Exhibit  (4) - 24
 SUPERIOR BANCORP
 TO
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
 TRUSTEE
INDENTURE
 DATED
AS OF DECEMBER 11, 2009
 JUNIOR SUBORDINATED DEBT SECURITIES




---



##### 



TABLE OF CONTENTS
 PageARTICLE IDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSection 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Compliance Certificates and Opinions
    
    
    13Section 1.3
    
    Form of Documents Delivered to Trustee
    
    
    14Section 1.4
    
    Acts of Holders
    
    
    14Section 1.5
    
    Notices, etc., to Trustee and Company
    
    
    16Section 1.6
    
    Notice to Holders; Waiver
    
    
    17Section 1.7
    
    Conflict with Trust Indenture Act
    
    
    18Section 1.8
    
    Effect of Headings and Table of Contents
    
    
    18Section 1.9
    
    Successors and Assigns
    
    
    18Section 1.10
    
    Separability Clause
    
    
    18Section 1.11
    
    Benefits of Indenture
    
    
    18Section 1.12
    
    Governing Law
    
    
    18Section 1.13
    
    Legal Holidays
    
    
    19Section 1.14
    
    Counterparts
    
    
    19Section 1.15
    
    Waiver of Jury Trial
    
    
    19Section 1.16
    
    Force Majeure
    
    
    19ARTICLE IIDEBT SECURITY FORMSSection 2.1
    
    Forms Generally
    
    
    20Section 2.2
    
    Form of Trustees Certificate of Authentication
    
    
    20Section 2.3
    
    Debt Securities in Global Form
    
    
    20ARTICLE IIITHE DEBT SECURITIESSection 3.1
    
    Amount Unlimited; Issuance in Series
    
    
    21Section 3.2
    
    Denominations
    
    
    25Section 3.3
    
    Execution, Authentication, Delivery and Dating
    
    
    25Section 3.4
    
    Temporary Debt Securities
    
    
    28Section 3.5
    
    Registration; Registration of Transfer and Exchange
    
    
    30Section 3.6
    
    Mutilated, Destroyed, Lost and Stolen Debt Securities
    
    
    34Section 3.7
    
    Payment of Interest and Additional Interest; Interest Rights
Preserved
    
    
    35Section 3.8
    
    Persons Deemed Owners
    
    
    37
 i




---



##### 



PageSection 3.9
    
    Cancellation
    
    
    38Section 3.10
    
    Computation of Interest
    
    
    38Section 3.11
    
    Certification by a Person Entitled to Delivery of a Bearer Security
    
    
    38Section 3.12
    
    Judgments
    
    
    38Section 3.13
    
    Deferrals of Interest Payment Dates
    
    
    39Section 3.14
    
    Right of Set-Off
    
    
    40Section 3.15
    
    Agreed Tax Treatment
    
    
    40Section 3.16
    
    CUSIP Numbers
    
    
    41ARTICLE IVSATISFACTION AND DISCHARGESection 4.1
    
    Satisfaction and Discharge of Indenture
    
    
    41Section 4.2
    
    Application of Trust Money and Eligible Instruments
    
    
    42Section 4.3
    
    Satisfaction, Discharge and Defeasance of Debt Securities of any
Series
    
    
    43ARTICLE VREMEDIESSection 5.1
    
    Events of Default
    
    
    46Section 5.2
    
    Acceleration of Maturity; Rescission and Annulment
    
    
    47Section 5.3
    
    Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    48Section 5.4
    
    Trustee May File Proofs of Claim
    
    
    49Section 5.5
    
    Trustee May Enforce Claims without Possession of Debt Securities or
Coupons
    
    
    50Section 5.6
    
    Application of Money Collected
    
    
    50Section 5.7
    
    Limitation on Suits
    
    
    51Section 5.8
    
    Unconditional Right of Holders to Receive Principal, Premium and
Interest and to Exchange Debt Securities for Capital Securities;
Direct Action by Holders of Capital Trust Securities
    
