UNITED
STATES OF AMERICA

    Before
the

    OFFICE
OF THRIFT SUPERVISION

    


    
      
        	 
      	 
      	 
      
	 
      	
                )

              	 
      
	
                In
      the Matter of

              	
                )

              	
                Order
      No.:     SE-10-048

              
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	
                SUPERIOR
      BANCORP

              	
                )

              	
                Effective
      Date:     November 2, 2010

              
	 
      	
                )

              	 
      
	
                Birmingham,
      Alabama

              	
                )

              	 
      
	
                OTS
      Docket No. H4235

              	
                )

              	 
      
	
                  

              	
                )

              	 
      


      

    

    


    STIPULATION AND CONSENT TO
ISSUANCE OF ORDER TO CEASE AND DESIST

    


    WHEREAS, the Office of Thrift
Supervision (OTS), acting by and through its Regional Director for the Southeast
Region (Regional Director), and based upon information derived from the exercise
of its regulatory and supervisory responsibilities, has informed Superior
Bancorp, Birmingham, Alabama, OTS Docket No. H4235 (Holding Company), that the
OTS is of the opinion that grounds exist to initiate an administrative
proceeding against the Holding Company pursuant to 12 U.S.C. §
1818(b);

     

    WHEREAS, the Regional
Director, pursuant to delegated authority, is authorized to issue Orders to
Cease and Desist where a savings and loan holding company has consented to the
issuance of an order; and

     

    WHEREAS, the Holding Company
desires to cooperate with the OTS to avoid the time and expense of such
administrative cease and desist proceeding by entering into this Stipulation and
Consent to the Issuance of Order to Cease and Desist (Stipulation) and, without
admitting or denying that such grounds exist, but only admitting the statements
and conclusions in Paragraphs 1 through 3 below concerning Jurisdiction, hereby
stipulates and agrees to the following terms:

    


    Superior
Bancorp

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 1
of 6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Jurisdiction.

     

    1.           The
Holding Company is a “savings and loan holding company” within the meaning of 12
U.S.C. § 1813(w)(3) and 12 U.S.C. § 1467a.  Accordingly, the Holding
Company is a “depository institution holding company” as that term is defined in
12 U.S.C. § 1813(w)(1).

     

    2.           Pursuant
to 12 U.S.C. § 1818(b)(9), the “appropriate Federal banking agency” may initiate
cease and desist proceedings against a savings and loan holding company in the
same manner and to the same extent as a savings association for regulatory
violations and unsafe or unsound acts or practices.

     

    3.           Pursuant
to 12 U.S.C. § 1813(q), the Director of the OTS is the “appropriate Federal
banking agency” with jurisdiction to maintain an administrative enforcement
proceeding against a savings and loan holding company.  Therefore, the
Holding Company is subject to the authority of the OTS to initiate and maintain
an administrative cease and desist proceeding against it pursuant to 12 U.S.C. §
1818(b).

     

    OTS Findings of
Fact.

     

    4.           Based
on its review of Thrift Financial Reports and other financial data provided to
OTS by the Holding Company, and the findings of the OTS’s April 26, 2010
examination (2010 Examination) of the Holding Company’s wholly owned subsidiary
Superior Bank, Tampa, Florida, OTS No. 18010 (Association), the OTS finds that
the Holding Company has engaged in unsafe or unsound banking practices,
including:

     

    (a)           operating
with insufficient liquidity to meet debt obligations;

     

    (b)           operating
the Association with an inadequate level of capital protection for the volume,
type and quality of assets held by the Association;

     

    Superior
Bancorp

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 2 of
6 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           operating
the Association with inadequate earnings to augment capital and support
reserves;

     

    (d)           operating
the Association with an excessive level of adversely classified loans and
assets; and

     

    (e)           operating
the Association with an excessive concentration of commercial real estate and
construction loans.

     

    Consent.

     

    5.           The
Holding Company consents to the issuance by the OTS of the accompanying Order to
Cease and Desist (Order).  The Holding Company further agrees to
comply with the terms of the Order upon the Effective Date of the Order and
stipulates that the Order complies with all requirements of law.

     

    Finality.

     

    6.           The
Order is issued by the OTS under 12 U.S.C. § 1818(b).  Upon the
Effective Date, the Order shall be a final order, effective, and fully
enforceable by the OTS under the provisions of 12 U.S.C. § 1818(i).

     

    Waivers.

     

    7.           The
Holding Company waives the following:

     

    (a)           the
right to be served with a written notice of the OTS’s charges against it as
provided by 12 U.S.C. § 1818(b) and 12 C.F.R. Part 509;

     

    (b)           the
right to an administrative hearing of the OTS’s charges as provided by 12 U.S.C.
§ 1818(b) and 12 C.F.R. Part 509;

     

    (c)           the
right to seek judicial review of the Order, including, without limitation, any
such right provided by 12 U.S.C. § 1818(h), or otherwise to challenge the
validity of the Order; and

     

    Superior
Bancorp

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 3 of
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           any
and all claims against the OTS, including its employees and agents, and any
other governmental entity for the award of fees, costs, or expenses related to
this OTS enforcement matter and/or the Order, whether arising under common law,
federal statutes, or otherwise.

     

    OTS Authority Not Affected.


