Exhibit (10)-21**CHANGE IN CONTROL AGREEMENT**     **CHANGE IN CONTROL AGREEMENT**(the “Agreement”), dated this 10th day of March**,**2008 amongSuperior Bancorp, a Delaware corporation (the “Parent”), Superior Bank**,**a federal savings bank, andWilliam Caughran (the “Executive”).     WHEREAS, the Parent’s subsidiary, Superior Bank, employs the Executive in an executiveposition, and in consideration of such employment the Parent, Superior Bank and the Executive wishto provide for certain benefits and payments to the Executive in the event such employment isterminated following a Change in Control (as defined herein); and     WHEREAS, this Agreement shall supersede and replace any prior change in control agreemententered into between the parties hereto;     NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theParent, Superior Bank and the Executive agree as follows:     1. Employment Status. Superior Bank has employed the Executive as an employee-at-will.Unless and until a Change in Control shall have occurred, nothing in this Agreement shall modify,amend or vary the terms or status of such employment or constitute any independent obligation ofSuperior Bank to employ, or continue to employ, the Executive.     2. Change In Control. For purposes of this Agreement, a “Change in Control” is herebydefined to be:     (a) a merger, consolidation or other corporate reorganization of the Parent in whichthe Parent does not survive, or, if it survives, the shareholders of the Parent before suchtransaction do not own more than 50% of, respectively: (i) the Common Stock of the survivingentity, and (ii) the combined voting power of any other outstanding securities entitled tovote on the election of directors of the surviving entity;     (b) the acquisition, other than from the Parent, by any individual, entity or group(within the meaning of Section l3(d)(3) or l4(d)(2) of the Securities Exchange Act of 1934,as amended from time to time (the “Exchange Act”) or any successor provision) of beneficialownership of 25% or more of either: (i) the then outstanding shares of Common Stock of theParent, or (ii) the combined voting power of the then outstanding voting securities of theParent entitled to vote generally in the election of directors; provided, however, thatneither of the following shall constitute a Change in Control:     (A) any acquisition by the Parent, any of its subsidiaries, or any employeebenefit plan (or related trust) of the Parent or its subsidiaries, or     (B) any acquisition by any corporation, entity, or group, if, following
1

 
such acquisition, more than 50% of the then outstanding voting rights of suchcorporation, entity or group are owned, directly or indirectly, by all orsubstantially all of the persons who were the owners of the Common Stock of theParent immediately prior to such acquisition;     (c) individuals who, as of the effective date of this Agreement, constitute the Boardof Directors of the Parent (the “Incumbent Parent Board”) cease for any reason to constituteat least a majority of such Board of Directors (the “Parent Board”), provided that anyindividual becoming a director subsequent to such date, whose election, or nomination forelection by the Parent’s shareholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Parent Board, shall be considered as though suchindividual were a member of the Incumbent Parent Board, but excluding, for this purpose, anyindividual whose initial assumption of office is in connection with an actual or threatenedelection contest relating to the election of the directors of the Parent (as such terms areused in Rule 14a-l 1 of Regulation l4A promulgated under the Exchange Act or any successorprovision); or     (d) approval by the shareholders of the Parent of:     (i) a complete liquidation or dissolution of the Parent, or     (ii) the sale or other disposition of all or substantially all the assetsof the Parent, other than to a corporation, with respect to which immediatelyfollowing such sale or other disposition more than 50%*,*respectively, of thethen outstanding shares of common stock of such corporation, and the combinedvoting power of the then outstanding voting securities of such corporationentitled to vote generally in the election of directors, is then beneficiallyowned, directly or indirectly, by all or substantially all of the individualsand entities who were the beneficial owners, respectively, of the outstandingCommon Stock of the Parent, and the outstanding voting securities of the Parentimmediately prior to such sale or other disposition, in substantially the sameproportions as their ownership, immediately prior to such sale or disposition,of the outstanding Common Stock of the Parent and outstanding securities of theParent, as the case may be.     3. Termination Following Change in Control. Superior Bank or the Parent will provideor cause to be provided to the Executive the rights and benefits provided in Section 4 hereof inthe event that the Executive’s employment is terminated at any time within eighteen (18) monthsfollowing a Change in Control under the circumstances stated in (a) or (b) below:     (a) by Superior Bank or the Parent for reasons other than for Cause (as is definedbelow) or other than as a consequence of the Executive’s death or disability (as definedbelow); or     (b) by the Executive following the occurrence of any of the following
