##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission file number
    0-25033
  SUPERIOR BANCORP
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

63-1201350(I.R.S. Employer
    Identification No.)17 North 20th Street
    Birmingham, Alabama(Address of Principal
    Executive Offices)

35203(Zip Code)   (205) 327-1400 (Registrants Telephone
    Number, Including Area Code)   (Titles of Class)
  NONE
  o þ
  o þ
  Indicate by check mark whether the
    registrant: þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large
    accelerated
    filer  o
    Accelerated
    filer  þ
    Non-accelerated
    filer  o
    Smaller reporting
    company  o (Do

    not check if a smaller reporting company)
  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
  
  PagePART I


2Item 1.


Business


2Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


15Item 2.


Properties


15Item 3.


Legal Proceedings


15Item 4.


Submission of Matters to a Vote of Security
    Holders


15PART II


16Item 5.


Market for The Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


16Item 6.


Selected Financial Data


18Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


56Item 8.


Financial Statements and Supplementary Data


56Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


113Item 9A.


Controls and Procedures


113Item 9B.


Other Information


115PART III


115Item 10.


Directors and Executive Officers of the
    Registrant


115Item 11.


Executive Compensation


115Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


115Item 13.


Certain Relationships and Related Transactions


115Item 14.


Principal Accounting Fees and Services


115PART IV


115Item 15.


Exhibits, Financial Statement Schedules


115SIGNATURES


119EX-4.14 INDENTURE DATED DECEMBER 15, 2005EX-4.15 PLACEMENT AGREEMENT DATED AS OF DECEMBER 7, 2005EX-4.16 GUARANTEE AGREEMENT DATED AS OF DECEMBER 15, 2005EX-4.17 AMENDED AND RESTATED DECLARATION OF TRUSTEX-10.20 CHANGE IN CONTROL AGREEMENT DATED APRIL 1, 2002EX-10.21 CHANGE IN CONTROL AGREEMENTEX-21 SUBSIDIARIES OF SUPERIOR BANCORPEX-23.1 CONSENT OF GRANT THORNTON, LLPEX-23.2 CONSENT OF CARR, RIGGS AND INGRAM, LLCEX-31 SECTION 302, CERTIFICATIONSEX-32 SECTION 906, CERTIFICATIONS




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##### Table of Contents



PART I  Item 1.
    Business.  General
  (205) 327-1400.
        Strategy
  Operations.
  Products and Services.
  st
 2




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##### Table of Contents



Market Areas.
    Alabama(41)

Florida(31)Albertville
    Athens
    Blountsville
    Childersburg
    Cullman
    Elkmont
    Frisco City
    Gardendale
    Gurley
    Hamilton
    Huntsville(3)
    Meridianville
    Mountain Brook
    Oneonta(2)
    Rainbow City
    Samson
    Sylacauga
    Uniontown

Andalusia
    Birmingham(2)
    Boaz
    Cleveland
    Decatur
    Falkville
    Gadsden
    Guntersville
    Haleyville
    Hartselle
    Madison
    Monroeville
    New Hope
    Opp
    Rogersville
    Snead
    Trussville
    Warrior(2)

Altha
    Beverly Hills
    Bradenton
    Brooksville
    Clearwater
    Homosassa
    Marianna
    New Port Richey
    Panama City Beach
    Port St. Joe
    Spring Hill
    Tallahassee(2)
    Venice

Apalachicola
    Blountstown
    Bristol
    Carrabelle
    Dunnellon
    Inverness
    Mexico Beach
    Palm Harbor
    Port Richey
    Sarasota
    Sun City Center(4)
    Tampa(2)
    Wesley Chapel     Growth.
    Lending
    Activities
  General.
 3




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##### Table of Contents



follow-up
  Loan
    Portfolio
    Amount


PercentCommercial and industrial

$
183,013



9.07
%Real estate:Construction and land developmentResidential development  Alabama


192,133



9.52
%
    Florida


195,460



9.68
%
    Other


7,929



0.39
%Total residential development


395,522



19.60
%Commercial development  Alabama


60,407



2.99
%
    Florida


162,286



8.04
%
    Other


12,521



0.62
%Total commercial development


235,214



11.65
%Other development


34,567



1.71
%Total construction and land development


665,303



32.96
%Single-family mortgages


540,277



26.77
%Nonresidential mortgages


575,146



28.50
%Total real estate portfolio


1,780,726



88.23
%Consumer


53,377



2.64
%Other


1,235



0.06
%Total loans

$
2,018,351



100.00
%    4




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##### Table of Contents



Single-Family Mortgage Loans.
  Nonresidential Mortgage Loans. 30-year
  Construction and Land Development Loans.
     5




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##### Table of Contents



Commercial and Industrial Loans.
  Consumer Loans.
  Credit
    Review and Procedures
      Deposits
     6




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##### Table of Contents



Competition
    Employees
    Supervision
    and Regulation
  General.
 7




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##### Table of Contents



Holding Company Regulation.
        Change in Bank Control Act.
  Regulation of Business Activities.
  Capital Requirements.
   8




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##### Table of Contents



Prompt Corrective Regulatory Action.
  Insurance of Deposit Accounts.
      Loans to One Borrower.
 9




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##### Table of Contents



QTL Test. 12-month
    Limitations on Capital Distributions.
  Transactions with Related Parties. i.e.
    Standards for Safety and Soundness.
 10




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##### Table of Contents



Enforcement. and/or
  Federal Home Loan Bank System.
  Federal Reserve System.
  Community Reinvestment Act.
  Confidentiality of Customer
    Information.
  Bank Secrecy Act.
 11




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##### Table of Contents



USA Patriot Act. non-U.S. owned
  Consumer Laws and Regulations.
  Instability
    of Regulatory Structure
    Effect on
    Economic Environment
      Available
    Information
  www.superiorbank.com Form 10-K, Form 10-Q, Form 8-K, www.superiorbank.com
 12




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##### Table of Contents



Code of
    Ethics
    Item 1A.
    Risk
    Factors.    Risks
    Relating To Our Business
  If the interest payments we make on our deposits increase
    relative to our interest income, we may be less
    profitable.
      An increase in loan prepayments may adversely affect our
    profitability.
  If our allowance for loan losses is inadequate, our
    profitability will be reduced.
 13




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##### Table of Contents



Events in our geographic markets could adversely affect
    us.
      We face substantial competition.
  We are subject to extensive regulation.
    We may require additional capital to fund our growth
    plans.
  We are dependent upon the services of our management
    team.
  Risks
    Related To an Investment in Our Common Stock
  Superior Bancorps stock price may be volatile due to
    limited trading volume and general market
    conditions.
 14




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##### Table of Contents



Our ability to pay dividends is limited.
  Use of our common stock for future acquisitions or to raise
    capital may be dilutive to existing
    stockholders.
  Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.      Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    Of Matters To A Vote Of Security Holders.   15




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##### Table of Contents



PART II  Item 5.
    Market
    For The Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities.  Market
    for Common Stock
    High

Low2006First Quarter

$
11.94


$
10.70Second Quarter


11.87



10.71Third Quarter


11.93



10.54Fourth Quarter


11.89



10.392007First Quarter

$
11.87


$
10.57Second Quarter


10.99



9.64Third Quarter


10.43



8.10Fourth Quarter


9.35



5.002008First Quarter (through March 11, 2008)

$
6.06


$
4.25     Issuer
    Purchases of Equity Securities
      Total Number of

Maximum NumberShares Purchased as

of Shares ThatPart of Publicly

May Yet beTotal Number of

Average Price

Announced Plans or

Purchased UnderPeriod

Shares Purchased

Paid Per Share

Programs

the Plans or ProgramsNovember 2007


152,000


$
6.88



152,000



December 2007


30,000



5.28



30,000



818,000   Dividends
     16




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##### Table of Contents



Equity
    Compensation Plan Information
  Regulation S-K
 17




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##### Table of Contents



Performance
    Graph
    
  Period EndingIndex

12/31/02

12/31/03

12/31/04

12/31/05

12/31/06

12/31/07Superior Bancorp


100.00



109.54



106.06



147.04



146.13



69.20NASDAQ Composite


100.00



150.01



162.89



165.13



180.85



198.60NASDAQ Financial


100.00



131.16



151.20



154.76



176.94



210.99SNL Southeast Thrift Index


100.00



151.65



179.27



163.14



191.73



82.56SNL Southeast Bank Index


100.00



125.58



148.92



152.44



178.75



134.65       Item 6.
    Selected
    Financial Data.  Form 10-K.
  18




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##### Table of Contents



As of and For The Year Ended December 31,2007


2006


2005


2004


2003(Amounts in thousands, except per share data)Selected Statement of Financial Condition Data:Total assets

$
2,885,425


$
2,440,990


$
1,415,469


$
1,423,128


$
1,171,626Loans, net of unearned income


2,017,011



1,639,528



963,253



934,868



856,941Allowance for loan losses


22,868



18,892



12,011



12,543



25,174Investment securities


361,171



354,716



242,595



288,308



141,601Deposits


2,200,611



1,870,841



1,043,695



1,067,206



889,935Advances from FHLB and other borrowings


222,828



211,255



214,496



205,546



131,919Notes payable


9,500



5,545



3,755



3,965



1,925Junior subordinated debentures owed to unconsolidated trusts


53,744



44,006



31,959



31,959



31,959Stockholders equity


350,042



276,087



105,065



100,539



100,122Selected Statement of Income Data:Interest income

$
171,929


$
108,777


$
77,280


$
66,160


$
76,213Interest expense


96,767



61,383



38,255



28,123



33,487Net interest income


75,162



47,394



39,025



38,037



42,726Provision for loan losses


4,541



2,500



3,500



975



20,975Noninterest income


19,357



11,811



9,583



10,527



14,592Gain on sale of branches














739



48,264Insurance proceeds










5,114







Management separation costs






265



15,467







Noninterest expense


78,223



49,520



45,153



47,937



57,930Income (loss) before income taxes (benefit)


11,755



6,920



(10,398
)


391



26,677Income tax expense (benefit)


4,134



1,923



(4,612
)


(796
)


9,178Net income (loss)


7,621



4,997



(5,786
)


1,187



17,499Preferred stock dividends










305



446



219Effect of early conversion of preferred stock










2,006







Net income (loss) applicable to common stockholders

$
7,621


$
4,997


$
(8,097
)

$
741


$
17,280Per Share Data:Net income (loss)  basic

$
0.21


$
0.21


$
(0.42
)

$
0.04


$
0.99 diluted(1)

$
0.20


$
0.21


$
(0.42
)

$
0.04


$
0.95Weighted average shares outstanding  basic


36,974



23,409



19,154



17,583



17,492Weighted average shares outstanding  diluted(1)


37,332



24,034



19,154



17,815



18,137Book value at period end

$
8.73


$
7.97


$
5.21


$
5.31


$
5.31Tangible book value per share

$
4.05


$
4.23


$
4.61


$
4.62


$
4.59Preferred shares outstanding at period end














62



62Common shares outstanding at period end


40,108



34,652



20,172



17,750



17,695Performance Ratios and Other Data:Return on average assets


0.29
%


0.30
%


(0.41
)%


0.09
%


1.29
%Return on average tangible assets


0.31



0.30



N/A



N/A



N/AReturn on average stockholders equity


2.47



3.55



(5.68
)


1.18



19.08Return on average tangible equity


4.91



4.89



N/A



N/A



N/ANet interest margin(2)(3)


3.37



3.17



3.14



3.31



3.50Net interest spread(3)(4)


3.04



2.93



3.00



3.20



3.35Noninterest income to average assets(5)


0.67



0.66



0.77



0.82



1.03Noninterest expense to average assets(6)


2.83



2.84



3.14



3.52



4.07Efficiency ratio(7)


79.48



81.46



87.99



91.72



100.09Average loan to average deposit ratio


92.80



93.12



88.82



92.16



100.69Average interest-earning assets to average interest bearing
    liabilities


107.54



106.01



104.58



104.88



105.82Assets Quality Ratios:Allowance for loan losses to nonperforming loans


90.31
%


219.88
%


252.76
%


169.36
%


78.59
%Allowance for loan losses to loans, net of unearned income


1.13



1.15



1.25



1.34



2.94Nonperforming assets (NPAs) to loans plus NPAs,
    net of unearned income


1.47



0.63



0.68



1.32



4.41NPAs to total assets


1.03



0.43



0.47



0.87



3.25Net loan charge-offs to average loans


0.24



0.20



0.43



1.52



2.21Net loan charge-offs as a percentage of:Provision for loan losses


94.30



92.64



115.20



1,395.49



111.87Allowance for loan losses


18.72



12.26



33.57



108.47



93.21     (1)-
    
    Common stock equivalents of 775,000
    and 1,002,000 shares were not included in computing diluted
    earnings per share for the years ended December 31, 2004
    and 2005, respectively, because their effects were antidilutive.(2)-
    
    Net interest income divided by
    average earning assets.(3)-
    
    Calculated on a taxable equivalent
    basis.(4)-
    
    Yield on average interest-earning
    assets less rate on average interest-bearing liabilities.(5)-
    
    Noninterest income has been
    adjusted for certain nonrecurring items such as gain on sale of
    branches, insurance proceeds, change in fair value of
    derivatives and investment security gains (losses).(6)-
    
    Noninterest expense has been
    adjusted for certain nonrecurring items such as loss on sale of
    assets and management separation costs.(7)-
    
    Efficiency ratio is calculated by
    dividing noninterest expense, adjusted for management separation
    costs, losses on other real estate and the loss on sale of
    assets, by noninterest income, adjusted for gain on sale of
    branches, insurance proceeds, changes in fair values of
    derivatives and investment security gains (losses), plus net
    interest income on a fully taxable equivalent basis. 19




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation.  General
      Overview
  st
       20




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##### Table of Contents



Critical
    Accounting Estimates
    Allowance
    for Loan Losses
    Income
    Taxes
     21




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##### Table of Contents



Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
  Acquisitions
       22




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##### Table of Contents



Results
    of Operations
  Earnings.
  Three Months


YearEnded December 31,


Ended December 31,2007


2006


2007


2006(Dollars in thousands, except per share data)Superior Bancorp and SubsidiariesNet income

$
1,904


$
2,059


$
7,621


$
4,997Net income per common share (diluted)