    
    51Section 5.9
    
    Restoration of Rights and Remedies
    
    
    52Section 5.10
    
    Rights and Remedies Cumulative
    
    
    52Section 5.11
    
    Delay or Omission Not Waiver
    
    
    52Section 5.12
    
    Control by Holders of Debt Securities
    
    
    52Section 5.13
    
    Waiver of Past Defaults
    
    
    53Section 5.14
    
    Undertaking for Costs
    
    
    53Section 5.15
    
    Waiver of Stay or Extension Laws
    
    
    54
 ii




---



##### 



PageARTICLE VITHE TRUSTEESection 6.1
    
    Certain Duties and Responsibilities
    
    
    54Section 6.2
    
    Notice of Default
    
    
    55Section 6.3
    
    Certain Rights of Trustee
    
    
    56Section 6.4
    
    Not Responsible for Recitals or Issuance of Debt Securities
    
    
    57Section 6.5
    
    May Hold Debt Securities or Coupons
    
    
    58Section 6.6
    
    Money Held in Trust
    
    
    58Section 6.7
    
    Compensation and Reimbursement
    
    
    58Section 6.8
    
    Disqualification; Conflicting Interests
    
    
    59Section 6.9
    
    Corporate Trustee Required; Eligibility
    
    
    59Section 6.10
    
    Resignation and Removal; Appointment of Successor
    
    
    60Section 6.11
    
    Acceptance of Appointment by Successor
    
    
    61Section 6.12
    
    Merger, Conversion, Consolidation or Succession to Business
    
    
    62Section 6.13
    
    Preferential Collection of Claims Against Company
    
    
    63Section 6.14
    
    Authenticating Agent
    
    
    63ARTICLE VIIHOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANYSection 7.1
    
    Company to Furnish Trustee Names and Addresses of Holders
    
    
    64Section 7.2
    
    Preservation of Information; Communications to Holders
    
    
    65Section 7.3
    
    Reports by Trustee
    
    
    65Section 7.4
    
    Reports by Company
    
    
    65ARTICLE VIIICONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASESection 8.1
    