     

    8.           Nothing
in this Stipulation or accompanying Order shall inhibit, estop, bar, or
otherwise prevent the OTS from taking any other action affecting the Holding
Company if, at any time, the OTS deems it appropriate to do so to fulfill the
responsibilities placed upon the OTS by law.

     

    Other Governmental Actions
Not Affected.

     

    9.           The
Holding Company acknowledges and agrees that its consent to the issuance of the
Order is solely for the purpose of resolving the matters addressed herein,
consistent with Paragraph 8 above, and does not otherwise release, discharge,
compromise, settle, dismiss, resolve, or in any way affect any actions, charges
against, or liability of the Holding Company that arise pursuant to this action
or otherwise, and that may be or have been brought by any governmental entity
other than the OTS.

     

    Miscellaneous.

     

    10.           The
laws of the United States of America shall govern the construction and validity
of this Stipulation and of the Order.

     

    11.           If
any provision of this Stipulation and/or the Order is ruled to be invalid,
illegal, or unenforceable by the decision of any Court of competent
jurisdiction, the validity, legality, and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby, unless
the Regional Director in his or her sole discretion determines
otherwise.

     

    Superior
Bancorp

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 4 of
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.           All
references to the OTS in this Stipulation and the Order shall also mean any of
the OTS’s predecessors, successors, and assigns.

     

    13.           The
section and paragraph headings in this Stipulation and the Order are for
convenience only and shall not affect the interpretation of this Stipulation or
the Order.

     

    14.           The
terms of this Stipulation and of the Order represent the final agreement of the
parties with respect to the subject matters thereof, and constitute the sole
agreement of the parties with respect to such subject matters.

     

    15.           The
Stipulation and Order shall remain in effect until terminated, modified, or
suspended in writing by the OTS, acting through its Regional Director or other
authorized representative.

     

    Signature of Directors/Board
Resolution.

     

    16.           Each
Director signing this Stipulation attests that he or she voted in favor of a
Board Resolution authorizing the consent of the Holding Company to the issuance
of the Order and the execution of the Stipulation.  This Stipulation
may be executed in counterparts by the directors after approval of execution of
the Stipulation at a duly called board meeting.

     

    [Remainder
of Page Intentionally Left Blank]


    


    Superior
Bancorp

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 5 of
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREFORE, the Holding
Company, by its directors, executes this Stipulation.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	 	
                                                  Accepted
      by:

                                                	 
	 
      	 	 
      	 
	
                                                  SUPERIOR
      BANCORP

                                                	 	
                                                  OFFICE
      OF THRIFT SUPERVISION

                                                	 
	
                                                  Birmingham,
      Alabama

                                                	 	 
      	 
	 
      	 	 
      	 
	
                                                  By: 

                                                	
                                                  /s/ C. Stanley Bailey

                                                	 	
                                                  By: 

                                                	
                                                  /s/ James G. Price

                                                	 
	 
      	
                                                  C.
      Stanley Bailey

                                                	 	 
      	
                                                  James
      G. Price

                                                	 
	 
      	
                                                  Chairman

                                                	 	 
      	
                                                  Regional
      Director, Southeast Region

                                                	 
	 
      	 
      	 	 
      	 
	 
      	 
      	 	
                                                  Date:
      See Effective Date on page 1

                                                	 
	 
      	 
      	 	 
      	 
	 
      	
                                                  /s/  C. Marvin
    Scott

                                                	 	
                                                  /s/ Peter L. Lowe

                                                	 
	 
      	
                                                  C.
      Marvin Scott, Director

                                                	 	
                                                  Peter
      L. Lowe, Director

                                                	 
	 
      	 
      	 	 
      	 
	 
      	
                                                  /s/ Rick D. Gardner

                                                	 	
                                                  /s/ John C. Metz

                                                	 
	 
      	
                                                  Rick
      D. Gardner, Director

                                                	 	
                                                  John
      C. Metz, Director

                                                	 
	 
      	 
      	 	 
      	 
	 
      	
                                                  /s/ Roger D. Barker

                                                	 	
                                                    
      

                                                	 
	 
      	
                                                  Roger
      D. Barker, Director

                                                	 	
                                                  D.
      Dewey Mitchell, Director

                                                	 
	 
      	 
      	 	 
      	 
	 
      	
                                                  /s/ Thomas E. Dobbs, Jr.

                                                	 	
                                                  /s/ Robert R. Parrish, Jr.

                                                	 
	 
      	
                                                  Thomas
      E. Dobbs, Jr., Director

                                                	 	
                                                  Robert
      R. Parrish, Jr., Director

                                                	 
	 
      	 
      	 	 
      	 
	 
      	
                                                  /s/ Thomas E. Jernigan, Jr.

                                                	 	
                                                  /s/ Charles W. Roberts, III

                                                	 
	 
      	
                                                  Thomas
      E. Jernigan, Jr., Director

                                                	 	
                                                  Charles
      W. Roberts, III, Director

                                                	 
	 
      	 
      	 	 
      	 
	 
      	
                                                  /s/ James Mailon Kent, Jr.

                                                	 	
                                                  /s/ James C. White

                                                	 
	 
      	
                                                  James
      Mailon Kent, Jr., Director

                                                	 	
                                                  James
      C. White, Director

                                                	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Superior
Bancorp

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 6 of
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