0.05



0.06



0.20



0.21Net interest margin


3.20
%


3.34
%


3.37
%


3.17
%Net interest spread


2.88



3.01



3.04



2.93Return on average assets


0.26



0.37



0.29



0.30Return on average stockholders equity


2.16



3.71



2.47



3.55Return on average tangible equity


4.66



6.52



4.91



4.89Book value per share

$
8.73


$
7.97


$
8.73


$
7.97Tangible book value per share


4.05



4.23



4.05



4.23Banking Subsidiary, Superior BankNet income

$
2,329


$
3,884


$
12,473


$
9,156Return on average assets


0.32
%


0.68
%


0.48
%


0.55
%Return on average stockholders equity


2.36



6.64



3.63



5.85Return on average tangible equity


4.50



11.23



6.54



7.78    23




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##### Table of Contents



Net Interest Income.
  Increase (Decrease) inFourth Quarter


Year Ended December 31,2007 vs. 2006


2007 vs. 2006Average


Income/


Yield/


Average


Income/


Yield/Balance


Expense


Rate


Balance


Expense


Rate(Dollars in thousands)ASSETSInterest-earning assets:Loans, net of unearned income

$
545,413


$
9,978



(0.22
)%

$
662,185


$
57,784



0.31
%Investment securitiesTaxable


(5,051
)


131



0.24



64,862



4,180



0.30Tax-exempt


21,494



361



0.54



11,575



770



0.43Total investment securities


16,443



492



0.31



76,437



4,950



0.33Federal funds sold


(18,110
)


(244
)


(0.53
)


(2,128
)


(99
)


0.12Other investments


1,761



(106
)


(1.08
)


10,385



779



0.36Total interest -earning assets

$
545,507



10,120



(0.03
)

$
746,879



63,414



0.40Interest-bearing liabilities:Demand deposits

$
192,738



1,769



0.05


$
208,863



8,934



0.36Savings deposits


11,752



187



1.04



22,684



641



0.98Time deposits


280,020



4,374



0.34



407,155



23,581



0.44Other borrowings


16,770



(55
)


(0.41
)


20,812



1,368



0.13Subordinated debentures


18,347



135



(2.55
)


14,915



860



(1.22
)Total interest-bearing liabilities

$
519,627



6,410



0.10


$
674,429



35,384



0.29Net interest income/net interest spread






3,710



(0.13
)%






28,030



0.11
%Net yield on earning assets










(0.14
)%










0.20
%Taxable equivalent adjustment:Investment securities






123











262Net interest income





$
3,587










$
27,768  24




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##### Table of Contents



Three Months Ended December 31,2007


2006Average


Income/


Yield/


Average


Income/


Yield/Balance


Expense


Rate


Balance


Expense


Rate(Dollars in thousands)ASSETSInterest-earning assets:Loans, net of unearned income(1)

$
2,045,813


$
40,660



7.89
%

$
1,500,400


$
30,682



8.11
%Investment securitiesTaxable


331,596



4,369



5.23



336,647



4,238



4.99Tax-exempt(2)


33,447



537



6.37



11,953



176



5.83Total investment securities


365,043



4,906



5.33



348,600



4,414



5.02Federal funds sold


8,500



97



4.53



26,610



341



5.06Other investments


48,800



640



5.20



47,039



746



6.28Total interest-earning assets


2,468,156



46,303



7.44



1,922,649



36,183



7.47Noninterest-earning assets:Cash and due from banks


48,618











32,628Premises and equipment


99,190











81,068Accrued interest and other assets


290,894











164,232Allowance for loan losses


(22,095
)










(17,152
)Total assets

$
2,884,763










$
2,183,425LIABILITIES AND STOCKHOLDERS EQUITYInterest-bearing liabilities:Demand deposits

$
635,371


$
5,657



3.53
%

$
442,633


$
3,888



3.48
%Savings deposits


59,946



314



2.08



48,194



127



1.04Time deposits


1,278,976



16,037



4.97



998,956



11,663



4.63Other borrowings


270,808



3,336



4.89



254,038



3,391



5.30Subordinated debentures


53,799



1,066



7.86



35,452



931



10.41Total interest-bearing liabilities


2,298,900



26,410



4.56



1,779,273



20,000



4.46Noninterest-bearing liabilities:Demand deposits


206,977











159,239Accrued interest and other liabilities


29,834











24,759Stockholders equity


349,052











220,154Total liabilities and stockholders equity

$
2,884,763










$
2,183,425Net interest income/net interest spread






19,893



2.88
%






16,183



3.01
%Net yield on earning assets










3.20
%










3.34
%Taxable equivalent adjustment:Investment securities(2)






183











60Net interest income





$
19,710










$
16,123     (1)
    
    Nonaccrual loans are included in loans, net of unearned income.
    No adjustment has been made for these loans in the calculation
    of yields.(2)
    
    Interest income and yields are presented on a fully taxable
    equivalent basis using a tax rate of 34%. 25




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##### Table of Contents



Three Months Ended December 31, 2007 vs. 2006 (1)Increase


Changes Due To(Decrease)


Rate


Volume(Dollars in thousands)Increase (decrease) in:Income from interest-earning assets:Interest and fees on loans

$
9,978


$
(856
)

$
10,834Interest on securities:Taxable


131



197



(66
)Tax-exempt


361



18



344Interest on federal funds


(244
)


(33
)


(211
)Interest on other investments


(106
)


(133
)


27Total interest income


10,120



(807
)


10,928Expense from interest-bearing liabilities:Interest on demand deposits


1,769



57



1,712Interest on savings deposits


187



150



37Interest on time deposits


4,374



908



3,466Interest on other borrowings


(55
)


(271
)


216Interest on subordinated debentures


135



(266
)


401Total interest expense


6,410



578



5,832Net interest income

$
3,710


$
(1,385
)

$
5,096     (1)
    
    The change in interest due to both rate and volume has been
    allocated to rate and volume changes in proportion to the
    relationship of the absolute dollar amounts of the changes in
    each. 26




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##### Table of Contents



Year Ended December 31,2007


2006


2005Interest


Average





Interest


Average





Interest


AverageAverage


Earned/


Yield/


Average


Earned/


Yield/


Average


Earned/


Yield/Balance


Paid


Rate


Balance


Paid


Rate


Balance


Paid


Rate(Dollars in thousands)ASSETSInterest-earning assets:Loans, net of unearned income(1)

$
1,839,029


$
150,443



8.18
%

$
1,176,844


$
92,659



7.87
%

$
947,212


$
63,895



6.75
%Investment securities:Taxable


328,893



17,174



5.22



264,031



12,994



4.92



255,663



11,632



4.55Tax-exempt(2)


21,668



1,359



6.27



10,093



589



5.84



6,932



373



5.38Total investment securities


350,561



18,533



5.29



274,124



13,583



4.96



262,595



12,005



4.57Federal funds sold


8,975



471



5.25



11,102



570



5.13



14,757



460



3.12Other investments


47,612



2,944



6.18



37,227



2,165



5.82



22,266



1,047



4.70Total interest-earning assets


2,246,177



172,391



7.67



1,499,297



108,977



7.27



1,246,830



77,407



6.21Noninterest-earning assets:Cash and due from banks


45,142











32,730











28,227Premises and equipment


95,289











64,378











56,897Accrued interest and other assets


254,785











100,514











83,743Allowance for loan losses


(20,431
)










(13,594
)










(12,504
)Total assets

$
2,620,962










$
1,683,325










$
1,403,193LIABILITIES AND STOCKHOLDERS EQUITYInterest-bearing liabilities:Demand deposits

$
568,125


$
20,791



3.66
%

$
359,262


$
11,857



3.30
%

$
339,842


$
7,144



2.10
%Savings deposits


50,652



818



1.61



27,968



177



0.63



25,935



40



0.15Time deposits


1,171,942



58,058



4.95



764,787



34,477



4.51



607,141



20,731



3.41Other borrowings


249,443



12,971



5.20



228,631



11,603



5.07



187,297



7,493



4.00Subordinated debentures


48,557



4,129



8.50



33,642



3,269



9.72



31,959



2,847



8.91Total interest-bearing liabilities


2,088,719



96,767



4.63



1,414,290



61,383



4.34



1,192,174



38,255



3.21Noninterest-bearing liabilities:Demand deposits


191,066











111,757











93,564Accrued interest and other liabilities


32,905











16,451











15,651Total liabilities


2,312,690











1,542,498











1,301,389Stockholders equity


308,272











140,827











101,804Total liabilities and stockholders equity

$
2,620,962










$
1,683,325










$
1,403,193Net interest income/net interest spread






75,624



3.04
%






47,594



2.93
%






39,152



3.00
%Net yield on earning assets










3.37
%










3.17
%










3.14
%Taxable equivalent adjustment:Investment securities(2)






462











200











127Net interest income





$
75,162










$
47,394










$
39,025     (1)
    
    Nonaccrual loans are included in loans, net of unearned income.
    No adjustment has been made for these loans in the calculation
    of yields.(2)
    
    Interest income and yields are presented on a fully taxable
    equivalent basis using a tax rate of 34 percent. 27




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##### Table of Contents



Year Ended December 31,(1)2007 vs. 2006


2006 vs. 2005Increase


Changes Due to


Increase


Changes Due to(Decrease)


Rate


Volume


(Decrease)


Rate


Volume(Dollars in thousands)Income from earning assets:Interest and fees on loans

$
57,784


$
3,780


$
54,004


$
28,764


$
11,688


$
17,076Interest on securities:Taxable


4,180



831



3,349



1,362



390



972Tax-exempt


770



46



724



216



33



183Interest on federal funds


(99
)


13



(112
)


110



244



(134
)Interest on other investments


779



141



638



1,118



997



121Total interest income


63,414



4,811



58,603



31,570



13,352



18,218Expense from interest-bearing liabilities:Interest on demand deposits


8,934



1,412



7,522



4,713



4,285



428Interest on savings deposits


641



421



220



137



134



3Interest on time deposits


23,581



3,651



19,930



13,746



7,616



6,130Interest on other borrowings


1,368



301



1,067



4,110



2,252



1,858Interest on subordinated debentures


860



(450
)


1,310



422



267



155Total interest expense


35,384



5,335



30,049



23,128



14,554



8,574Net interest income

$
28,030


$
(524
)

$
28,554


$
8,442


$
(1,202
)

$
9,644     (1)
    
    The changes in net interest income due to both rate and volume
    have been allocated to rate and volume changes in proportion to
    the relationship of the absolute dollar amounts of the changes
    in each.  Provision for Loan Losses.
   28




---



##### Table of Contents



Noninterest income.
  Three Months Ended December 31,2007


2006


% Change(Dollars in thousands)Service charges and fees on deposits

$
2,183


$
1,530



42.68
%Mortgage banking income


808



839



(3.69
)Investment securities gains


66







100.00Change in fair value of derivatives


1,141



331



244.71Increase in cash surrender value of life insurance


514



357



43.98Other noninterest income


1,096



549



99.64Total

$
5,808


$
3,606



61.06
%   Year Ended December 31,2007


2006


% Change(Dollars in thousands)Service charges and fees on deposits

$
7,957


$
4,915



61.89
%Mortgage banking income


3,860



2,997



28.80Investment securities gains


308







100.00Change in fair value of derivatives


1,310



374



250.27Increase in cash surrender value of life insurance


1,895



1,580



19.94Other noninterest income


4,027



1,945



107.04Total

$
19,357


$
11,811



63.89
%    29




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##### Table of Contents



Noninterest expenses.
  Three Months Ended December 31,2007


2006


% Change(Dollars in thousands)Noninterest ExpensesSalaries and employee benefits

$
11,357


$
8,738



29.97
%Occupancy, furniture and equipment expense


3,742



2,430



53.99Management separation costs






265



(100.00
)Amortization of core deposit intangibles


588



209



181.34Merger-related costs


108



285



(62.11
)Professional fees


720



738



(2.32
)Insurance expense


638



588



8.56Postage, stationery and supplies


570



438



30.11Communications expense


538



401



34.08Advertising expense


638



432



47.49Other operating expense


1,951



1,593



22.47Total

$
20,850


$
16,117



29.37
%Selected Key RatiosNoninterest expense to average assets(1)


2.76
%


2.84
%Efficiency ratio(1)


81.82



79.19     (1)
    
    In calculating the selected key ratios, noninterest expense has
    been adjusted for amortization of core deposit intangibles,
    merger-related costs and other losses on the sale of assets. 30




---



##### Table of Contents



Year Ended December 31,2007


2006


% Change(Dollars in thousands)Noninterest ExpensesSalaries and employee benefits

$
42,316


$
26,805



57.87
%Occupancy, furniture and equipment expense


13,391



7,754



72.70Management separation costs






265



(100.00
)Amortization of core deposit intangibles


1,691



442



282.58Loss on extinguishment of debt


1,469







100.00Merger-related costs


639



635



.63Loss on termination of ESOP


158







100.00Subsidiary startup costs






135



(100.00
)Professional fees


2,269



2,598



(12.65
)Insurance expense


2,189



1,899



15.29Postage, stationery and supplies


2,252



1,250



80.20Communications expense


2,007



988



103.04Advertising expense


2,397



1,352



77.34Other operating expense


7,445



5,662



31.47Total

$
78,223


$
49,785



57.12
%Selected Key RatiosNoninterest expense to average assets(1)


2.83
%


2.84
%Efficiency ratio(1)


79.48



81.46     (1)
    
    In calculating the selected key ratios, noninterest expense has
    been adjusted for amortization of core deposit intangibles,
    extinguishment of debt, merger-related costs, termination of
    ESOP and other losses on the sale of assets.  Income tax expense.
   31




---



##### Table of Contents



Year
    Ended December 31, 2006, Compared with Year Ended
    December 31, 2005
           32




---



##### Table of Contents



available-for-sale
         33




---



##### Table of Contents



Market
    Risk  Interest Rate Sensitivity
               34




---



##### Table of Contents



ChangeChange (in Basis Points) in Interest Rates

EVE


Amount


Percent(Dollars in thousands)+ 200 BP

$
470,866


$
19,274



4.4
%0 BP


451,142







 200 BP


407,146



(43,996
)


(9.8
)           Interest Rate Swaps.
  Fair Value Hedges.
 35




---



##### Table of Contents



Interest Rate Floors. 3-year 3-month
  Commitments to Originate Mortgage
    Loans. Amendment to Statement 133 on Derivatives Instruments and
    Hedging Activities
  Liquidity
    loan-to-deposit
         36