    Company May Consolidate, etc. only on Certain Terms
    
    
    66Section 8.2
    
    Successor Corporation Substituted
    
    
    66ARTICLE IXSUPPLEMENTAL INDENTURESSection 9.1
    
    Supplemental Indentures without Consent of Holders
    
    
    67Section 9.2
    
    Supplemental Indentures with Consent of Holders
    
    
    68Section 9.3
    
    Execution of Supplemental Indentures
    
    
    70Section 9.4
    
    Effect of Supplemental Indentures
    
    
    70Section 9.5
    
    Conformity with Trust Indenture Act
    
    
    70Section 9.6
    
    Reference in Debt Securities to Supplemental Indentures
    
    
    71
 iii




---



##### 



PageARTICLE XCOVENANTSSection 10.1
    
    Payment of Principal, Premium and Interest
    
    
    71Section 10.2
    
    Maintenance of Office or Agency
    
    
    71Section 10.3
    
    Money for Debt Securities Payments to Be Held in Trust
    
    
    72Section  10.4
    
    Officers Certificate as to Default
    
    
    74Section  10.5
    
    Waiver of Certain Covenants
    
    
    74Section 10.6
    
    Payment of Additional Amounts
    
    
    74Section 10.7
    
    Additional Sums
    
    
    75Section 10.8
    
    Additional Covenants
    
    
    76ARTICLE XIREDEMPTION OF DEBT SECURITIESSection  11.1
    
    Applicability of Article
    
    
    77Section 11.2
    
    Election to Redeem; Notice to Trustee
    
    
    77Section 11.3
    
    Selection by Trustee of Debt Securities to be Redeemed
    
    
    77Section 11.4
    
    Notice of Redemption
    
    
    78Section 11.5
    
    Deposit of Redemption Price
    
    
    79Section 11.6
    
    Debt Securities Payable on Redemption Date
    
    
    79Section 11.7
    
    Debt Securities Redeemed in Part
    
    
    80Section  11.8
    
    Right of Redemption of Debt Securities Initially Issued to an Issuer
Trust
    
    
    80ARTICLE XIISINKING FUNDSSection 12.1
    
    Applicability of Article
    
    
    81Section 12.2
    
    Satisfaction of Sinking Fund Payments with Debt Securities
    
    
    81Section 12.3
    
    Redemption of Debt Securities for Sinking Fund
    
    
    82ARTICLE XIIIREPAYMENT AT THE OPTION OF HOLDERSSection 13.1
    
    Applicability of Article
    
    
    82Section 13.2
    
    Repayment of Debt Securities
    
    
    82Section  13.3
    
    Exercise of Option; Notice
    
    
    82Section 13.4
    
    Election of Repayment by Remarketing Entities
    
    
    84Section 13.5
    
    Securities Payable on the Repayment Date
    
    
    84
 iv




---



##### 



PageARTICLE XIVEXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIESSection 14.1
    
    Applicability of Article
    
    
    84Section 14.2
    
    Exchange of Capital Securities for Debt Securities at Stated Maturity
    
    
    84Section 14.3
    
    Right of Early Exchange of Capital Securities for Debt Securities
    
    
    85Section 14.4
    
    Notices of Exchange
    
    
    86Section 14.5
    
    Rights and Duties of Holders of Debt Securities to be Exchanged for
Capital Securities
    
    
    88Section 14.6
    
    Election to Exchange
    
    
    89Section 14.7
    
    Deposit of Capital Exchange Price
    
    
    89Section 14.8
    
    Debt Securities Due on Capital Exchange Date; Debt Securities
Exchanged in Part
    
    
    90Section 14.9
    
    Form of Capital Security Election Form
    
    
    91Section 14.10
    
    Fractional Capital Securities
    
    
    92Section 14.11
    
    Company to Obtain Governmental and Regulatory Approvals
    
    
    92Section 14.12
    
    Taxes on Exchange
    
    
    92Section 14.13
    
    Covenants as to Capital Securities and Secondary Offering
    
    
    92Section 14.14
    
    Provision in Case of Consolidation, Merger or Transfer of Assets
    
    
    93Section 14.15
    
    Trustee Not Responsible
    
    
    93Section 14.16
    
    Revocation of Obligation to Exchange Capital Securities for Debt
Securities
    
    
    94Section 14.17
    
    Optional Securities Funds
    
    
    94ARTICLE XVSECURITIES FUNDSSection 15.1
    
    Creation of Securities Funds
    
    
    95Section 15.2
    
    Designations of Securities Funds
    
    
    96Section 15.3
    
    Covenant of the Company to Obtain Securities Funds
    
    
    96ARTICLE XVIMEETINGS OF HOLDERS OF DEBT SECURITIESSection 16.1
    
    Purposes for Which Meetings May Be Called
    
    
    97Section 16.2
    
    Call, Notice and Place of Meetings
    
    
    97Section 16.3
    
    Persons Entitled to Vote at Meetings
    
    
    98Section 16.4
    
    Quorum; Action
    
    
    98Section 16.5
    
    Determination of Voting Rights; Conduct and Adjournment of
Meetings
    
    
    99Section 16.6
    
    Counting Votes and Recording Action of Meetings
    
    
    99
 v




---



##### 



PageARTICLE XVIIDEFEASANCESection 17.1
    
    Termination of Companys Obligations
    
    
    100Section 17.2
    
    Repayment to Company
    
    
    101Section 17.3
    
    Indemnity for Eligible Instruments
    
    
    101ARTICLE XVIIISUBORDINATION OF DEBT SECURITIESSection 18.1
    
    Debt Securities Subordinate to Senior Debt
    
    
    102Section 18.2
    
    Trustee and Holders of Debt Securities May Rely on Certificate of
Liquidating Agent; Trustee May Require Further Evidence as to
Ownership of Senior Debt; Trustee Not Fiduciary to Holders of
Senior Debt
    
