and properly addressed to :

Kevin S . Crass, Esq .Friday, Eldredge & Clark, LLP2000 Regions Center400 West Capitol AveneLittle Rock, Arkansas 72201

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UNITED STATE DISTRICT COURTEASTERN DISTRICT OF ARKANSAS

Exhibits Attachedto Original

Document inCourts's Case File