---



##### Table of Contents



Payments Due by PeriodLess than


One to


Four to


After FiveTotal


One Year


Three Years


Five Years


Years(Dollars in thousands)Contractual ObligationsAdvances from FHLB(1)

$
222,828


$
74,488


$
55,032


$
34,968


$
58,340Operating leases(2)


16,793



2,731



4,020



2,230



7,812Capitalized leases(2)


8,222



367



734



734



6,387Notes payable(3)


9,500



9,500











Repurchase agreements(4)


7,075



7,075











Junior subordinated debentures owed to unconsolidated trusts(5)


53,744















53,744Deferred compensation agreements(6)


14,179



367



776



818



12,218Employment separation agreements(7)


666



62



84



44



476Other employment related contract obligations incurred in
    business combinations(8)


4,948



3,002



1,536



410



Benefit Restoration Plan(9)


2,461



265



521



505



1,170Income tax obligations under FIN 48(10)


600







600







Total Contractual cash obligations

$
341,016


$
97,857


$
63,303


$
39,709


$
140,147     (1)
    
    See Note 8 to the Consolidated Financial Statements.(2)
    
    See Note 6 to the Consolidated Financial Statements.(3)
    
    See Note 10 to the Consolidated Financial Statements.(4)
    
    See Note 9 to the Consolidated Financial Statements.(5)
    
    See Note 11 to the Consolidated Financial Statements.(6)
    
    See Note 13 to the Consolidated Financial Statements.(7)
    
    See Note 28 to the Consolidated Financial Statements.(8)
    
    See Note 2 to the Consolidated Financial Statements.(9)
    
    See Note 20 to the Consolidated Financial Statements. (10)
    
    See Note 14 to the Consolidated Financial Statements.  Payments Due by PeriodLess than


One to


Four to


After FiveTotal


One Year


Three Years


Five Years


Years(Dollars in thousands)Commercial commitmentsCommitments to extend credit(1)

$
355,579


$
258,007


$
30,444


$
20,120


$
47,008Standby letters of credit(1)


29,107



22,704



1,322



5,081



Total Commercial Commitments

$
384,686


$
280,711


$
31,766


$
25,201


$
47,008     (1)
    
    See Note 17 to the Consolidated Financial Statements.   37




---



##### Table of Contents



Financial
    Condition
    Recent
    Acquisitions
  Peoples Acquisition.
        Amount(In thousands)Cash and due from banks

$
3,854Federal funds sold


4,200Investment securities


47,684Loans, net


254,047Premises and equipment, net


2,318Goodwill


47,389Core deposit intangibles


9,810Other assets


10,612Deposits


(245,459
)Federal funds purchased and repurchase agreements


(6,905
)Advances from FHLB


(37,983
)Junior subordinated debentures


(3,962
)Other liabilities


(9,176
)Total consideration paid for Peoples

$
76,429   Community Acquisition.
 38




---



##### Table of Contents



Amount(In thousands)Cash and due from banks

$
23,167Federal funds sold


35,273Investment securities


117,424Loans, net


337,148Premises and equipment, net


22,529Goodwill


60,148Core deposit intangibles


10,142Other assets


21,185Deposits


(431,334
)FHLB advances


(68,801
)Junior subordinated debentures


(12,047
)Other liabilities


(17,634
)Total consideration paid for Community

$
97,200   Kensington Acquisition.
     39




---



##### Table of Contents



Amount(In thousands)Cash and due from banks

$
4,454Federal funds sold


964Investment securities


180,151Loans, net


136,826Premises and equipment, net


5,397Goodwill


44,470Core deposit intangibles


3,544Other assets


5,128Deposits


(276,186
)Repurchase agreements


(30,050
)Other liabilities


(3,326
)Total consideration paid for Kensington

$
71,372   Loans, net of unearned income.
 40




---



##### Table of Contents



Distribution
    of Loans by Category
  December 31,2007


2006


2005


2004


2003(Dollars in thousands)Commercial and industrial

$
183,013


$
172,872


$
135,454


$
134,688


$
142,072Real estate  construction and land development(2)


665,303



547,772



326,418



249,715



147,917Real estate  mortgagesSingle-family


540,277



456,341



243,183



250,758



231,064Commercial


533,611



362,542



210,611



242,884



250,032Other


41,535



46,895



27,503



25,764



31,645Consumer


53,377



54,462



21,122



32,009



46,201Other(1)


1,235



438



498



567



8,923Total loans


2,018,351



1,641,322



964,789



936,385



857,854Unearned income


(1,340
)


(1,794
)


(1,536
)


(1,517
)


(913
)Allowance for loan losses


(22,868
)


(18,892
)


(12,011
)


(12,543
)


(25,174
)Net loans

$
1,994,143


$
1,620,636


$
951,242


$
922,325


$
831,767     (1)
    
    Certain reclassifications were made to the 2004 amounts to
    conform to the 2005 presentation. This information was not
    available for periods prior to 2004.(2)
    
    A further analysis of the components of our real estate
    construction and land development loans as of December 31,
    2007 is as follows:  December 31, 2007Residential


CommercialDevelopment


Development


Other


Total(Dollars in thousands)Geographic LocationAlabama

$
192,133


$
60,407


$
16,003


$
268,543Florida


195,460



162,286



18,564



376,310Other


7,929



12,521







20,450Total

$
395,522


$
235,214


$
34,567


$
665,303       December 31,


December 31,


Percent2007


2006


Change(Dollars in thousands)Total loans, net of unearned income

$
2,017,011


$
1,639,528



23.02
%Alabama segment


908,292



872,870



4.06Florida segment


932,478



625,633



49.05Other


176,241



141,025



24.97    41




---



##### Table of Contents



Selected
    Loan Maturity and Interest Rate Sensitivity
  Rate Structure for LoansOver One Year








Maturing Over One YearOne Year


through Five


Over Five





Predetermined


Floating oror Less


Years


Years


Total


Interest Rate


Adjustable Rate(Dollars in thousands)Commercial and industrial

$
106,751


$
71,134


$
5,128


$
183,013


$
44,089


$
32,173Real estate  construction and land development


527,030



102,955



35,318



665,303



40,660



97,613Real estate  mortgages Single-family


44,526



149,168



346,583



540,277



142,452



353,299Commercial


131,178



170,170



232,263



533,611



148,114



254,319Other


16,010



12,407



13,118



41,535



15,328



10,197Consumer


15,490



36,011



1,876



53,377



36,350



1,537Other


1,235











1,235







Total loans

$
842,220


$
541,845


$
634,286


$
2,018,351


$
426,993


$
749,138Percent to total loans


41.7
%


26.8
%


31.4
%


100.0
%


21.2
%


37.1
%   Allowance for Loan Losses.
         42




---



##### Table of Contents



Allocation
    of the Allowance for Loan Losses
  December 31,2007


2006


2005


2004


2003Percent





Percent





Percent





Percent





Percentof Loans





of Loans





of Loans





of Loans





of Loansin Each





in Each





in Each





in Each





in EachCategory





Category





Category





Category





Categoryto Total





to Total





to Total





to Total





to TotalAmount


Loans


Amount


Loans


Amount


Loans


Amount


Loans


Amount


Loans(Dollars in thousands)Commercial and industrial

$
2,697



9.1
%

$
3,719



10.5
%

$
3,805



14.0
%

$
3,736



14.1
%

$
10,110



16.6
%Real estate  construction and land development


9,396



33.0



3,425



33.4



1,275



33.8



1,009



26.6



1,099



17.2Real estate  mortgagesSingle-family


2,360



26.8



2,910



27.8



1,395



25.2



1,582



26.8



4,538



26.9Commercial


6,781



26.4



6,206



22.0



4,194



21.8



4,594



25.9



7,613



29.1Other


155



2.1



530



2.9



215



2.9



257



2.7



320



3.7Consumer


1,479



2.6



2,102



3.4



1,127



2.2



1,336



3.0



1,374



5.4Other






















.1



29



.9



120



1.1$
22,868



100.0
%

$
18,892



100.0
%

$
12,011



100.0
%

$
12,543



100.0
%

$
25,174



100.0
%      43




---



##### Table of Contents



44




---



##### Table of Contents



Summary
    of Loan Loss Experience
  Year2007


2006


2005


2004


2003(Dollars in thousands)Allowance for loan losses at beginning of year

$
18,892


$
12,011


$
12,543


$
25,174


$
27,766Allowance of acquired banks (branches sold)


3,717



6,697











(102
)Charge-offs:Commercial and industrial


1,162



1,450



2,097



7,690



10,823Real estate  construction and land development


301



378



358



765



630Real estate  mortgagesSingle-family


1,149



625



795



1,012



1,505Commercial


724



416



1,432



5,820



6,696Other


206



15



85



86



1,187Consumer


2,117



860



630



1,881



3,092Other


63



2



345



87



517Total charge-offs


5,722



3,746



5,742



17,341



24,450Recoveries:Commercial and industrial


398



465



413



1,468



554Real estate  construction and land development


286



126



37



4



23Real estate  mortgagesSingle-family


174



102



335



470



23Commercial


70



363



526



737



49Other


82



73



118



97



48Consumer


382



301



280



549



282Other


48







1



410



6Total recoveries


1,440



1,430



1,710



3,735



985Net charge-offs


4,282



2,316



4,032



13,606



23,465Provision for loan losses


4,541



2,500



3,500



975



20,975Allowance for loan losses at end of year

$
22,868


$
18,892


$
12,011


$
12,543


$
25,174Loans at end of period, net of unearned income

$
2,017,011


$
1,639,528


$
963,253


$
934,868


$
856,941Average loans, net of unearned income


1,814,032



1,176,844



947,212



894,406



1,063,451Ratio of ending allowance to ending loans


1.13
%


1.15
%


1.25
%


1.34
%


2.94
%Ratio of net charge-offs to average loans


0.24



0.20



0.43



1.52



2.21Net charge-offs as a percentage of:Provision for loan losses


94.30



92.64



115.20



1,395.49



111.87Allowance for loan losses


18.72



12.26



33.57



108.47



93.21Allowance for loan losses as a percentage of nonperforming loans


90.31



219.88



252.76



169.36



78.59   Nonperforming Assets.
 45




---



##### Table of Contents



Nonperforming
    Assets
  December 31,2007


2006


2005


2004


2003(Dollars in thousands)Nonaccrual

$
22,533


$
7,773


$
4,550


$
6,344


$
29,630Accruing loans 90 days or more delinquent


2,117



514



49



431



1,438Restructured


671



305



153



631



966Total nonperforming loans


25,321



8,592



4,752



7,406



32,034Other real estate owned


4,277



1,684



1,842



4,906



5,806Repossessed assets


138



137







103



219Total nonperforming assets

$
29,736


$
10,413


$
6,594


$
12,415


$
38,059Nonperforming loans as a percentage of loans


1.26
%


.52
%


.49
%


.79
%


3.74
%Nonperforming assets as a percentage of loans plus nonperforming
    assets


1.47
%


.63
%


.68
%


1.32
%


4.41
%Nonperforming assets as a percentage of total assets


1.03
%


.43
%


.47
%


.87
%


3.25
%     December 31,2007


2006


2005


2004


2003(Dollars in thousands)Commercial and industrial

$
1,058


$
704


$
988


$
2,445


$
11,621Real estate  construction and land development


10,569



2,067



469



187



1,735Real estate  mortgagesSingle-family


8,069



2,805



2,448



2,060



5,472Commercial


4,045



1,765



675



2,273



12,378Other


805



688



11



183



162Consumer


775



559



161



250



465Other






4







8



201Total nonperforming loans

$
25,321


$
8,592


$
4,752


$
7,406


$
32,034     Impaired Loans.
 46




---



##### Table of Contents



December 31, 2007


December 31, 2006Outstanding


Specific


Outstanding


SpecificBalance


Allowance


Balance


Allowance(Dollars in thousands)Commercial and industrial

$
877


$
56


$
911


$
405Real estate  construction and land development


11,105



881



1,959



311Real estate  mortgagesSingle-family


4,553



19



616



92Commercial


4,972



464



2,381



656Other


787



94



1,019



343Total

$
22,294


$
1,514


$
6,886


$
1,807   Potential Problem Loans.
  Investment Securities.
    Investment
    Portfolio
  December 31,Available for Sale2007


2006


2005(Dollars in thousands)U.S. agencies

$
93,207


$
113,259


$
99,365State and political subdivisions


40,738



12,977



8,729Mortgage-backed securities


191,202



185,814



93,689Corporate debt


32,404



38,883



38,064Other securities


4,480



6,675



7,028Total investment securities

$
362,031


$
357,608


$
246,875  47




---



##### Table of Contents



Maturity
    Distribution of Investment Securities
  MaturingAfter One But


After Five ButWithin One


Within Five


Within Ten


AfterYear


Years


Years


Ten Years


TotalAmount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


Amount


Yield(Dollars in thousands)Securities available for sale:U.S. agencies

$
4,500



4.08
%

$
49,700



4.28
%

$
28,843



5.26
%

$
10,164



5.18
%

$
93,207



4.67
%State and political subdivision










2,076



3.32



5,877



4.38



32,785



4.26



40,738



4.23Mortgage-backed securities


2,943



4.21



34,778



4.24



11,961



4.59



141,520



5.36



191,202



5.09Other securities


535



4.05



7,083



6.72











29,266



6.99



36,884



6.90Total

$
7,978



4.13
%

$
93,637



4.43
%

$
46,681



4.98
%

$
213,735



5.41
%

$
362,031



5.07
%   Tax lien certificates.
  Short-term liquid assets.
  Property and Equipment.
    Deposits.
     48