2

 
events:(i) a material diminution in the Executive’s basecompensation;(ii) a material diminution in the Executive’s authority, duties orresponsibilities;(iii) a material change in the geographic location at which the Executivemust perform services; or(iv) any other action or inaction that constitutes a material breach by theParent or the Bank of this Agreement.Provided, however, that the Executive must provide written notice to theParent or Superior Bank, as the case may be, of the occurrence of suchevent, within thirty (30) days after the initial occurrence of such event.The Parent and/or Superior Bank, as the case may be, shall have thirty (30)days following the receipt of such written notice to remedy the condition.If the event shall not have been remedied within such thirty-day period, theExecutive’s employment shall terminate on the 31st day following the receiptof such written notice and Executive shall be entitled to the rights andbenefits set forth in Section 4 of this Agreement.          (c) The termination of the Executive’s employment shall be for “Cause” if it is aresult of:     (i) any act (including any omission or failure to act) that constitutes, onthe part of the Executive, fraud, dishonesty, gross negligence, willfulmisconduct, incompetence, breach of fiduciary duty involving direct or indirectgain to or personal enrichment of the Executive, intentional failure to performstated duties or to follow lawful direction of the Superior Bank Board or theParent Board or the corporate officer to whom he reports, willful violation ofany law, rule or regulation (other than traffic violations or similar offenses)or final cease-and-desist order, or material breach of any employment agreementwith the Parent or any of its subsidiaries, or     (ii) the conviction (from which no appeal may be or is timely taken) of theExecutive of (A) a felony, or (B) a misdemeanor involving fraud or dishonesty, or     (iii) the suspension or removal of the Executive by federal or state bankingregulatory authorities acting under lawful authority pursuant to provisions offederal or state law or regulation which may be in effect from time to time,
3

 
provided, however, that in the case of clauses (c)(i) and (c)(ii)(B) above, suchconduct shall not constitute Cause unless (I) there shall have been delivered to theExecutive a written notice setting forth with specificity the reasons that the Parent Boardbelieves the Executive’s conduct constitutes the criteria set forth in clause (c)(i) or(c)(ii)(B), as the case may be, (II) the Executive shall have been provided the opportunityto be heard in person by the Superior Bank Board (with the assistance of the Executive’scounsel if the Executive so desires), and (III) after such hearing, the termination isevidenced by a resolution adopted in good faith by a majority of the members of the SuperiorBank Board (other than the Executive, should he be a member of that Board).          (d) For purposes of this Agreement only, the Executive shall be deemed to be “disabled” if formedical (including psychological) reasons the Executive has been unable to fully perform his dutiesand services hereunder for one hundred and twenty (120) consecutive days, or an aggregate of onehundred and eighty (180) days in any period of twelve (12) consecutive months.     4. Rights and Benefits Upon Termination upon Change in Control. In the event of thetermination of the Executive’s employment within eighteen (18) months following a Change in Controlas provided in Section 3(a) or Section 3(b) hereof, (“Termination”), Superior Bank and the Parentagree to provide or cause to be provided to the Executive the following rights and benefits:     (a) Salary and Other Payments at Termination. The Executive shall be entitledto receive payment in cash in the amount of one and one-half (1.5) times the Executive’sEarnings (as defined in this Section 4(a)) in effect at the time of Termination. Paymentshall be made in a lump sum to the Executive within 30 days of Termination, subject toapplicable withholding requirements. For purposes of this Agreement, “Earnings” shall meanthe sum of (i) the Executive’s annual base salary as approved by the Parent Board, theSuperior Bank Board or any committee or designee of either immediately preceding the Changein Control or at the time of Termination, whichever is higher, plus (ii) if established, anytarget bonus the Executive would have been entitled to receive for the calendar year inwhich the Change in Control occurs or the year in which the Termination occurs, whichever ishigher, as if the performance targets had been achieved.     (b) Lapse of Restrictions on Benefits. Except to the extent expresslyprohibited by any applicable law or regulation or the terms of any applicable benefit plans,any and all restrictions, vesting schedules or schedule of exercise provided in anyagreement with the Executive shall immediately lapse, and the Executive shall be entitledimmediately to receive all benefits and exercise all rights previously granted himthereunder.     (c) [Intentionally Omitted]     (d) Target Bonus. Notwithstanding any provision of any plan or