    
    104Section 18.3
    
    Payment Permitted If No Default
    
    
    105Section 18.4
    
    Trustee Not Charged with Knowledge of Prohibition
    
    
    105Section 18.5
    
    Trustee to Effectuate Subordination
    
    
    105Section 18.6
    
    Rights of Trustee as Holder of Senior Debt
    
    
    105Section 18.7
    
    Article Applicable to Paying Agents
    
    
    106Section 18.8
    
    Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Debt
    
    
    106ARTICLE XIXCONVERSION OF CONVERTIBLE SECURITIESSection 19.1
    
    Applicability of Article
    
    
    106Section 19.2
    
    Right to Convert
    
    
    106Section 19.3
    
    Exercise of Conversion Privilege; Delivery of Common Stock on
Conversion; No Adjustment for Interest or Dividends
    
    
    107Section 19.4
    
    Cash Payments in Lieu of Fractional Shares
    
    
    108Section 19.5
    
    Conversion Price
    
    
    108Section 19.6
    
    Adjustment to Conversion Price
    
    
    109Section 19.7
    
    Effect of Reclassification, Consolidation, Merger or Sale
    
    
    112Section 19.8
    
    Taxes on Shares Issued
    
    
    113Section 19.9
    
    Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock
    
    
    113Section 19.10
    
    Trustee Not Responsible
    
    
    113Section 19.11
    
    Notice to Holders Prior to Certain Actions
    
    
    114Section 19.12
    
    Covenant to Reserve Shares
    
    
    114
 vi




---



##### 



EXHIBIT A- 1
    
    Form of Certificate of
Beneficial Ownership by a
Non-United States Person or by
Certain Other PersonsEXHIBIT A-2
    
    Form of Certificate of
Status as a Foreign Branch of a
United States Financial
InstitutionEXHIBIT B
    
    Form of Certificate to be
Given by Euroclear and Clearstream
S.A. in Connection with the
Exchange of All or a Portion of a
Temporary Global Security or to
Obtain Interest Prior to
Exchange
 vii




---



##### 



Indenture Indenture) Superior Bancorp, Company), The Bank of New York Mellon Trust
Company, Trustee),
 RECITALS OF THE COMPANY
 Debt Securities), Issuer Trust) Capital Trust Securities) Common Trust Securities Trust Securities).
  NOW, THEREFORE, THIS INDENTURE WITNESSETH:
  ARTICLE I
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
 Definitions.
    1




---



##### 



Act
 Additional Interest
 Additional Sums
 Additional Taxes
 Affiliate
 Authorized Agent
 Authorized Newspaper
 Bearer Security
 Board of Directors
 2




---



##### 



Board Resolution
 Business Day,
 Capital Exchange Agent
 Capital Exchange Date,
 Capital Exchange Price,
 Capital Securities
 Capital Security Election Form
 Capital Trust Securities
 Capital Treatment Event
 3




---



##### 



Clearstream
 Closing Price
 Commission
 Common Trust Securities
 Common Stock
 Company
 Company Request Company Order
 4




---



##### 



Conversion Price
 Convertible Securities
 Corporate Trust Office
 corporation
 coupon
 Debt Securities
 Defaulted Interest
 Delaware Trustee
 Depositary
 Designated Currency
 5




---



##### 



Distributions,
 Dollar $
 Eligible Instruments
 Euro
 Euroclear
 European Communities
 Event of Default
 Exchange Rate
 Exchange Rate Agent
 Exchange Rate Officers Certificate,
 Extension Period
 Foreign Currency
 Global Exchange Agent
 Global Exchange Date
 6




---



##### 



Global Security
 Guarantee Agreement
 Holder,
 Indenture
 interest,
 Interest Payment Date,
 Investment Company Event
 Issuer Trust
 Market Value
 Maturity,
 7




---



##### 



Officers Certificate
 Opinion of Counsel
 Optional Securities Fund
 Original Issue Discount Security
 Outstanding,
  provided, however,
  provided, however,
 8