---



##### Table of Contents



December 31,


December 31,


Percent2007


2006


Change(Dollars in thousands)Noninterest-bearing demand

$
207,602


$
191,323



8.51
%Alabama segment


128,009



130,129



(1.63
)Florida segment


73,061



49,742



46.88Other


6,532



11,452



(42.96
)Interest-bearing demand


657,809



552,887



18.98Alabama segment


295,794



220,514



34.14Florida segment


253,017



115,528



119.01Other


108,998



216,845



(49.73
)Savings


59,507



42,717



39.31Alabama segment


33,919



28,161



20.45Florida segment


25,056



14,323



74.94Other


532



233



128.33Time deposits


1,275,693



1,083,914



17.69Alabama segment


694,380



592,900



17.12Florida segment


462,071



341,161



35.44Other


119,242



149,853



(20.43
)Total deposits

$
2,200,611


$
1,870,841



17.63
%Alabama segment

$
1,152,102


$
971,704



18.57
%Florida segment

$
813,205


$
520,754



56.16
%Other

$
235,304


$
378,383



(37.81
)%       Average
    Deposits
  Average for the Year2007


2006


2005Average





Average





AverageAmount


Average


Amount


Average


Amount


AverageOutstanding


Rate Paid


Outstanding


Rate Paid


Outstanding


Rate Paid(Dollars in thousands)Noninterest-bearing demand deposits

$
191,066




%

$
111,757




%

$
93,564




%Interest-bearing demand deposits


568,125



3.66



359,262



3.30



339,842



2.10Savings deposits


50,652



1.61



27,968



.63



25,935



.15Time deposits-customer


1,023,573



4.90



575,065



4.40



440,403



3.55Total average customer deposits


1,833,416



3.92



1,074,052



3.48



899,744



2.53Time deposits-brokered


148,369



5.31



189,722



4.83



166,738



3.07Total average deposits

$
1,981,785



4.02
%

$
1,263,774



3.68
%

$
1,066,482



2.62
%  49




---



##### Table of Contents



Maturities
    of Time Deposits of $100,000 or More
  At December 31, 2007Under

3-6

6-12

Over3 Months

Months

Months

12 Months

Total(Dollars in thousands)$
243,516


$
206,256


$
101,343


$
69,603


$
620,718     Borrowed Funds.
    2007


2006Weighted





WeightedYear

Average Rate


Balance


Average Rate


Balance(Dollars in thousands)2007



%

$




5.37
%

$
42,0002008


4.62



74,488



5.38



55,5002009


4.33



30,032



5.39



27,0002010


4.83



25,000



6.41



5,0002011


4.80



4,968







2012


4.49



30,000







2015


5.39



26,340



5.39



26,3402020


4.28



32,000



4.28



32,000Total


4.63
%

$
222,828



5.22
%

$
187,840        50




---



##### Table of Contents



WeightedCurrent


Average RateWeighted


Before


BalanceMatures

Average Rate


Refinancing


(In thousands)2011


2.77
%


4.60
%

$
25,0002013


3.46



4.21



35,0002015


4.05



4.57



40,000Total


3.52
%


4.45
%

$
100,000         Junior subordinated debentures.
         51




---



##### Table of Contents



December 31,2007


200610.6% junior subordinated debentures owed to TBC Capital
    Statutory Trust II due September 7, 2030

$
15,464


$
15,4646-month
    LIBOR plus 3.75% junior subordinated debentures owed to TBC
    Capital Statutory Trust III due July 25, 2031






16,49510.875% junior subordinated debentures owed to Community Capital
    Trust I due March 8, 2030


10,310



10,3103-month
    LIBOR plus 1.33% junior subordinated debentures owed to Superior
    Capital Trust I due September 15, 2037(1)


22,681



6.41% junior subordinated debentures owed to Peoples Community
    Capital Trust I due December 15, 2035(2)


4,124



Purchase accounting adjustment


1,165



1,737Total junior subordinated debentures owed to unconsolidated
    subsidiary trusts

$
53,744


$
44,006         Stockholders
    Equity
  1-for-4 1-for-4
  Stock Repurchase Plan.
    Stock Incentive Plan.
 52




---



##### Table of Contents



Share-Based Payment Accounting for
    Stock-Based Compensation
          24-month
  Superior Bancorp ESOP.
 53




---



##### Table of Contents



Wall
    Street Journal
  December 31,2006


2005Allocated shares


70,519



52,501Estimated shares committed to be released


26,700



26,700Unreleased shares


164,672



191,372Total ESOP shares


261,891



270,573Fair value of unreleased shares

$
1,867,000


$
2,184,000   Community Bancshares ESOP. No. 93-6 (SOP 93-6), SOP 93-6
   54




---



##### Table of Contents



December 31,2007


2006Allocated shares


333,840



319,774Estimated shares committed to be released


11,932



14,066Unreleased shares


54,727



66,659Total ESOP shares


400,499



400,499Fair value of unreleased shares

$
294,000


$
756,000   Regulatory Capital.
        To Be WellFor Capital


Capitalized UnderAdequacy


Prompt CorrectiveActual


Purposes


ActionAmount


Ratio


Amount


Ratio


Amount


RatioAs of December 31, 2007Tier 1 Core Capital (to Adjusted Total Assets)

$
204,145



7.64
%

$
106,872



4.00
%

$
133,591



5.00
%Total Capital (to Risk Weighted Assets)


225,602



10.45



172,683



8.00



215,854



10.00Tier 1 Capital (to Risk Weighted Assets)


204,145



9.46



N/A



N/A



129,513



6.00Tangible Capital (to Adjusted Total Assets)


204,145



7.64



40,077



1.50



N/A



N/A   Impact of
    Inflation
   55




---



##### Table of Contents



Forward-Looking
    Statements
  Form 10-K,
          Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risks.    Item 8.
    Financial
    Statements and Supplementary Data.  Regulation S-X Form 10-K.
 56




---



##### 



SUPERIOR
    BANCORP AND SUBSIDIARIES
  CONSOLIDATED
    FINANCIAL STATEMENTS
 Years
    ended December 31, 2007, 2006 and 2005
  CONTENTS
  Report of Independent Registered Public
    Accounting Firm as of December 31, 2007 and for the year
    ended December 31, 2007


58Report of Independent Registered Public
    Accounting Firm as of December 31, 2006 and 2005 and for
    each of the two years ended December 31, 2006


59Consolidated Statements of Financial Condition


60Consolidated Statements of Operations


61Consolidated Statements of Changes in
    Stockholders Equity


62Consolidated Statements of Cash Flows


63Notes to Consolidated Financial Statements


64   57




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated
    Framework )
  
    58




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    59




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF FINANCIAL CONDITION
  December 31,2007


2006(In Thousands)ASSETSCash and due from banks

$
52,983


$
49,783Interest-bearing deposits in other banks


6,916



10,994Federal funds sold


3,452



25,185Investment securities available for sale


361,171



354,716Tax lien certificates


15,615



16,313Mortgage loans held for sale


33,408



24,433Loans


2,018,351



1,641,322Unearned income


(1,340
)


(1,794
)Loans, net of unearned income


2,017,011



1,639,528Allowance for loan losses


(22,868
)


(18,892
)Net loans


1,994,143



1,620,636Premises and equipment, net


104,799



94,626Accrued interest receivable


16,512



14,387Stock in FHLB and Federal Reserve Bank


14,945



12,382Cash surrender value of life insurance


45,277



40,598Goodwill and intangible assets


187,520



129,520Other assets


48,684



47,417Total assets

$
2,885,425


$
2,440,990LIABILITIES AND STOCKHOLDERS EQUITYDeposits:Noninterest-bearing demand

$
207,602


$
191,323Interest-bearing demand


657,809



552,887Savings


59,507



42,717Time deposits $100,000 and over


620,718



533,700Other time deposits


654,975



550,214Total deposits


2,200,611



1,870,841Advances from FHLB


222,828



187,840Federal funds borrowed and security repurchase agreements


17,075



23,415Notes payable


9,500



5,545Junior subordinated debentures owed to unconsolidated subsidiary
    trusts


53,744



44,006Accrued expenses and other liabilities


31,625



33,256Total liabilities


2,535,383



2,164,903Commitments and contingencies (Notes 6 and 17)Stockholders equity:Convertible preferred stock, par value $.001 per share; shares
    authorized 5,000,000; -0- shares issued and outstanding in 2007
    and in 2006






Common stock, par value $.001 per share; shares authorized
    60,000,000; shares issued 41,522,633 in 2007 and 34,732,345 in
    2006; outstanding 40,108,317 in 2007 and 34,651,669 in 2006


41



35Surplus


329,201



253,815Retained earnings


33,557



26,491Accumulated other comprehensive gain (loss)


174



(1,452
)Treasury stock, at cost  1,390,145 and
    80,676 shares, respectively


(12,309
)


(716
)Unearned ESOP stock


(622
)


(2,086
)Total stockholders equity


350,042



276,087Total liabilities and stockholders equity

$
2,885,425


$
2,440,990    60




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2007


2006


2005(In Thousands, Except Per Share Data)Interest income:Interest and fees on loans

$
150,443


$
92,659


$
63,895Interest on taxable securities


17,174



12,994



11,632Interest on tax exempt securities


897



389



246Interest on federal funds sold


471



570



460Interest and dividends on other investments


2,944



2,165



1,047Total interest income


171,929



108,777



77,280Interest expense:Interest on deposits


79,667



46,511



27,915Interest expense on advances from FHLB and other borrowed funds


12,971



11,603



7,493Interest on subordinated debentures


4,129



3,269



2,847Total interest expense


96,767



61,383



38,255Net interest income


75,162



47,394



39,025Provision for loan losses


4,541



2,500



3,500Net interest income after provision for loan losses


70,621



44,894



35,525Noninterest income:Service charges and fees


7,957



4,915



4,687Mortgage banking income


3,860



2,997



2,558Investment securities gain (losses)


308







(948
)Change in fair value of derivatives


1,310



374



(325
)Increase in cash surrender value of life insurance


1,895



1,580



1,544Insurance proceeds










5,114Other


4,027



1,945



2,067Total noninterest income


19,357



11,811



14,697Noninterest expenses:Salaries and employee benefits


42,316



26,805



23,104Occupancy and equipment


13,391



7,754



7,680Management separation costs






265



15,467Amortization of core deposit intangibles


1,691



442



286Loss on debt extinguishment


1,469







Merger costs


639



635



Loss on termination of ESOP


158







Subsidiary startup costs






135



Other


18,559



13,749



14,083Total noninterest expenses


78,223



49,785



60,620Income (loss) before income taxes


11,755



6,920



(10,398
)Income tax expense (benefit)


4,134



1,923



(4,612
)Net income (loss)


7,621



4,997



(5,786
)Preferred stock dividends










305Preferred stock conversion










2,006Net income (loss) applicable to common stockholders

$
7,621


$
4,997


$
(8,097
)Weighted average common shares outstanding


36,974



23,409



19,154Weighted average common shares outstanding, assuming dilution


37,332



24,034



19,154Basic net income (loss) per common share

$
0.21


$
0.21


$
(.42
)Diluted net income (loss) per common share


0.20



0.21



(.42
)    61




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  AccumulatedOther





Unearned


Unearned


TotalCommon


Surplus


Retained


Comprehensive


Treasury


ESOP


Restricted


StockholdersStock


Common


Preferred


Earnings


Gain (Loss)


Stock


Stock


Stock


Equity(In Thousands, Except Share Data)Balance at January 1, 2005

$
18


$
68,428


$
6,193


$
29,591


$
(1,094
)

$
(390
)

$
(1,758
)

$
(449
)

$
100,539Comprehensive income:Net loss














(5,786
)


















(5,786
)Other comprehensive loss, net of tax benefit of $984, unrealized
    loss on securities available for sale, arising during the
    period, net of reclassification adjustment


















(1,473
)














(1,473
)Change in accumulated gain on cash flow hedging instrument, net
    of tax expense of $16


















23















23Comprehensive loss


































(7,236
)Issuance of 925,636 shares to new executive management and
    others in a private placement


1



7,328



























7,329Issuance of 8,191 shares of treasury stock






34















49











83Issuance of 49,375 shares of restricted stock






403























(122
)


281Preferred dividends declared














(305
)


















(305
)Preferred stock conversion  775,000 shares


1



8,198



(6,193
)


(2,006
)


















Stock options exercised  474,684 shares






3,727



























3,727Forfeiture of unearned restricted stock






(204
)






















204



Amortization of unearned restricted stock






























367



367Release of 26,700 shares by ESOP






65



















215







280Balance at December 31, 2005


20



87,979







21,494



(2,544
)


(341
)


(1,543
)






105,065Comprehensive income:Net income














4,997



















4,997Other comprehensive income, net of tax expense of $556,
    unrealized gain on securities available for sale, arising during
    the period, net of reclassification adjustment


















831















831Change in accumulated gain on cash flow hedge, net of tax


















(23
)














(23
)Change in pension liability net of tax effect


















284















284Comprehensive income


































6,089Issuance of 4,873 shares of treasury stock






20















32











52Issuance of 6,226,722 shares for Kensington purchase


6



70,965



























70,971Issuance of 56,170 shares related to board compensation






569



























569Issuance of 8,072,179 shares for Community


8



93,045















(407
)


(759
)






91,887Stock options exercised  155,818 shares


1



991



























992Compensation expense related to stock options






159



























159Release of 26,700 shares by ESOP






87



















216







303Balance at December 31, 2006


35



253,815







26,491



(1,452
)


(716
)


(2,086
)






276,087Adoption of FIN 48














(555
)


















(555
)Comprehensive income:Net income














7,621



















7,621Other comprehensive income, net of tax expense of $798,
    unrealized gain on securities available for sale, arising during
    the period, net of reclassification adjustment


















1,238















1,238Change in pension liability, net of tax effect


















388















388Comprehensive income


































9,247Repurchase of 1,182,000 shares of treasury stock






















(10,428
)










(10,428
)Issuance of 6,635,125 shares for Peoples purchase


6



73,798



























73,804Issuance of 27,765 shares related to board compensation






278



























278Stock options exercised  85,000 shares






640



























640Compensation expense related to stock options






472



























472Release of 49,135 shares by ESOP






198



















299







497Termination of ESOP  127,469 shares transferred






















(1,165
)


1,165







Balance at December 31, 2007

$
41


$
329,201


$



$
33,557


$
174


$
(12,309
)

$
(622
)

$



$
350,042    62




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2007


2006


2005(In Thousands)Operating activitiesNet income (loss)

$
7,621


$
4,997


$
(5,786
)Adjustments to reconcile net income(loss) to net cash provided
    by (used in) operations:Depreciation


4,630



3,245



3,275Amortization of intangibles


1,868







Net (discount) premium amortization on securities


(116
)


298



531(Gain) loss on sale of investment securities


(308
)