4

 
arrangement, any target bonus established and earned for a year prior to the year ofthe Termination with respect to a Change in Control which has not been paid, shall be paidwithin 30 days of the Termination, and a target bonus for the year of the Termination withrespect to a Change in Control shall be paid in an amount equal to 1/12th of the targetbonus for the prior year times each full month in the current year prior to the month of theExecutive’s Termination. Payments made under this paragraph will be subject to applicablewithholding requirements.     (e) Insurance and Other Special Benefits. For eighteen (18) months followingthe Executive’s Termination, the Executive shall continue to be covered by the lifeinsurance, medical insurance, dental insurance and accident and disability insurance plansof Superior Bank and the Parent and its other subsidiaries or any successor plan or programin effect at or after Termination for employees in the same class or category as was theExecutive prior to his Termination. In the event, the Executive is ineligible to continue tobe so covered under the terms of any such benefit program, or, in the event the Executive iseligible but the benefits applicable to the Executive under any such plan or program afterTermination (the “Post-Termination Benefits”) are not substantially equivalent to thebenefits applicable to the Executive immediately prior to Termination, then, Superior Bank,the Parent, or its other subsidiaries or their successors, as the case may be, shall for aperiod of eighteen (18) months following his Termination date, pay, provide or cause to beprovided, such additional benefits as may be necessary to make the Post-Termination Benefitsapplicable to the Executive substantially equivalent to those in effect immediately prior toTermination, through other sources or successor plans or programs; provided however,that if during such period the Executive should enter into the employ of another company orfirm which provides substantially similar benefit coverage, the Executive’s participation inthe comparable benefit provided hereunder shall cease. Nothing contained in this paragraphshall be deemed to require or permit termination or restriction of any the Executive’scoverage under any plan or program of Superior Bank, the Parent or any of its othersubsidiaries or any successor plan or program, to which the Executive is entitled under theterms of such plan or program.     Notwithstanding anything contained in this Agreement, the Executive understands thatcertain Post-Termination Benefits may be taxable. The Executive agrees that neitherSuperior Bank nor the Parent will be liable to Executive for any tax assessed to Executivein connection with the Post-Termination Benefits. Superior Bank and the Parent willcooperate with Executive to minimize or eliminate the tax effects to the Executive, providedthat Superior Bank and the Parent shall not be required to take any action that wouldsignificantly increase the cost to Superior Bank or the Parent of providing such benefits.The welfare benefits that are not non-taxable medical benefits, “disability pay” or “deathbenefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall beprovided and administered in a manner that complies with regulations promulgated underSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”).     (f) Other Benefit Plans. The specific arrangements referred to in this Section4
5

 
are not intended to exclude the Executive’s participation in other benefit plans inwhich the Executive currently participates or which are or may become available to theExecutive, or to preclude other compensation or benefits as may be authorized by theSuperior Bank Board or the Parent Board from time to time.     (g) No Duty to Mitigate. The Executive’s entitlement to benefits hereundershall not be governed by any duty to mitigate his damages by seeking further employment noroffset by any compensation that he may receive from future employment except as set forth inthe proviso in Section 4(e) hereof.     (h) Payment Obligation Absolute. Superior Bank’s or the Parent’s obligation topay or cause to be paid to the Executive the benefits and to make the arrangements asprovided in this Section 4 shall be absolute and unconditional and shall not be affected byany circumstances, including, without limitation, any offset, counterclaim, recoupment,defense or other right, which Superior Bank or the Parent or any of its other subsidiariesmay have against him or anyone else. All amounts payable under this Section 4 shall, unlessspecifically stated to the contrary herein, be paid without notice or demand. Each and everypayment made under this Section 4 by or on behalf of Superior Bank or the Parent shall befinal, and neither Superior Bank, the Parent nor any of its subsidiaries shall, for anyreason whatsoever, seek to recover all or any part of such payment from the Executive orfrom whoever shall be entitled thereto.     (i) If the Executive should die prior to the time all payments which would otherwisehave been payable to Executive hereunder are made, such payments shall be made toExecutive’s estate at the time such payments otherwise would have been payable to Executivehereunder.     (j) If the Executive is terminated for Cause as defined in Section 3(c) hereof, neitherSuperior Bank nor the Parent nor any of its subsidiaries shall have any obligation toprovide or cause to be provided to the Executive the rights and benefits described in thisSection 4.     (k) Maximum Amount of Benefits and Payments. Notwithstanding anything statedabove, if the benefits and payments granted to Executive after a Change in Control exceedthe limits provided in the then applicable provisions of the Code so as to impose taxpenalties on such benefits and payments, the amount of such benefits and payments shall bereduced to the highest amount allowed to avoid such penalties.     *5. *Federal Rules and Regulations. This Agreement is subject to all the laws, rules andregulations governing federal savings banks. To the extent that any provision of this Agreement isinconsistent with applicable federal laws, rules or regulations, such laws, rules or regulationsshall control. In such case, such provision of the Agreement shall be invalid, but only to theextent necessary for this Agreement to comply with applicable federal laws, rules and regulations.To the extent that any provision of any other Section of this Agreement is inconsistent with anyprovision of this Section *5,*such provision of this Section 5 shall govern.
6

 
     6. Waiver. No waiver of any obligation of any party hereto under this Agreement shallbe effective unless in a writing specifying such waiver and executed by the other party. No waiverof any right or remedy of any party hereto under this Agreement shall be effective unless in awriting specifying such waiver and executed by such party. A waiver by any party hereto of any ofits rights or remedies under this Agreement on any occasion shall not be a bar to the exercise ofthe same right or remedy on any subsequent occasion or of any other right or remedy at any time.     7. Binding Effect: Benefits. This Agreement shall inure to the benefit of, and shallbe binding upon, the parties hereto and their respective successors, permitted assigns, heirs andlegal representatives, including, without limitation, any corporation with which the Bank or theParent may merge or consolidate; provided, however, that this Agreement, because it relates topersonal services, cannot be assigned by the Executive.     8. Attorneys’ Fees and Costs. If any action at law or in equity is necessary toenforce or interpret the terms of this Agreement, the prevailing party shall be entitled toreasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief towhich he or it may be entitled.     9. Notices. Any notice or other written communication, with respect to the employmentof the Executive by the Parent, or any matter related to the rights or obligations of any partyunder this Agreement, and to be given to a party hereto, shall be given to such party at theaddress for such party provided herein, or such other address as such party shall hereafterprovide, in writing, to the other party.       To the Executive: 17 North 20th Street    Birmingham, AL 35203       To the Parent: 17 North 20th Street    Birmingham, AL 35203    Attention: Chief Executive OfficerAll such notices or communications shall be given by being personally delivered, placed in theUnited States mail, postage prepaid, certified or registered mail, or by being sent by prepaid airfreight, overnight delivery, which is guaranteed and acknowledgement of receipt of which isrequired, to the party to which such notice or communication is to be given at the address for suchparty specified above. Each such notice shall be deemed to be effective upon receipt, if personallydelivered, one business day after being so sent by air freight, or five business days after beingso mailed. For purposes of this Agreement, a business day shall mean a day other than a Saturday,Sunday or federal or Alabama state holiday.     10. Integration and Amendments. This Agreement constitutes the entire agreement andunderstanding between the parties hereto with respect to the subject matter hereof and supersedesany prior agreement or understanding, whether written or oral, relating to such
7

 