---



##### 



Paying Agent
 Perpetual Preferred Stock
 Person
 Place of Capital Exchange,
 Place of Payment,
 Predecessor Security
 Primary Federal Regulator
 Property Trustee
 9




---



##### 



ranking junior to the Debt Securities,
 ranking on a parity with the Debt Securities,
 Redemption Date,
 Redemption Price,
 Registered Security
 Regular Record Date
 Remarketing Entity,
 Repayment Date,
 Repayment Price,
 Responsible Officer
 10




---



##### 



Rights
 Rights Plan
 Secondary Offering,
 Securities Fund
 Security Register Security Registrar
 Senior Debt
     11




---



##### 



Special Record Date
 Stated Maturity,
 Tax Event
 Trust Agreement
 Trust Indenture Act
 Trustee Trustee Trustee
 Trust Related Securities
 12




---



##### 



Trust Securities
 United States
 United States Alien
 U.S. Government Obligations provided
 Compliance Certificates and Opinions.
    13




---



##### 



Form of Documents Delivered to Trustee.
    Acts of Holders.
  14




---



##### 



Act
       15




---



##### 



Notices, etc., to Trustee and Company.
     16




---



##### 



Section 1.6 Notice to Holders; Waiver.
     17




---



##### 



Conflict with Trust Indenture Act.
  Effect of Headings and Table of Contents.
  Successors and Assigns.
  Separability Clause.
  Benefits of Indenture.
  Governing Law.
  18




---



##### 



Legal Holidays.
  Counterparts.
  Waiver of Jury Trial.
  Force Majeure.
  19




---



##### 



ARTICLE II
 DEBT SECURITY FORMS
 Forms Generally.
  Form of Trustees Certificate of Authentication.
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
not in its individual capacity but solely as TrusteeBy:Authorized Signatory 
 Debt Securities in Global Form.
  20




---



##### 



ARTICLE III
 THE DEBT SECURITIES
 Amount Unlimited; Issuance in Series.
       21




---



##### 



22




---



##### 



Exchange Rate Agent);
 Exchange Rate
  23




---



##### 



24




---



##### 



Denominations.
  Execution, Authentication, Delivery and Dating.
   provided, however,
  25




---



##### 



26




---



##### 



27




---



##### 



Temporary Debt Securities.
   provided, however, provided, further,
  28




---



##### 



Global Exchange
Date), Global Exchange Agent), provided, however, and provided, further,
  29




---



##### 



Registration; Registration of Transfer and Exchange.
 Security Register) Security Registrar
 30




---



##### 



provided, however,
  31




---



##### 



32




---



##### 



provided, however, provided further and provided further
 provided, however, provided further provided further
     33




---



##### 



provided
  Mutilated, Destroyed, Lost and Stolen Debt Securities.
 provided, however,
 provided, however, provided, further,
 34




---



##### 



Payment of Interest and Additional Interest; Interest Rights Preserved.
  Defaulted Interest)
 35




---



##### 



36




---



##### 



Persons Deemed Owners.
   37




---



##### 



Cancellation.
  Computation of Interest.
  Certification by a Person Entitled to Delivery of a Bearer Security.
  Judgments.
 Designated Currency)
 38




---



##### 



Deferrals of Interest Payment Dates.
 Extension Period), provided, however, provided
further, pari passu
 39




---



##### 



pari
passu provided provided, further
 Right of Set-Off.
  Agreed Tax Treatment.
  40




---



##### 



CUSIP Numbers.
 provided
 ARTICLE IV
 SATISFACTION AND DISCHARGE
 Satisfaction and Discharge of Indenture.
     41




---



##### 



provided, however,
    Application of Trust Money and Eligible Instruments.
  42




---



##### 



provided
 Satisfaction, Discharge and Defeasance of Debt Securities of any Series.
    43




---



##### 



provided, however,
  44




---



##### 



provided
  45




---



##### 



ARTICLE V
 REMEDIES
 Events of Default.
 Event of Default,
        
 46




---



##### 



Acceleration of Maturity; Rescission and Annulment.
 provided
       47




---



##### 



provided, however,
   Collection of Indebtedness and Suits for Enforcement by Trustee.
      48