948Loss on foreclosed assets


170



181



818Provision for loan losses


4,541



2,500



3,500Decrease in accrued interest receivable


(386
)


(750
)


(844
)Deferred income tax expense (benefit)


4,021



1,923



(3,168
)Gain on sale of assets/branches


(139
)


(254
)


Net increase in mortgage loans held for sale


(8,975
)


(1,993
)


(13,260
)Other operating activities, net


(9,184
)


(3,781
)


4,202Net cash provided by (used in) operating activities


3,743



6,366



(9,784
)Investing activitiesDecrease in interest bearing deposits in other banks


4,078



1,222



1,639Decrease in federal funds sold


25,933



11,052



11,000Proceeds from sales of investment securities available for sale


18,378



215,717



57,372Proceeds from maturities of investment securities available for
    sale


82,873



39,233



40,642Purchase of investment securities available for sale


(59,910
)


(72,319
)


(56,233
)Net increase in loans


(132,769
)


(200,837
)


(34,225
)Net cash received in business combinations


1,231



18,642



Net redemptions (purchase) of tax lien certificates


698



(16,024
)


(273
)Purchase of premises and equipment


(23,833
)


(13,813
)


(2,665
)Proceeds from sale of premises and equipment


5,630



1,835



3,343Proceeds from sale of foreclosed assets


7,327



1,722



4,155Other investing activities, net


1,442



2,087



1,247Net cash (used in) provided by investing activities


(68,922
)


(11,483
)


26,002Financing activitiesNet (decrease) increase in demand and savings deposits


(7,824
)


59,375



50,236Net increase (decrease) in time deposits


92,150



60,766



(73,747
)(Decrease) increase in FHLB advances


(2,995
)


(62,051
)


25,000Proceeds from note payable


10,000



2,000



Principal payment on note payable


(6,045
)


(210
)


(210
)Net (decrease) increase in other borrowed funds


(13,304
)


(41,060
)


(16,050
)Proceeds from issuance of junior subordinated debentures


22,680







Principal payment on junior subordinated debentures


(16,495
)






Purchase of treasury stock


(10,428
)






Proceeds from issuance of common stock


640



992



10,457Cash dividends paid










(305
)Net cash provided by (used in) financing activities


68,379



19,812



(4,619
)Increase in cash and due from banks


3,200



14,695



11,599Cash and due from banks at beginning of year


49,783



35,088



23,489Cash and due from banks at end of year

$
52,983


$
49,783


$
35,088Supplemental disclosures of cash flow informationCash paid (received) during the year for:Interest

$
97,848


$
56,831


$
37,790Income taxes


(564
)


(1,706
)


(3,066
)Transfer of foreclosed assets


9,239



935



1,804Assets acquired in business combinations


376,061



1,006,674



Liabilities assumed in business combinations


303,487



838,102



Issuance of common stock in acquisitions


73,804



162,858



    63




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31,
    2007, 2006 and 2005
  1.
    Summary
    of Significant Accounting Policies    Basis of
    Presentation and Principles of Consolidation
      Use of
    Estimates
    Cash and
    Cash Equivalents
      Investment
    Securities
          Tax lien
    certificates
   64




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)    Loans and
    Allowance for Loan Losses
      Accounting by
    Creditors for Impairment of a Loan,
       65




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)          Acquired
    Loans
  03-3, Accounting for Certain Loans or Debt Securities Acquired in a
    Transfer (SOP 03-3).
    Mortgage
    Loans Held for Sale
   66




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)  Premises
    and Equipment
        Goodwill
    and Intangible Assets
  Goodwill and Other Intangible
    Assets
    December 31,2007


2006(In Thousands)Alabama Region

$
65,899


$
64,950Florida Region


96,568



49,508Total

$
162,467


$
114,458         2007


2006(In Thousands)Core deposit intangible

$
26,355


$
16,545Accumulated amortization


(3,238
)


(1,547
)Net core deposit intangible

$
23,117


$
14,998  67




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)    Year

Annual Expense(In Thousands)2008

$
3,5842009


3,9422010


3,4792011


3,0492012


2,492Total

$
16,546   Other
    Real Estate
    Security
    Repurchase Agreements
    Income
    Taxes
  Accounting for Income Taxes.
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 68




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)  Off-Balance
    Sheet Financial Instruments
    Per Share
    Amounts
      Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation,
  Pension
    Plan
    Derivative
    Financial Instruments and Hedging Activities
  Accounting for Derivative Instruments
    and Hedging Activities
     69




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)            Recent
    Accounting Pronouncements
  Statement
    of Financial Accounting Standards No. 155
  Accounting for Certain Hybrid Financial Instruments Accounting for
    Transfers and Servicing of Financial Assets and Extinguishments
    of Liabilities  a replacement of FASB Statement
    No. 125,
 70




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)    Statement
    of Financial Accounting Standards No. 156
  Accounting for Servicing of Financial Assets
  FASB
    Interpretation No. 48
  Accounting for Uncertainty in Income Taxes. Accounting for
    Income Taxes.
  FSP
    No. 48-1
    Definition of Settlement in FASB Interpretation
    No. 48.
  FSP 48-1 FSP 48-1
  Emerging
    Issues Task Force Issue
    No. 06-05
  No. 06-05, Accounting for Purchases of Life Insurance 
    Determining the Amount That Could Be Realized in Accordance with
    FASB Technical
    Bulletin No. 85-4. Bulletin No. 85-4, Accounting for Purchases of Life Insurance
 71




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)  No. 06- No. 06-05
  Staff
    Accounting Bulletin No. 108
  Quantifying Financial Misstatements,
  Statement
    of Financial Accounting Standards No. 158
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106 and 132(R)
    (SFAS 158).
  Statement
    of Financial Accounting Standards No. 157
  Fair Value Measurements
  Statement
    of Financial Accounting Standards No. 159
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 72




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)    Emerging
    Issues Task Force Issue
    No. 06-04
  No. 06-04, Accounting for Deferred Compensation and Postretirement
    Benefit Aspects of Endorsement Split-Dollar Life Insurance
    Arrangement Employers Accounting for
    Postretirement Benefits Other Than Pensions. No. 06-04.
  Statement
    of Financial Accounting Standards No. 160
  SFAS No. 160, Noncontrolling Interest in
    Consolidated Financial Statements, an amendment of ARB Statement
    No. 51
  Staff
    Accounting Bulletin 109
  SAB No. 109, Written Loan Commitments Recorded at
    Fair Value Through Earnings Application of Accounting
    Principles to Loan Commitments
  2.
    Business
    Combinations  Peoples
    Acquisition
   73




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Business
    Combinations  (Continued)          Amount(In thousands)Cash and due from banks

$
3,854Federal funds sold


4,200Investment securities


47,684Loans, net


254,047Premises and equipment, net


2,318Goodwill


47,389Core deposit intangibles


9,810Other assets


10,612Deposits


(245,459
)Federal funds purchased and repurchase agreements


(6,905
)Advances from FHLB


(37,983
)Junior subordinated debentures


(3,962
)Other liabilities


(9,176
)Total consideration paid for Peoples

$
76,429   Community
    Acquisition
   74




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Business
    Combinations  (Continued)        Amount(In thousands)Cash and due from banks

$
23,167Federal funds sold


35,273Investment securities


117,424Loans, net


337,148Premises and equipment, net


22,529Goodwill


60,148Core deposit intangibles


10,142Other assets


21,185Deposits


(431,334
)FHLB advances


(68,801
)Junior subordinated debentures


(12,047
)Other liabilities


(17,634
)Total consideration paid for Community

$
97,200   Kensington
    Acquisition
     75




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Business
    Combinations  (Continued)      Amount(In thousands)Cash and due from banks

$
4,454Federal funds sold


964Investment securities


180,151Loans, net


136,826Premises and equipment, net


5,397Goodwill


44,470Core deposit intangibles


3,544Other assets


5,128Deposits


(276,186
)Repurchase agreements


(30,050
)Other liabilities


(3,326
)Total consideration paid for Kensington

$
71,372   Pro Forma
    Results of Operations
    2007


2006(Dollars in thousands, except per share data)Net interest income and noninterest income

$
101,620


$
104,149Net income


7,413



9,215Earnings per common share  basic

$
0.18


$
0.23Earnings per common share  diluted

$
0.18


$
0.22  76




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Business
    Combinations  (Continued)  3.
    Investment
    Securities    Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In Thousands)Investment securities available for sale:U.S. agency securities

$
93,207


$
1,086


$
75


$
94,218State, county and municipal securities


40,738



222



395



40,565Mortgage-backed securities


191,202



1,082



888



191,396Corporate debt


32,404



11



1,030



31,385Other securities


4,480







873



3,607Total

$
362,031


$
2,401


$
3,261


$
361,171     Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In Thousands)Investment securities available for sale:U.S. agency securities

$
113,259


$
150


$
1,557


$
111,852State, county and municipal securities


12,977



54



89



12,942Mortgage-backed securities


185,814



361



1,722



184,453Corporate debt


38,883



103



334



38,652Other securities


6,675



223



81



6,817Total

$
357,608


$
891


$
3,783


$
354,716       December 31, 2007Less Than 12 Months


More than 12 Months


TotalUnrealized





Unrealized





UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


Losses(In Thousands)U.S. agency securities

$
500


$



$
36,633


$
75


$
37,133


$
75State, county and municipal securities


15,170



331



3,659



64



18,829



395Mortgage-backed securities


10,310



69



59,162



819



69,472



888Corporate debt and other securities


19,224



1,056



12,874



847



32,098



1,903Total

$
45,204


$
1,456


$
112,328


$
1,805


$
157,532


$
3,261   77




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Investment
    Securities  (Continued)  December 31, 2006Less Than 12 Months


More than 12 Months


TotalUnrealized





Unrealized





UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


Losses(In Thousands)U.S. agency securities

$



$



$
83,347


$
1,557


$
83,347


$
1,557State, county and municipal securities


1,727



17



3,825



72



5,552



89Mortgage-backed securities


16,223



76



78,000



1,646



94,223



1,722Corporate debt and other securities


3,920



80



8,572



335



12,492



415Total

$
21,870


$
173


$
173,744


$
3,610


$
195,614


$
3,783     December 31, 2007Total Number of SecuritiesLess Than


More than12 Months


12 Months


TotalU.S. agency securities


1



15



16State, county and municipal securities


40



13



53Mortgage-backed securities


7



26



33Corporate debt and other securities


6



7



13Total


54



61



115     Securities AvailableFor SaleAmortized


EstimatedCost


Fair Value(In Thousands)Due in one year or less

$
5,034


$
5,020Due after one year through five years


58,858



58,568Due after five years through ten years


34,721



35,505Due after ten years


72,218



70,682Mortgage-backed securities


191,200



191,396$
362,031


$
361,171    78




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Investment
    Securities  (Continued)    Pre-Tax


Income Tax


Net ofAmount


Expense


Income Tax(In Thousands)2007Unrealized gain on available for sale securities

$
2,344


$
(918
)

$
1,426Less reclassification adjustment for gains realized in net income


(308
)


120



(188
)Change in pension liability


615



(227
)


388Net unrealized gain

$
2,651


$
(1,025
)

$
1,6262006Unrealized loss on derivatives

$
(39
)

$
(16
)

$
(23
)Unrealized gain on available for sale securities


1,387



556



831Less reclassification adjustment for losses realized in net
    income










Change in pension liability


451



167



284Net unrealized gain

$
1,799


$
707


$
1,0922005Unrealized gain on derivative

$
39


$
16


$
23Unrealized loss on available for sale securities


(3,405
)


(1,335
)


(2,070
)Less reclassification adjustment for losses realized in net
    income


(948
)


(351
)


(597
)Net unrealized loss

$
(2,418
)

$
(968
)

$
(1,450
)   4.
    Loans    2007


2006(In Thousands)Commercial and industrial

$
183,013


$
172,872Real estate  construction and land development


665,303



547,772Real estate  mortgagesSingle family


540,277



456,341Commercial


533,611



362,542Other


41,535



46,895Consumer


53,377



54,462All other loans


1,235



438Total loans

$
2,018,351


$
1,641,322    79




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Loans  (Continued)    SOP 03-3
  December 31,2007


2006(In Thousands)Contractually required principal and interest at acquisition

$
5,677


$
1,696Nonaccretable difference (expected losses and forgone interest)


(1,443
)


(1,231
)Cash flows expected to be collected at acquisition


4,234



465Accretable yield


(209
)


(190
)Basis in acquired loans at acquisition

$
4,025


$
275Accretable yield, beginning of year

$
174


$
Additions


209



190Accretion


(216
)


(9
)Transfer for nonaccretable yield to accretable yield


138



Disposals






(7
)Accretable yield, end of the year

$
305


$
174   SOP 03-3 SOP 03-3,
  5.
    Allowance
    for Loan Losses    2007


2006


2005(In Thousands)Balance at beginning of year

$
18,892


$
12,011


$
12,543Allowance of acquired banks


3,717



6,697



Provision for loan losses


4,541



2,500



3,500Loan charge-offs


(5,722
)


(3,746
)


(5,742
)Recoveries


1,440



1,430



1,710Balance at end of year

$
22,868


$
18,892


$
12,011  80




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Allowance
    for Loan Losses  (Continued)  6.
    Premises
    and Equipment    2007


2006(In Thousands)Land

$
19,834


$
17,432Premises


76,733



74,836Furniture and equipment


22,956



17,737119,523



110,005Less accumulated depreciation and amortization


(24,842
)


(20,311
)Net book value of premises and equipment in service


94,681



89,694Construction in process (also includes land for branch expansion)


10,118



4,932Total

$
104,799


$
94,626           2007


2006Buildings

$
2,450


$
2,450Accumulated depreciation


(98
)


(21
)Total

$
2,352


$
2,429     OperatingYears ending December 31,

Property


Equipment


Total


Capitalized(In Thousands)2008

$
2,411


$
320


$
2,731


$
3672009


2,055



205



2,260



3672010


1,653



107



1,760



3672011


1,341



6



1,347



3672012


883







883



3672013 and thereafter


7,812







7,812



6,387Total minimum lease payments

$
16,155


$
638


$
16,793



8,222Amount representing interest














(4,483
)Present value of net minimum lease payments













$
3,739      81




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Premises
    and Equipment  (Continued)    Property
    Classified as Held-for-Sale
          Sale-Leaseback
    Transactions
       82