subject matter. No modification or amendment to this Agreement shall be effective or binding unlessin writing, specifying such modification or amendment, executed by all of the parties hereto.Notwithstanding the foregoing, in the event that the provisions of this Agreement should beamended, modified, or terminated in order to ensure compliance with Section 409A of the Code or toavoid the application of any penalties that may be imposed upon the Executive pursuant to Section409A of the Code, the parties hereby agree that they will use their best efforts and will negotiatein good faith to cause this Agreement to be so amended, modified or terminated (and may do soretroactively) and to the extent reasonably possible, such amendment, modification or terminationshall not have a material adverse economic effect on the Executive, the Parent or Superior Bank.     11. Headings. The headings contained in this Agreement are for reference purposes onlyand shall not affect the construction or interpretation of this Agreement.     12. Severability. Should any section, provision, or portion of this Agreement bedeclared invalid or unenforceable in any jurisdiction, then such section, provision or portionshall be deemed to be (a) severable from this Agreement as to such jurisdiction (but not elsewhere)and shall not affect the remainder hereof, and (b) amended to the extent, and only to the extent,necessary to permit such section, provision or portion, as the case may be, to be valid andenforceable in such jurisdiction (but not elsewhere).     13. Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall, when executed, be deemed to be an original, but all of which together shallconstitute one and the same instrument.     14. Governing Law. This Agreement is made and shall be construed under the internallaws, but not the conflicts of law provisions, of the State of Alabama subject to the provisions ofSection *5*hereof.     15. Compliance with Section 409A. The parties hereto intend for all payments andbenefits under this Agreement to be either outside the scope of Section 409A of the Code or tocomply with its requirements as to timing of payments. Accordingly, to the extent applicable, thisAgreement shall at all times be operated in accordance with the requirements of Section 409A of theCode and the regulations and rulings thereunder, including any applicable transition rules. Theparties hereto shall take action, or refrain from taking any action, with respect to the paymentsand benefits under this Agreement that is reasonably necessary to comply with Section 409A of theCode. Notwithstanding any provision in this Agreement to the contrary, if the payment of anycompensation or benefit hereunder would be subject to additional taxes and interest under Section409A of the Code because the timing of such payment is not delayed as provided in Section409A(a)(2)(B) of the Code, then any such payment or benefit that Executive would otherwise beentitled to during the first six (6) months following the date of Executive’s termination ofemployment shall be accumulated and paid or provided, as applicable, on the date that is six (6)months and one day after the date of Executive’s termination of employment, or such earlier dateupon which such amount can be paid or provided under Section 409A of the Code without beingsubject to such additional taxes and interest. The preceding sentence shall
8

 
apply only to the extent required to avoid Executive’s incurrence of any additional tax or interestunder Section 409A of the Code or the regulations or Treasury guidance promulgated thereunder.     16. Term of Agreement. This Agreement shall commence as of the date hereof, and shallcontinue in effect for an eighteen-month term unless extended or terminated as hereinafterprovided. On each monthly anniversary date of this Agreement, the term of this Agreement shallautomatically be extended for one additional month unless prior to any such monthly anniversarydate, the Parent or Superior Bank shall give written notice to the Executive to fix the term ofthis Agreement to a definite eighteen-month term from the date of such notice. Upon receipt of suchnotice by the Executive, no further automatic extensions shall occur, and this Agreement willterminate at the end of the fixed term. Except as provided below, this Agreement shallautomatically terminate upon the termination of the Executive’s employment with the Parent and itsaffiliates prior to the occurrence of a Change in Control. In the event a Change in Control occursduring the term of this Agreement, this Agreement will remain in effect until all obligations ofthe Parent and/or Superior Bank hereunder have been fulfilled, and until all benefits requiredhereunder have been paid to the Executive. If (a) during the term of this Agreement there is apublic announcement of a proposal for a transaction that, if consummated, would constitute a Changein Control or the Parent Board receives and decides to explore an expression of interest withrespect to a transaction which, if consummated, would lead to a Change in Control (eithertransaction being referred to herein as the “Proposed Transaction”); and (b) the Executive’semployment is thereafter terminated by the Parent or Superior Bank other than for Cause or byreason of the Executive’s death or disability; and (c) the Proposed Transaction is consummatedwithin one (1) year after the date of termination of the Executive’s employment, then, for thepurposes of this Agreement, a Change in Control shall be deemed to have occurred during the term ofthis Agreement and the termination of the Executive’s employment shall be deemed to have occurredfollowing a Change in Control.     