---



##### 



Trustee May File Proofs of Claim.
     49




---



##### 



Trustee Enforce Claims without Possession of Debt Securities or Coupons.
  Application of Money Collected.
     50




---



##### 



Limitation on Suits.
        Unconditional Right of Holders to Receive Principal, Premium and Interest and to
Exchange Debt Securities for Capital Securities; Direct Action by Holders of Capital Trust
Securities.
  51




---



##### 



Restoration of Rights and Remedies.
  Rights and Remedies Cumulative.
  Delay or Omission Not Waiver.
  Control by Holders of Debt Securities.
 provided,
 52




---



##### 



Waiver of Past Defaults.
    provided, however, provided
further,
  Undertaking for Costs.
  53




---



##### 



Waiver of Stay or Extension Laws.
  ARTICLE VI
 THE TRUSTEE
 Certain Duties and Responsibilities.
    54




---



##### 



Notice of Default.
 provided, however, provided further,
 55




---



##### 



default
 Certain Rights of Trustee.
       provided
 56




---



##### 



Not Responsible for Recitals or Issuance of Debt Securities.
  57




---



##### 



May Hold Debt Securities or Coupons.
  Money Held in Trust.
  Compensation and Reimbursement.
      58




---



##### 



Disqualification; Conflicting Interests.
  Corporate Trustee Required; Eligibility.
 provided, however,
 59




---



##### 



Resignation and Removal; Appointment of Successor.
         60




---



##### 



Acceptance of Appointment by Successor.
  61




---



##### 



Merger, Conversion, Consolidation or Succession to Business.
  62




---



##### 



Preferential Collection of Claims Against Company.
  Authenticating Agent.
    63




---



##### 



THE BANK OF NEW YORK MELLON TRUSTCOMPANY, N.A.not in its individual capacity, but solely as TrusteeBy:As Authenticating Agent for the TrusteeBy:Authorized Officer
 
 ARTICLE VII
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
 Company to Furnish Trustee Names and Addresses of Holders.
   64




---



##### 



provided, however,
 Preservation of Information; Communications to Holders.
    Reports by Trustee.
   Reports by Company.
  65




---



##### 



provided
 ARTICLE VIII
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
 Company May Consolidate, etc. only on Certain Terms.
     Successor Corporation Substituted.
  66




---



##### 



ARTICLE IX
 SUPPLEMENTAL INDENTURES
 Supplemental Indentures without Consent of Holders.
      provided
 67




---



##### 



Supplemental Indentures with Consent of Holders.
 provided, however,
  68




---



##### 



provided, however,
    provided, further, and provided, further,
 69




---



##### 



Execution of Supplemental Indentures.
  Effect of Supplemental Indentures.
  Conformity with Trust Indenture Act.
  70




---



##### 



Reference in Debt Securities to Supplemental Indentures.
  ARTICLE X
 COVENANTS
 Payment of Principal, Premium and Interest.
  Maintenance of Office or Agency.
 provided, however,
 71




---



##### 



provided, however,
 provided, however,
 Money for Debt Securities Payments to Be Held in Trust.
  72




---



##### 



73




---



##### 



provided,
however,
 Officers Certificate as to Default.
  Waiver of Certain Covenants.
  Payment of Additional Amounts.
  74




---



##### 



Additional Sums
 provided, however, Additional Sums).
 75




---



##### 



provided,
however,
 Additional Covenants
 pari passu pari passu
 provided
 76




---



##### 



ARTICLE XI
 REDEMPTION OF DEBT SECURITIES
 Applicability of Article.
  Election to Redeem; Notice to Trustee.
 provided
 Selection by Trustee of Debt Securities to be Redeemed.
  77




---



##### 



Notice of Redemption.
 provided
         78




---



##### 



Deposit of Redemption Price.
 provided, however,
 Debt Securities Payable on Redemption Date.
 provided, however, provided further,
 79