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Premises
    and Equipment  (Continued)     7.
    Deposits    Year Ended December 312007


2006


2005(In Thousands)Interest-bearing demand

$
20,791


$
11,857


$
7,144Savings


819



177



40Time deposits $100,000 and over


21,122



11,170



7,111Other time deposits


36,935



23,307



13,620Total

$
79,667


$
46,511


$
27,915     2008

$
1,149,0422009


45,1992010


21,8862011


14,1592012 and thereafter


45,407$
1,275,693    8.
    Advances
    from Federal Home Loan Bank    2007


2006Weighted





WeightedYear

Average Rate


Balance


Average Rate


Balance(Dollars in Thousands)2007



%

$




5.37
%

$
42,0002008


4.62



74,488



5.38



55,5002009


4.33



30,032



5.39



27,0002010


4.83



25,000



6.41



5,0002011


4.80



4,968







2012


4.49



30,000







2015


5.39



26,340



5.39



26,3402020


4.28



32,000



4.28



32,000Total


4.63
%

$
222,828



5.22
%

$
187,840    83




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Advances
    from Federal Home Loan
    Bank  (Continued)      WeightedCurrent


Average RateWeighted


BeforeMatures

Average Rate


Refinancing


Balance2011


2.77
%


4.60
%

$
25,0002013


3.46



4.21



35,0002015


4.05



4.57



40,000Total


3.52
%


4.45
%

$
100,000        9.
    Federal
    Funds Borrowed and Security Repurchase Agreements    2007


2006Balance at December 31:Federal funds borrowed

$
10,000


$
Security repurchase agreements


7,075



23,415Maximum outstanding at any month end:Federal funds borrowed


10,000



9,000Security repurchase agreements


28,545



31,464Daily average amount outstanding:Federal funds borrowed


1,263



1,811Security repurchase agreements


15,798



30,629Weighted daily average interest rate:Federal funds borrowed


5.43
%


5.47
%Security repurchase agreements


5.28



4.51Weighted daily interest rate for amounts outstanding at December
    31:Federal funds borrowed


3.65
%



%Security repurchase agreements


4.22



4.63    84




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Notes
    Payable    2007


2006Balance at December 31:

Principal


Rate


Principal


RateNote payable to bank, borrowed under $10,000,000 line of credit,
    due January 26, 2008; interest is based on the
    30-day LIBOR
    plus 1.25%, secured by 51% of the outstanding Superior Bank
    stock(1)

$
9,500



6.06
%

$





%Note payable to bank, borrowed under $10,000,000 line of credit,
    due June 7, 2007, plus interest payable monthly at
    30 day LIBOR plus 2.50%, secured by real estate owned by
    the Corporation and 100% of Superior Bank stock










4,250



7.85ESOP note payable to bank, due February 1, 2013, plus
    interest payable monthly at the Wall Street Journal prime
    rate, secured by Corporation stock; see discussion in
    Note 12










1,295



8.25Total notes payable

$
9,500






$
5,545     (1)
    
    Extended for
    90-day
    period until May 26, 2008.  11.
    Junior
    Subordinated Debentures Owed to Unconsolidated Subsidiary
    Trusts         85




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Junior
    Subordinated Debentures Owed to Unconsolidated Subsidiary
    Trusts  (Continued)        December 31,2007


200610.6% junior subordinated debentures owed to TBC Capital
    Statutory Trust II due September 7, 2030

$
15,464


$
15,4646-month
    LIBOR plus 3.75% junior subordinated debentures owed to TBC
    Capital Statutory Trust III due July 25, 2031






16,49510.875% junior subordinated debentures owed to Community Capital
    Trust I due March 8, 2030


10,310



10,3103-month
    LIBOR plus 1.33% junior subordinated debentures owed to Superior
    Capital Trust I due September 15, 2037(1)


22,681



6.41% junior subordinated debentures owed to Peoples Community
    Capital Trust I due December 15, 2035(2)


4,124



Purchase accounting adjustment


1,165



1,737Total junior subordinated debentures owed to unconsolidated
    subsidiary trusts

$
53,744


$
44,006     (1)
    
    Interest rate is equal to 6.32% at December 31, 2007.(2)
    
    Converts to quarterly floating rate of LIBOR plus 1.45% in
    December 2010.   12.
    Stock
    Incentive Plans  Share-Based Payment Accounting for
    Stock-Based Compensation
   86




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Stock
    Incentive Plans  (Continued)        2007


2006Risk-free interest rate


4.49
%


4.54
%Volatility factor


29.11
%


30.16
%Expected term (in years)


5.00



5.00Dividend yield


0.00
%


0.00
%     Weighted-Weighted-


AverageAverage


RemainingExercise


Contractual


AggregateFor The Year Ended December 31, 2007

Number


Price


Term


Intrinsic ValueUnder option, beginning of period


3,042,597


$
8.07Granted


276,596



10.05Exercised


(85,000
)


(6.37
)Forfeited


(26,000
)


(10.35
)Under option, end of period


3,208,193


$
8.27



6.70


$
Exercisable at end of period


2,766,597


$
7.94



5.44


$
Weighted-average fair value per option of options granted during
    the period

$
3.45   87




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Stock
    Incentive Plans  (Continued)  Weighted-Weighted-


AverageAverage


RemainingExercise


Contractual


AggregateFor The Year Ended December 31, 2006

Number


Price


Term


Intrinsic ValueUnder option, beginning of period


3,031,946


$
7.81Granted


186,500



10.84Exercised


(155,818
)


6.37Forfeited


(20,031
)


7.06Under option, end of period


3,042,597


$
8.07



7.39


$
9,940,257Exercisable at end of period


2,861,097


$
7.90



6.82


$
9,847,002Weighted-average fair value per option of options granted during
    the period

$
3.79       2005Weighted-AverageExerciseNumber


PriceUnder option, beginning of year


1,654,509


$
6.63Granted


1,914,437



8.53Exercised


(474,684
)


6.59Forfeited


(62,316
)


7.73Under option, end of year


3,031,946


$
7.81Exercisable at end of year


3,031,946Weighted-average fair value per option of options granted during
    the year

$
4.91      88




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Stock
    Incentive Plans  (Continued)    2005Net loss applicable to common stockholders:As reported

$
(8,097
)Pro forma


(14,217
)Basic net loss per common share:As reported

$
(.42
)Pro forma


(.74
)Diluted net loss per common share:As reported


(.42
)Pro forma


(.74
)     2005Risk free interest rate


4.34
%Volatility factor


43
%Weighted average life of options (in years)


7.00Dividend yield


0.00
%    89




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Stock
    Incentive Plans  (Continued)  24-month
  Employee
    Stock Ownership Plans
  Superior
    Bancorp ESOP
    Wall
    Street Journal
  December 31,2006


2005Allocated shares


70,519



52,501Estimated shares committed to be released


26,700



26,700Unreleased shares


164,672



191,372Total ESOP shares


261,891



270,573Fair value of unreleased shares

$
1,867,000


$
2,184,000  90




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Stock
    Incentive Plans  (Continued)  Community
    Bancshares ESOP
  No. 93-6 (SOP 93-6), SOP 93-6
      December 31,2007


2006Allocated shares


333,840



319,774Estimated shares committed to be released


11,932



14,066Unreleased shares


54,727



66,659Total ESOP shares


400,499



400,499Fair value of unreleased shares

$
294,000


$
756,000    13.  Profit-Sharing
    Plan and Other Agreements
     91




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.  Profit-Sharing Plan and Other
    Agreements  (Continued)
    14.
    Income
    Taxes    2007


2006


2005Current:Federal

$
88


$



$
(1,439
)State


25







(5
)Total current expense (benefit)


113







(1,444
)Deferred:Federal


3,529



1,555



(2,096
)State


492



368



(1,072
)Deferred income tax expense (benefit)


4,021



1,923



(3,168
)Total income tax expense (benefit)

$
4,134


$
1,923


$
(4,612
)     2007


2006Deferred income tax assets:Rehabilitation tax credit

$
5,981


$
6,144Allowance for loan losses


8,367



6,978Deferred compensation


3,910



4,076Net operating loss carryforwards


12,226



13,147Alternative minimum tax credit carryover


1,122



1,034Purchase accounting basis differences


2,770



2,936Unrealized loss on securities


365



1,157Other


2,194



2,085Total deferred income tax assets


36,935



37,557Less: valuation allowance on net operating loss carryforwards


(1,207
)


(1,207
)Deferred income tax liabilities:Difference in book and tax basis of premises and equipment


4,127



5,060Excess purchase price and intangibles


9,901



5,784Other


838



107Total deferred income tax liabilities


14,866



10,951Net deferred income tax asset

$
20,862


$
25,399   Accounting for Income Taxes
 92




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Income Taxes  (Continued)        2007


2006


2005Expected tax expense (benefit) at statutory rate of income
    (loss) before taxes

$
3,996


$
2,353


$
(3,535
)Add (deduct):State income taxes, net of federal tax benefit


341



243



(711
)Effect of interest income exempt from Federal income taxes


(468
)


(251
)


(191
)Increase in cash surrender value of life insurance


(644
)


(537
)


(493
)Taxable exchange of cash surrender value of life insurance


256







Other items  net


653



115



318Income tax expense (benefit)

$
4,134


$
1,923


$
(4,612
)Federal statutory rate


34
%


34
%


34
%     Year of expiration:

Federal


Alabama2010

$



$
1,7952011






13,1472012






6,8152013






22,1112014






7,0832015






11,0012016






1762017






82018






1652019






2802020






5632021






592022






62023


4,713



2024


13,043



2025


5,812



2026


5,721



$
29,289


$
63,209  93




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Income Taxes  (Continued)    Year of expiration:2018

$
1,7342019


7382020


1,2612021


5222022


3662023


9602024


400$
5,981           Balance at January 1, 2007

$
459,000Additions based upon tax positions related to the current year


Additions for tax positions of prior years


Reductions for tax positions of prior years


Settlements


Balance at December 31, 2007

$
459,000       94




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Derivatives    Interest
    Rate Swaps
    Fair
    Value Hedges
    Interest
    Rate Floors
  3-year 3-month
  Commitments
    to Originate Mortgage Loans
  Amendment to Statement 133 on Derivatives Instruments and
    Hedging Activities
 95




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Derivatives  (Continued)    16.
    Related
    Party Transactions    Balance







BalanceDecember 31,





Other

December 31,2006

Advances

Repayments

Changes

2007$
11,064


$
17,831


$
6,359


$
1,845


$
24,381         17.
    Commitments
    and Contingencies    December 312007

2006Commitments to extend credit

$
355,579


$
361,523Standby letters of credit


29,107



23,630    96




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    Commitments
    and Contingencies  (Continued)      18.
    Regulatory
    Restrictions         97




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Regulatory
    Restrictions  (Continued)    To Be WellFor Capital


CapitalizedAdequacy


Under PromptActual


Purposes


Corrective ActionAmount


Ratio


Amount


Ratio


Amount


RatioAs of December 31, 2007Tier 1 Core Capital
    (to Adjusted Total Assets)

$
204,145



7.64
%

$
106,872



4.00
%

$
133,591



5.00
%Total Capital (to Risk Weighted Assets)


225,602



10.45



172,683



8.00



215,854



10.00Tier 1 Capital (to Risk Weighted Assets)


204,145



9.46



N/A



N/A



129,513



6.00Tangible Capital (to Adjusted Total Assets)


204,145



7.64



40,077



1.50



N/A



N/AAs of December 31, 2006Tier 1 Core Capital
    (to Adjusted Total Assets)

$
174,084



7.64
%

$
91,090



4.00
%

$
113,863



5.00
%Total Capital (to Risk Weighted Assets)


192,259



10.69



143,843



8.00



179,803



10.00Tier 1 Capital (to Risk Weighted Assets)


174,084



9.68



N/A



N/A



107,882



6.00Tangible Capital (to Adjusted Total Assets)


174,084



7.64



34,159



1.50



N/A



N/A   19.
    Fair
    Values of Financial Instruments    Cash and short-term instruments.
  Investment securities available for sale.
  Tax lien certificates.
  Mortgage loans held for sale.
  Net loans.
  Accrued interest receivable.
  Deposits
 98




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Fair
    Values of Financial
    Instruments  (Continued)    Advances from FHLB.
  Federal funds borrowed and security repurchase
    agreements.
  Notes payable.
  Subordinated debentures.
  Interest rate swaps and floors.
  Limitations.
 99




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Fair
    Values of Financial
    Instruments  (Continued)    December 31, 2007


December 31, 2006Carrying


Fair


CarryingAmount


Value


Amount


Fair Value(In thousands)Financial assets:Cash and due from banks

$
52,983


$
52,983


$
49,783


$
49,783Interest-bearing deposits in other banks


6,916



6,916



10,994



10,994Federal funds sold


3,452



3,452



25,185



25,185Securities available for sale


361,171



361,171



354,716



354,716Tax lien certificates


15,615



15,615



16,313



16,313Mortgage loans held for sale


33,408



33,408



24,433



24,433Net loans


2,017,011



2,010,120



1,639,528



1,634,782Stock in FHLB and Federal Reserve Bank


14,945



14,945



12,382



12,382Accrued interest receivable


16,512



16,512



14,387



14,387Interest rate swaps


67



67







Interest rate floors


590



590



215



215Financial liabilities:Deposits


2,200,611



2,204,371



1,870,841



1,868,121Advances from FHLB


222,828



229,042



187,840



189,628Federal funds borrowed and security repurchase agreements


17,075



17,075



23,415



23,415Notes payable


9,500



9,500



5,545



5,545Junior subordinated debentures owed to unconsolidated subsidiary
    trusts


53,744



53,526



44,006



47,481Interest rate swaps










798



798   20.
    Pension
    Plan       100




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Pension
    Plan  (Continued)    Pension
    Plan:
  December 31,2007


2006(Dollars in thousands)Change in benefit obligationBenefit obligation as of December 31 and November 7, 2006,
    respectively

$
10,301


$
10,540Interest cost


590



97Benefits paid (including expenses)


(556
)


(73
)Actuarial (gain)/loss


(265
)


(263
)Benefit obligation at end of year

$
10,070


$
10,301Change in plan assetsFair value of plan assets as of December 31 and November 7,
    2006, respectively