17. Non-Disclosure Covenant. Executive acknowledges that any documents andinformation, whether written or not, that came or come into Executive’s possession or knowledge asa result of Executive’s services to the Parent or Superior Bank, including without limitation thefinancial and business conditions, business methods, goals, operations, sales techniques orservices of Parent, Superior Bank and their subsidiaries as the same may exist from time to time(collectively, “Confidential Information”), are valuable, special and unique assets of the Parent’sand Superior Bank’s business. Executive will not, during or after the term of this Agreement: (a)disclose any written Confidential Information to any person, firm, corporation, association, orother entity not employed by or affiliated with the Parent or Superior Bank for any reason orpurpose whatsoever, or (b) use any written Confidential Information for any reason other than tofurther the business of the Parent or Superior Bank. Executive agrees to return immediately anywritten Confidential Information, and all copies thereof, upon the termination of Executive’semployment (whether hereunder or otherwise). In the event of a breach or threatened breach byExecutive of the provisions of this Section 17, in addition to all other remedies available toCompany, Company shall be entitled to an injunction restraining Executive from disclosing anywritten Confidential Information or from rendering any services to any person, firm, corporation,association or other entity to whom any written Confidential Information has been disclosed or isthreatened to be disclosed. In the event of any suit or arbitration with respect to Executive’sobligations in this Section 17, Executive will pay all costs incurred by the Parent or Superior
9

 
Bank in securing an injunction (or other equitable remedy) and/or damages, including reasonableattorneys’ fees and expenses; provided, however, that if the Parent or Superior Bank is notsuccessful in securing such an injunction, then Executive shall have no obligation to pay such feesand expenses.     18. Dispute Resolution. (a) Except as may otherwise hereinafter be provided, any dispute orcontroversy arising under or in connection with this Agreement shall be settled exclusively bybinding arbitration in Birmingham, Alabama, in accordance with the rules of the AmericanArbitration Association then in effect. The agreement set forth herein to arbitrate shall bespecifically enforceable under the prevailing arbitration law. Notwithstanding the foregoing,Executive or Parent or Superior Bank shall have the right to seek enforcement by preliminaryinjunction, specific performance or other equitable relief of the provisions of Section 17 hereofin any state or federal court of competent jurisdiction without regard to whether any such claimhas been or can be referred to arbitration. In the event legal or arbitration proceedings arenecessary for either party to enforce the terms of this Agreement, the prevailing party (by finaljudgment or other non-appealable order) shall be entitled to recover the cost of said legal orarbitration proceedings, including, but not limited to reasonable attorney fees.     (b) The parties hereto (i) acknowledge that they have read and understood the provisions ofthis Section regarding arbitration and (ii) that performance of this Agreement will be interstatecommerce as that term is used in the Federal Arbitration Act, and the parties contemplatesubstantial interstate activity in the performance of this Agreement including, but not limited to,interstate travel, the use of interstate phone lines, the use of the U.S. mail services and otherinterstate courier services.     (c) Notice of the demand for arbitration shall be filed in writing with the other party tothis Agreement and with the American Arbitration Association. The demand for arbitration shall bemade within a reasonable time after the claim, dispute or other matter in question has arisen, andin no event shall it be made after the date when institution of legal or equitable proceedingsbased on such claim, dispute or other matter in question would be barred by the applicable statuteof limitations. The award rendered by the arbitrator shall be final and judgment may be enteredupon it in accordance with applicable law in any court having jurisdiction thereof.IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.     **EXECUTIVE:**     /s/ William Caughran  William Caughran
10

 
       **SUPERIOR BANCORP**       By: /s/ C. Stanley Bailey    C. Stanley Bailey    Chairman and Chief Executive Officer       **SUPERIOR BANK**       By: /s/ C. Stanley Bailey    C. Stanley Bailey    Chairman and Chief Executive Officer
11