---



##### 



provided, however,
  Debt Securities Redeemed in Part.
  Right of Redemption of Debt Securities Initially Issued to an Issuer Trust.
   80




---



##### 



ARTICLE XII
 SINKING FUNDS
 Applicability of Article.
   Satisfaction of Sinking Fund Payments with Debt Securities.
 provided provided, however,
 81




---



##### 



Redemption of Debt Securities for Sinking Fund.
  ARTICLE XIII
 REPAYMENT AT THE OPTION OF HOLDERS
 Applicability of Article.
  Repayment of Debt Securities.
  Exercise of Option; Notice.
 provided, however,
 82




---



##### 



provided, however,
  provided,
however,
  83




---



##### 



Election of Repayment by Remarketing Entities.
  Securities Payable on the Repayment Date.
  ARTICLE XIV
 EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES
 Applicability of Article.
  Exchange of Capital Securities for Debt Securities at Stated Maturity.
   84




---



##### 



Right of Early Exchange of Capital Securities for Debt Securities.
    85




---



##### 



Notices of Exchange.
         86




---



##### 



87




---



##### 



Rights and Duties of Holders of Debt Securities to be Exchanged for Capital
Securities.
     88




---



##### 



Election to Exchange.
  Deposit of Capital Exchange Price.
 provided, however,
 89




---



##### 



Debt Securities Due on Capital Exchange Date; Debt Securities Exchanged in Part.
 provided, however, provided further,
 provided, however,
 provided, however,
  90




---



##### 



provided, however,
 Form of Capital Security Election Form.
  CAPITAL SECURITY ELECTION FORM
 To:
    
    [Insert Names and Address of
Capital Exchange Agents]
 
 
 91




---



##### 



Fractional Capital Securities.
  Company to Obtain Governmental and Regulatory Approvals.
 provided, however,
 Taxes on Exchange.
  Covenants as to Capital Securities and Secondary Offering.
    92




---



##### 



provided, however,
 Provision in Case of Consolidation, Merger or Transfer of Assets.
  Trustee Not Responsible.
  93




---



##### 



Revocation of Obligation to Exchange Capital Securities for Debt Securities.
 provided, however,
    Optional Securities Funds.
 Optional Securities
Funds"}
 94




---



##### 



provided, however, provided
   ARTICLE XV
 SECURITIES FUNDS
 Creation of Securities Funds
 Securities Funds
 
 95




---



##### 



Designations of Securities Funds.
 provided
 Covenant of the Company to Obtain Securities Funds.
 provided, however,
 96




---



##### 



ARTICLE XVI
 MEETINGS OF HOLDERS OF DEBT SECURITIES
 Purposes for Which Meetings May Be Called.
  Call, Notice and Place of Meetings.
   97




---



##### 



Persons Entitled to Vote at Meetings.
  Quorum; Action.
  provided however,
  98




---



##### 



Determination of Voting Rights; Conduct and Adjournment of Meetings.
   provided, however,
  Counting Votes and Recording Action of Meetings.
  99




---



##### 



ARTICLE XVII
 DEFEASANCE
 Termination of Companys Obligations.
 provided, however,
  100




---



##### 



Repayment to Company.
   Indemnity for Eligible Instruments.
  101




---



##### 



ARTICLE XVIII
 SUBORDINATION OF DEBT SECURITIES
 Debt Securities Subordinate to Senior Debt.
 pari passu
       102




---



##### 



103




---



##### 



Trustee and Holders of Debt Securities Rely on Certificate of Liquidating
Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary
to Holders of Senior Debt.
  104




---



##### 



Payment Permitted If Default.
  Trustee Not Charged with Knowledge of Prohibition.
  Trustee to Effectuate Subordination.
  Rights of Trustee as Holder of Senior Debt.
 provided
 105




---



##### 



provided further
 Article Applicable to Paying Agents.
 provided, however,
 Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders
of Senior Debt.
  ARTICLE XIX
 CONVERSION OF CONVERTIBLE SECURITIES
 Applicability of Article.
  Right to Convert.
  106