$
10,096


$
9,915Actual return on plan assets


997



254Benefits paid (including expenses)


(556
)


(73
)Fair value of plan assets at end of year

$
10,537


$
10,096Funded status at end of yearNet amount recognized in statement of financial condition (after
    SFAS 158)

$
467


$
(205
)Amounts Recognized in the Statement of Financial Condition
    consist of:Assets

$
467


$
Liabilities






(205
)Net amount recognized in statement of financial condition (after
    SFAS 158)

$
467


$
(205
)Amounts not yet reflected in net periodic benefit cost and
    included in accumulated other comprehensive income:Transition (obligation) cost

$



$
Prior service (cost) credit






Net gain


979



404Accumulated other comprehensive income (AOCI)


979



404Cumulative employer contributions in excess of net periodic
    benefit cost


(512
)


(609
)Net amount recognized in statement of financial condition

$
467


$
(205
)Change in Accumulated other comprehensive income due to
    application of SFAS 158Additional minimum liability (before SFAS 158)

$



$
Intangible assets offset (before SFAS 158)






AOCI (before SFAS 158)






Net increase in AOCI due to SFAS 158






404 101




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Pension
    Plan  (Continued)  December 31,2007


2006(Dollars in thousands)Additional year-end information for pension plans with
    accumulated benefit obligations in excess of plan assets:Projected benefit obligation

$
N/A


$
10,301Accumulated benefit obligation

$
N/A


$
10,301Fair value of plan assets

$
N/A


$
10,096Weighted-average assumptions used to determine net periodic
    benefit obligationsProjected benefit obligation


6.11
%


5.84
%Rate of compensation increase


N/A



N/AExpected Cash FlowsExpected return of assets to employer in next year

$



$
Expected employer contribution for next fiscal year

$



$
Expected benefit paymentsYear ending December 31, 2008

$
582Year ending December 31, 2009


585Year ending December 31, 2010


583Year ending December 31, 2011


580Year ending December 31, 2012


594Next five years


3,218Components of net periodic benefit costInterest cost

$
590


$
97Expected return on plan assets


(687
)


(113
)Net periodic benefit cost

$
(97
)

$
(16
)Weighted-average assumptions used to determine net periodic
    benefit costDiscount rate


5.84
%


5.65
%Expected long-term return on plan assets


7.00
%


7.00
%Rate of compensation increase

$
N/A


$
N/A    102




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Pension
    Plan  (Continued)    Percentage of Pension Plan Assets at December 31,


Long-term2007


2006


target


RangeAsset Category:Cash and equivalents


3.3
%


3.0
%


5.0
%


1-15
%Equity securities


48.2



63.0



60.0



50-65Debt securities


48.5



34.0



35.0



30-50Total


100.0
%


100.0
%


100.0
%         Benefit
    Restoration Plan:
  December 31,2007


2006(Dollars in thousands)Change in benefit obligationBenefit obligation as of December 31 and November 7, 2006,
    respectively

$
2,771


$
2,802Interest cost


158



26Benefits paid (including expenses)


(60
)


(10
)Actuarial (gain)/loss


(40
)


(47
)Benefit obligation at end of year

$
2,829


$
2,771Change in plan assetsFair value of plan assets as of December 31 and November 7,
    2006, respectively

$



$
Actual return on plan assets






Employer contribution


60



10Benefits paid (including expenses)


(60
)


(10
)Fair value of plan assets at end of year

$



$
Funded status at end of yearNet amount recognized in statement of financial condition
    (after SFAS 158)

$
(2,829
)

$
(2,771
) 103




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Pension
    Plan  (Continued)  December 31,2007


2006(Dollars in thousands)Amounts Recognized in the Statement of Financial Condition
    consist of:Assets

$



$
Current liabilities


(265
)


(161
)Noncurrent liabilities


(2,564
)


(2,610
)Net amount recognized in statement of financial position (after
    SFAS 158)

$
(2,829
)

$
(2,771
)Amounts not yet reflected in net periodic benefit cost and
    included in accumulated other comprehensive income:Transition (obligation) cost

$



$
Prior service (cost) credit






Net gain


88



47Accumulated other comprehensive income (AOCI)


88



47Cumulative employer contributions in excess of net periodic
    benefit cost


(2,917
)


(2,818
)Net amount recognized in statement of financial condition

$
(2,829
)

$
(2,771
)Change in Accumulated other comprehensive income due to
    application of SFAS 158Additional minimum liability (before SFAS 158)

$



$
Intangible assets offset (before SFAS 158)






AOCI (before SFAS 158)






Net increase in AOCI due to SFAS 158






47Additional year-end information for pension plans with
    accumulated benefit obligations in excess of plan assets:Projected benefit obligation

$
2,829


$
2,771Accumulated benefit obligation

$
2,829


$
2,771Fair value of plan assets

$



$
Weighted-average assumptions used to determine net periodic
    benefit obligationsProjected benefit obligation


6.11
%


5.84
%Rate of compensation increase


N/A



N/AComponents of net periodic benefit costInterest cost


158



26Net periodic benefit cost

$
158


$
26Weighted-average assumptions used to determine net periodic
    benefit costDiscount rate


5.84
%


5.65
%Expected long-term return on plan assets


N/A



N/ARate of compensation increase


N/A



N/AExpected Cash FlowsExpected return of assets to employer in next year

$
Expected employer contribution for next fiscal year


265  104




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Pension
    Plan  (Continued)  Expected benefit paymentsYear ending December 31, 2008

$
265Year ending December 31, 2009


262Year ending December 31, 2010


258Year ending December 31, 2011


254Year ending December 31, 2012


250Next five years


1,170   21.
    Other
    Noninterest Expense    Year Ended December 31,2007


2006


2005Professional fees

$
2,269


$
2,593


$
2,745Directors fees


397



345



380Insurance and assessments


2,189



1,898



2,344Postage, stationery and supplies


2,252



1,251



997Communications


2,007



988



1,075Advertising


2,397



1,348



857Foreclosure losses


227



210



796Other operating expense


6,821



5,116



4,889Total

$
18,559


$
13,749


$
14,083   22.
    Concentrations
    of Credit Risk     105




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.
    Net
    Income (Loss) Per Common Share    2007


2006


2005Numerator:Net income (loss)

$
7,621


$
4,997


$
(5,786
)Less preferred dividends










(305
)Less conversion of preferred stock










(2,006
)For basic and diluted, net income (loss) applicable to common
    stockholders

$
7,621


$
4,997


$
(8,097
)Denominator:For basic, weighted average common shares outstanding


36,974



23,409



19,154Effect of dilutive stock options


358



625



Average common shares outstanding, assuming dilution


37,332



24,034



19,154Basic net income (loss) per common share

$
0.21


$
0.21


$
(.42
)Diluted net income (loss) per common share

$
0.20


$
0.21


$
(.42
)       24.
    Parent
    Company    December 31,2007


2006Statements of financial conditionAssets:Cash

$
662


$
1,318Investment in subsidiaries


392,865



306,792Intangibles, net


214



214Premises and equipment  net


4,252



6,713Other assets


20,851



19,719$
418,844


$
334,756Liabilities:Accrued expenses and other liabilities

$
5,558


$
9,118Notes payable


9,500



5,545Subordinated debentures


53,744



44,006Stockholders equity


350,042



276,087$
418,844


$
334,756  106




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   24.
    Parent
    Company  (Continued)  Year Ended December 31,2007


2006


2005Statements of operationsIncome:Dividends from subsidiaries

$
7,000


$
1,750


$
2,585Interest


156



116



15Other income


404



415



8527,560



2,281



3,452Expense:Directors fees


269



276



270Salaries and benefits


1,384



708



10,831Occupancy expense


362



512



897Interest expense


4,569



3,566



3,142Other


2,373



886



2,2578,957



5,948



17,397Loss before income taxes and equity in undistributed earnings of
    subsidiaries


(1,397
)


(3,667
)


(13,945
)Income tax benefit


3,513



1,409



6,445Income (loss) before equity in undistributed earnings of
    subsidiaries


2,116



(2,258
)


(7,500
)Equity in undistributed earnings of subsidiaries


5,505



7,255



1,714Net income (loss)

$
7,621


$
4,997


$
(5,786
)   Year Ended December 31,2007


2006


2005Statements of cash flowsOperating activitiesNet income (loss)

$
7,621


$
4,997


$
(5,786
)Adjustments to reconcile net income (loss) to net cash used by
    operating activities:Amortization and depreciation expense


184



245



257Equity in undistributed earnings of subsidiaries


(5,505
)


(7,255
)


(1,714
)Other (decrease) increase


(1,120
)


1,392



(868
)Net cash provided (used) by operating activities


1,180



(621
)


(8,111
)Investing activitiesProceeds from sale of premises and equipment


339



947



19Purchases of premises and equipment






(5
)


Net cash paid in business combinations


(2,527
)


(3,855
)


Net cash (used) provided by investing activities


(2,188
)


(2,913
)


19 107




---



##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   24.
    Parent
    Company  (Continued)  Year Ended December 31,2007


2006


2005Financing activitiesProceeds from issuance of common stock


640



992



10,542Proceeds from note payable


10,000



2,000



Principal payment on note payable


(6,045
)


(210
)


(210
)Proceeds from issuance of junior subordinated debentures


22,680







Principal payment on junior subordinated debentures


(16,495
)






Purchase of treasury stock


(10,428
)






Cash dividends paid










(305
)Net cash provided by financing activities


352



2,782



10,027Net (decrease) increase in cash


(656
)


(752
)


1,935Cash at beginning of year


1,318



2,070



135Cash at end of year

$
662


$
1,318


$
2,070   25.
    Selected
    Quarterly Results of Operations (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2007Total interest income

$
39,744


$
40,067


$
45,999


$
46,120Total interest expense


21,710



22,554



26,093



26,410Net interest income


18,034



17,513



19,906



19,710Provision for loan losses


705



1,000



1,179



1,657Securities gains


243











66Changes in fair value of derivatives


(152
)


118



202



1,141Income before income taxes


3,389



2,993



2,361



3,011Net income


2,298



1,969



1,450



1,904Basic net income per common share


0.07



0.06



0.04



0.05Diluted net income per common share


0.07



0.06



0.04



0.052006Total interest income

$
21,649


$
23,608


$
27,458


$
36,062Total interest expense


11,645



13,195



16,543



20,000Net interest income


10,004



10,413



10,915



16,062Provision for loan losses


600



700



550



650Changes in fair value of derivatives


70



(33
)


6



331Income before income taxes


1,100



1,880



979



2,961Net income


850



1,274



813



2,060Basic net income per common share


0.04



0.06



0.04



0.07Diluted net income per common share


0.04



0.06



0.04



0.06      26.
    Segment
    Reporting   108




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##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   26.
    Segment
    Reporting  (Continued)     Total





SuperiorAlabama


Florida


Alabama and


Administrative


BancorpRegion


Region


Florida


and Other


Combined2007Net interest income

$
36,844


$
38,059


$
74,903


$
259


$
75,162Provision for loan losses


3,845



1,632



5,477



(936
)


4,541Noninterest income


7,021



1,723



8,744



10,613



19,357Noninterest expense


24,924



14,702



39,626



38,597



78,223Operating profit (loss)

$
15,096


$
23,448


$
38,544


$
(26,789
)


11,755Income tax expense


















4,134Net income

















$
7,621Total assets

$
1,029,652


$
1,124,816


$
2,154,468


$
730,957


$
2,885,4252006Net interest income

$
27,369


$
25,379


$
52,748


$
(5,354
)

$
47,394Provision for loan losses


2,152



1,150



3,302



(802
)


2,500Noninterest income


4,468



1,092



5,560



6,251



11,811Noninterest expense


14,064



7,156



21,220



28,565



49,785Operating profit (loss)

$
15,621


$
18,165


$
33,786


$
(26,866
)


6,920Income tax expense


















1,923Net income

















$
4,997Total assets

$
985,423


$
862,462


$
1,847,885


$
593,105


$
2,440,9902005Net interest income

$
24,920


$
16,807


$
41,727


$
(2,702
)

$
39,025Provision for loan losses


2,439



1,061



3,500







3,500Noninterest income


6,443



1,123



7,566



7,131



14,697Noninterest expense


11,981



4,759



16,740



43,880



60,620Operating profit (loss)

$
16,943


$
12,110


$
29,053


$
(39,451
)


(10,398
)Income tax benefit


















(4,612
)Net loss

















$
(5,786
)Total assets

$
511,077


$
414,045


$
925,122


$
490,347


$
1,415,469   109




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##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  27.
    Stockholders
    Equity  Stock
    Repurchase Plan
      Termination
    of Superior ESOP
    28.
    Management
    Separation Costs and Insurance Settlement       110




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##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   28.
    Management
    Separation Costs and Insurance Settlement 
    (Continued)          29.
    Subsequent
    Events         111




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##### Table of Contents



SUPERIOR
    BANCORP AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   29.
    Subsequent
    Events  (Continued)    1-for-4
 112




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##### Table of Contents



Item 9.  Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.   Item 9A.  Controls
    And Procedures  Officer
    Certifications
  Rule 13a-14
  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
    Rule 13a-l5(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
   113




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Fram
        Internal Control  Integrated Framework
    
    114




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
   Item 9B.  Other
    Information.   PART III  Items 10, 11, 12, 13
    and 14.
    Directors
    and Executive Officers of the Registrant; Executive
    Compensation; Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters; Certain
    Relationships and Related Transactions; and Principal Accounting
    Fees and Services.   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements and Financial Schedules.
  (l)
    The consolidated financial statements of Superior Bancorp and
    its subsidiaries filed as a part of this Annual Report on
    Form 10-K
    are listed in Item 8 of this Annual Report on
    Form 10-K,
    which is hereby incorporated by reference herein.  (2)
    All schedules to the consolidated financial statements of
    Superior Bancorp and its subsidiaries have been omitted because
    they are not required under the related instructions or are
    inapplicable, or because the required information has been
    provided in the consolidated financial statements or the notes
    thereto.  Exhibits.
  Regulation S-K Form 10-K
  (3)-l

Restated Certificate of Incorporation of Superior Bancorp, filed
    as Exhibit 3 to Superior Bancorps Current Report on
    Form 8-K
    dated May 17, 2007, is hereby incorporated herein by
    reference.(3)-2