---



##### 



Exercise of Conversion Privilege; Delivery of Common Stock on Conversion; No
Adjustment for Interest or Dividends.
    107




---



##### 



provided however,
 provided, however, provided, however,
 Cash Payments in Lieu of Fractional Shares.
  Conversion Price.
  108




---



##### 



Adjustment to Conversion Price.
     109




---



##### 



(Rights) provided
 110




---



##### 



(NASDAQ),
 provided, however, provided, however,
   
 111




---



##### 



provided, however,
 Effect of Reclassification, Consolidation, Merger or Sale.
   112




---



##### 



Taxes on Shares Issued.
  Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of
Common Stock.
    Trustee Not Responsible.
  113




---



##### 



Notice to Holders Prior to Certain Actions.
       Covenant to Reserve Shares.
  114




---



##### 



WHEREOF,
 SUPERIOR BANCORPBy:
    
    /s/ James A. WhiteName:
    
    James A. WhiteTitle:
    
    Chief Financial OfficerTHE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A., as TrusteeBy:
Name:
    
    /s/ Charles S. Northen IV

Charles S. Northen IVTitle:
    
    Authorized Signatory
 115




---



##### 



EXHIBIT
A-1
 [FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP BY A
NON-UNITED STATES PERSON OR BY CERTAIN OTHER PERSONS]
 CERTIFICATE SUPERIOR BANCORP
 [INSERT TITLE OR SUFFICIENT DESCRIPTION OF DEBT SECURITIES TO BE
DELIVERED]




---



##### 








---



##### 



EXHIBIT A-2
 [FORM OF CERTIFICATE OF STATUS AS A
FOREIGN BRANCH OF A UNITED STATES FINANCIAL INSTITUTION]
 CERTIFICATE
 SUPERIOR BANCORP
 [INSERT TITLE OR SUFFICIENT DESCRIPTION OF DEBT SECURITIES TO BE
DELIVERED]




---



##### 



EXHIBIT B
 [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM
IN CONNECTION WITH THE EXCHANGE OF ALL OR A PORTION OF A
TEMPORARY GLOBAL SECURITY OR TO
OBTAIN INTEREST PRIOR TO EXCHANGE]
 CERTIFICATE
 SUPERIOR BANCORP
 [INSERT TITLE OR SUFFICIENT DESCRIPTION OF DEBT SECURITIES TO BE
DELIVERED]




---



##### 



SUPERIOR BANCORP
  INDENTURETRUST INDENTURE ACT SECTION
    
    SECTIONss. 310
    
    (a)(1)
    
    
    6.9(a)(2)
    
    
    6.9(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(a)(5)
    
    
    6.9(b)
    
    
    6.8, 6.10(c)
    
    Not Applicabless. 311
    
    (a)
    
    
    6.13(b)
    
    
    6.13ss. 312
    
    (a)
    
    
    7.1, 7.2(a)(b)
    
    
    7.2(b)(c)
    
    
    7.2(c)ss. 313
    
    (a)
    
    
    7.3(a)(b)
    
    
    7.3(a)(c)
    
    
    7.3(a)(d)
    
    
    7.3(b)ss. 314
    
    (a)
    
    
    7.4, 10.4(b)
    
    Not Applicable(c)(1)
    
    
    1.2(c)(2)
    
    
    1.2(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    
    1.2ss. 315
    
    (a)
    
    
    6.1(b)
    
    
    6.2(c)
    
    
    6.1(d)
    
    
    6.1(e)
    
    
    5.14ss. 316
    
    (a)
    
    
    1.1(a)(1)(A)
    
    
    1.4(h), 5.2, 5.2(a)(1)(B)
    
    
    1.4(h), 5.13(a)(2)
    
    Not Applicable(b)
    
    
    5.8(c)
    
    
    1.4(h)ss. 317
    
    (a)(l)
    
    
    5.3(a)(2)
    
    
    5.4(b)
    
    
    10.3ss. 318
    
    (a)
    
    
    1.7(c)
    
    
    1.7