Bylaws of Superior Bancorp, filed as Exhibit 3 to Superior
    Bancorps Current Report on
    Form 8-K
    dated November 20, 2007, is hereby incorporated herein by
    reference.(4)-1

Amended and Restated Declaration of Trust, dated as of
    September 7, 2000, by and among State Street Bank and
    Trust Company of Connecticut, National Association, as
    Institutional Trustee, The Banc Corporation, as Sponsor, David
    R. Carter and James A. Taylor, Jr., as Administrators, filed as
    Exhibit(4)-l to The Banc Corporations Annual Report on
    Form 10-K
    for the year ended December 3l, 2000, is hereby incorporated
    herein by reference. 115




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##### Table of Contents



(4)-2

Guarantee Agreement, dated as of September 7, 2000, by and
    between The Banc Corporation and State Street Bank and
    Trust Company of Connecticut, National Association, filed
    as Exhibit(4)-2 to The Banc Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2000, is hereby
    incorporated herein by reference.(4)-3

Indenture, dated as of September 7, 2000, by and among The
    Banc Corporation as issuer and State Street Bank and
    Trust Company of Connecticut, National Association, as
    Trustee, filed as Exhibit(4)-3 to The Banc Corporations
    Annual Report on
    Form 10-K
    for the year ended December 31, 2000, is hereby
    incorporated herein by reference.(4)-4

Placement Agreement, dated as of August 31, 2000, by and
    among The Banc Corporation, TBC Capital Statutory Trust II,
    Keefe Bruyette & Woods, Inc., and First Tennessee
    Capital Markets, filed as Exhibit(4)-4 to The Banc
    Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2000, is hereby
    incorporated herein by reference.(4)-5

Amended and Restated Declaration of Trust, dated as of
    July 16, 2001, by and among The Banc Corporation, The Bank
    of New York, David R. Carter, and James A. Taylor, Jr. filed as
    Exhibit(4)-5 to The Banc Corporations Registration
    Statement on
    Form S-4
    (Registration
    No. 333-69734)
    is hereby incorporated herein by reference.(4)-6

Guarantee Agreement, dated as of July 16, 2001, by The Banc
    Corporation and The Bank of New York filed as Exhibit(4)-6 to
    The Banc Corporations Registration Statement on
    Form S-4
    (Registration
    No. 333-69734)
    is hereby incorporated herein by reference.(4)-7

Indenture, dated as of July 16, 2001, by The Banc
    Corporation and The Bank of New York filed as Exhibit(4)-7 to
    The Banc Corporations Registration Statement on
    Form S-4
    (Registration
    No. 333-69734)
    is hereby incorporated herein by reference.(4)-8

Placement Agreement, dated as of June 28, 2001, among TBC
    Capital Statutory Trust III, and The Banc Corporation and
    Sandler ONeill & Partners, L.P. filed as
    Exhibit(4)-8 to The Banc Corporations Registration
    Statement on
    Form S-4
    (Registration
    No. 333-69734)
    is hereby incorporated herein by reference.(4)-9

Indenture, dated March 23, 2000, by and between Community
    Bancshares, Inc. and The Bank of New York filed as
    Exhibit 4.4 to Community Bancshares
    Form 10-Q
    for the quarter ended March 31, 2000, is hereby
    incorporated herein by reference.(4)-10

Amended and Restated Declaration of Trust, dated March 23,
    2000, by and among The Bank of New York (Delaware), The Bank of
    New York, Community Bancshares, Inc. and Community (AL) Capital
    Trust I filed as Exhibit 10.1 to Community
    Bancshares
    Form 10-Q
    for the quarter ended March 31, 2000, is hereby
    incorporated herein by reference.(4)-11

Guarantee Agreement, dated March 23, 2000, by and between
    Community Bancshares, Inc. and The Bank of New York filed as
    Exhibit 10.2 to Community Bancshares
    Form 10-Q
    for the quarter ended March 31, 2000, is hereby
    incorporated herein by reference.(4)-12

Stock Purchase Agreement, dated January 24, 2005, between
    The Banc Corporation and the investors named therein, filed as
    Exhibit 4-1
    to The Banc Corporations Current Report on
    Form 8-K
    dated January 24, 2005, is hereby incorporated herein by
    reference.(4)-13

Registration Rights Agreement, dated January 24, 2005,
    between The Banc Corporation and the investors named therein,
    filed as
    Exhibit 4-2
    to The Banc Corporations Current Report on
    Form 8-K
    dated January 24, 2005, is hereby incorporated herein by
    reference.(4)-14

Indenture, dated as of December 15, 2005, by and between
    Peoples Community Bancshares, Inc. and Wilmington
    Trust Company.(4)-15

Placement Agreement, dated as of December 7, 2005, by and
    among Peoples Community Bancshares, Inc., Peoples Community
    Statutory Trust I, FTN Financial Capital Markets and Keefe,
    Bruyette & Woods, Inc.(4)-16

Guarantee Agreement, dated as of December 15, 2005, by and
    between Peoples Community Bancshares, Inc. and Wilmington
    Trust Company.(4)-17

Amended and Restated Declaration of Trust, dated as of
    December 15, 2005, by and among Wilmington
    Trust Company, Peoples Community Bancshares, Inc., Neil D.
    McCurry, Jr. and Dorothy S. Barth.(4)-18

Declaration of Trust, dated July 10, 2007, by and among
    Superior Bancorp, Wilmington Trust Company, Mark A.
    Tarnakow, William H. Caughran and Rick D. Gardner filed as
    Exhibit 4.01 to Superior Bancorps
    Form 10-Q
    for the quarter ended September 30, 2007. 116




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##### Table of Contents



(4)-19

Indenture, dated as of July 19, 2007, between Superior
    Bancorp and Wilmington Trust Company filed as
    Exhibit 4.02 to Superior Bancorps
    Form 10-Q
    for the quarter ended September 30, 2007.(4)-20

Guarantee Agreement, dated as of July 19, 2007, between
    Superior Bancorp and Wilmington Trust Company filed as
    Exhibit 4.03 to Superior Bancorps
    Form 10-Q
    for the quarter ended September 30, 2007.(4)-21

Placement Agreement, dated July 18, 2007, by and among
    Superior Bancorp, FTN Capital Markets and Keefe,
    Bruyette & Woods, Inc. filed as Exhibit 4.04 to
    Superior Bancorps
    Form 10-Q
    for the quarter ended September 30, 2007.(10)-1

Third Amended and Restated 1998 Stock Incentive Plan of The Banc
    Corporation, filed as Exhibit (10)-1 to The Banc
    Corporations Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, is hereby
    incorporated herein by reference.(10)-2

Commerce Bank of Alabama Incentive Stock Compensation Plan,
    filed as Exhibit(4)-3 to The Banc Corporations
    Registration Statement on
    Form S-8,
    dated February 22, 1999 (Registration
    No. 333-72747),
    is hereby incorporated herein by reference.(10)-3

Employment Agreement by and between The Banc Corporation and
    James A. Taylor, filed as Exhibit (10)-1 to The Banc
    Corporations Quarterly Report on
    Form 10-Q
    for quarter ended March 31, 2002 is hereby incorporated
    herein by reference.(10)-4

Deferred Compensation Agreement by and between The Banc
    Corporation and James A. Taylor, filed as Exhibit (10)-2 to The
    Banc Corporations Registration Statement on
    Form S-l
    (Registration
    No. 333-67011),
    is hereby incorporated herein by reference.(10)-5

Form of Deferred Compensation Agreement by and between The Banc
    Corporation and the individuals listed on Schedule A
    attached thereto filed as Exhibit (10)-11 to The Banc
    Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 1999, is hereby
    incorporated herein by reference.(10)-6

Form of Deferred Compensation Agreement by and between Superior
    Bank and the individuals listed on Schedule A attached
    thereto filed as Exhibit (10)-11 to The Banc Corporations
    Annual Report on
    Form 10-K
    for the year ended December 31, 1999, is hereby
    incorporated herein by reference.(10)-7

Agreement dated as of June 30, 2005, by and between The
    Banc Corporation and David R. Carter, filed as
    Exhibit 10-3
    to The Banc Corporations Current Report on
    Form 10-K
    dated July 21, 2005, is hereby incorporated herein by
    reference.(10)-8

Agreement, dated as of June 30, 2005, by and between The
    Banc Corporation and F. Hampton McFadden, Jr., filed as
    Exhibit 10-4
    to The Banc Corporations Current Report on
    Form 8-K
    dated July 21, 2005, is hereby incorporated herein by
    reference.(10)-9

Agreement, dated January 24, 2005, between The Banc
    Corporation and James A. Taylor, Sr., filed as
    Exhibit 10-3
    to The Banc Corporations Current Report on
    Form 8-K
    dated January 24, 2005, is hereby incorporated herein by
    reference.(10)-10

Agreement, dated January 24, 2005, between The Banc
    Corporation and James A. Taylor, Jr., filed as
    Exhibit 10-4
    to The Banc Corporations Current Report on
    Form 8-K
    dated January 24, 2005, is hereby incorporated herein by
    reference.(10)-11

Employment Agreement, dated January 24, 2005, by and
    between The Banc Corporation, The Bank and C. Stanley Bailey,
    filed as
    Exhibit 10-5
    to The Banc Corporations Current Report on
    Form 8-K
    dated January 24, 2005, is hereby incorporated herein by
    reference.(10)-12

Employment Agreement, dated January 24, 2005, by and
    between The Banc Corporation, The Bank and C. Marvin Scott,
    filed as
    Exhibit 10-6
    to The Banc Corporations Current Report on
    Form 8-K
    dated January 24, 2005, is hereby incorporated herein by
    reference.(10)-13

Employment Agreement, dated January 24, 2005, by and
    between The Banc Corporation, The Bank and Rick D. Gardner,
    filed as
    Exhibit 10-7
    to The Banc Corporations Current Report on
    Form 8-K
    dated January 24, 2005, is hereby incorporated herein by
    reference.(10)-14

Agreement and Plan of Merger between Kensington Bankshares, Inc.
    and The Banc Corporation, dated March 6, 2006, filed as
    Exhibit 10 to The Banc Corporations Current Report on
    Form 8-K
    dated March 6, 2006, is hereby incorporated herein by
    reference.(10)-15

Agreement and Plan of Merger between Community Bancshares, Inc.
    and The Banc Corporation, dated April 29, 2006, filed as
    Exhibit 2.01 to The Banc Corporations Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2006, is hereby
    incorporated herein by reference. 117




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##### Table of Contents



(10)-16

Agreement and Plan of Merger between Peoples Community
    Bancshares, Inc. and Superior Bancorp, dated January 18,
    2007, filed as Exhibit 10 to Superior Bancorps
    Current Report on
    Form 8-K
    dated January 18, 2007, is hereby incorporated herein by
    reference.(10)-17

Change in Control Agreement between The Banc Corporation and
    James C. Gossett dated April 1, 2002, filed as
    Exhibit (10)-17 to Superior Bancorps
    Form 10-K
    for the year ended December 31, 2006 is hereby incorporated
    herein by reference.(10)-18

Agreement between Superior Bank and William H. Caughran, dated
    August 31, 2006, filed as Exhibit 10.4 to Amendment
    No. 1 to Superior Bancorps Registration Statement on
    Form S-4
    (Registration
    No. 333-136419)
    is hereby incorporated herein by reference.(10)-19

Management Incentive Compensation Plan, filed as
    Exhibit 10.1 to The Banc Corporations Current Report
    on
    Form 8-K,
    dated April 26, 2005, is hereby incorporated herein by
    reference.(10)-20

Change in Control Agreement, dated March 10, 2008, by and
    among Superior Bancorp, Superior Bank and Mark A. Tarnakow.(10)-21

Change in Control Agreement, dated March 10, 2008, by and
    among Superior Bancorp, Superior Bank and William H. Caughran.(21)

Subsidiaries of Superior Bancorp.(23)-1

Consent of Grant Thornton, LLP.(23)-2

Consent of Carr, Riggs & Ingram, LLC.(31)

Certifications of Chief Executive Officer and Principal
    Financial Officer pursuant to
    Rule 13a-14(a).(32)

Certifications of Chief Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350.   Financial Statement Schedules.
  Form 10-K Form 10-K,
 118




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##### Table of Contents



SIGNATURES      By
    /s/  C.
    Stanley Bailey   Chief Executive Officer
    Form 10-K 11-K Form 10-K;
    Signature

Title

Date/s/  C.
    Stanley
    BaileyC.
    Stanley Bailey

Chairman of the Board and Chief Executive Officer (Principal
    Executive Officer) and Director

March 14, 2008/s/  Mark
    A.
    TarnakowMark
    A. Tarnakow

Chief Financial Officer (Principal Financial and Accounting
    Officer)

March 14, 2008/s/  Roger
    BarkerRoger
    Barker

Director

March 14, 2008/s/  K.
    Earl
    DurdenK.
    Earl Durden

Director

March 14, 2008/s/  Rick
    D.
    GardnerRick
    D. Gardner

Director

March 14, 2008/s/  Thomas
    E. Jernigan,
    Jr.Thomas
    E. Jernigan, Jr.

Director

March 14, 2008/s/  James
    Mailon Kent,
    Jr.James
    Mailon Kent, Jr.

Director

March 14, 2008/s/  Mark
    A.
    LeeMark
    A. Lee

Director

March 14, 2008/s/  James
    M.
    LinkJames
    M. Link

Director

March 14, 2008 119




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##### Table of Contents



Signature

Title

Date/s/  Peter
    L.
    LowePeter
    L. Lowe

Director

March 14, 2008/s/  John
    C.
    MetzJohn
    C. Metz

Director

March 14, 2008/s/  D.
    Dewey
    MitchellD.
    Dewey Mitchell

Director

March 14, 2008/s/  Barry
    MortonBarry
    Morton

Director

March 14, 2008/s/  Robert
    R. Parrish,
    Jr.Robert
    R. Parrish, Jr.

Director

March 14, 2008/s/  Charles
    W.
    Roberts, IIICharles
    W. Roberts, III

Director

March 14, 2008/s/  C.
    Marvin
    ScottC.
    Marvin Scott

Director

March 14, 2008/s/  James
    C. White,
    Sr.James
    C. White, Sr.

Director

March 14, 2008  120