TABLE OF CONTENTS       Page **ARTICLE I**     **THE CLOSING; THE EXCHANGE OF CAPITAL SECURITIES FOR SERIES PREFERRED STOCK**     Section 1.1 The Capital Securities  1 Section 1.2 The Closing  1 Section 1.3 Interpretation  3      **ARTICLE II**     **EXCHANGE**     Section 2.1 Exchange  3 Section 2.2 Exchange Documentation  4      **ARTICLE III**     **REPRESENTATIONS AND WARRANTIES OF THE COMPANY**     Section 3.1 Existence and Power  4 Section 3.2 Authorization and Enforceability  4 Section 3.3 Valid Issuance of Capital Securities and Debentures  4 Section 3.4 Non-Contravention  5 Section 3 5 Representations and Warranties Regarding the Trust  6 Section 3.6 No Company Material Adverse Effect  6 Section 3.7 Offering of Securities  6 Section 3.8 Brokers and Finders  6      **ARTICLE IV**     **COVENANTS**     Section 4.1 Commercially Reasonable Efforts  6 Section 4.2 Expenses  7 Section 4.3 Exchange Listing  7 Section 4.4 Access, Information and Confidentiality  7 Section 4.5 Executive Compensation  7 Section 4.6 Certain Notifications Until Closing  8 Section 4.7 Tax Status of Debentures  8 Section 4.8 TIA Qualification  8 Section 4.9 Monthly Lending Reports  9 Section 4.10 Recapitalization  9 
i

 
       Page **ARTICLE V**         **ADDITIONAL AGREEMENTS**         Section 5.1 Unregistered Capital Securities  9 Section 5.2 Legend  10 Section 5.3 Certain Transactions  10 Section 5.4 Transfer of Capital Securities  10 Section 5.5 Registration Rights  10 Section 5.6 Restriction on Dividends and Repurchases  11 Section 5.7 Repurchase of Investor Securities  12 Section 5.8 Qualified Equity Offering  12 Section 5.9 Bank or Thrift Holding Company Status  12 Section 5.10 Compliance with Employ American WorkersAct  12      **ARTICLE VI**         **MISCELLANEOUS**         Section 6.1 Termination  12 Section 6.2 Survival of Representations andWarranties  13 Section 6.3 Amendment  13 Section 6.4 Waiver of Conditions  13 Section 6.5 Governing Law Submission toJurisdiction, Etc.  13 Section 6.6 Notices  13 Section 6.7 Definitions  14 Section 6.8 Assignment  15 Section 6.9 Severability  15 Section 6.10 No Third-Party Beneficiaries  15 Section 6.11 Entire Agreement, Etc.  16 Section 6.12 Counterparts and Facsimile  16 ii
 

 
   Defined Terms     Affiliate Section 6.7(b)Agreement PreambleBank Section 1.2(d)(iii)Base Indenture Section 1.2(d)(iii)Benefit Plans Section 1.2(d)(vii)Capital Securities RecitalsCapitalization Date Section 3.1(b)Closing Section 1.2(a)Closing Date Section 1.2(a)Common Securities RecitalsCommon Stock Section 4.10Company PreambleCompany Material Adverse Effect Section 6.7(c)Company Subsidiaries Section 4.4(a)Compensation Regulations Section 1.2(d)(vii)Debentures RecitalsDelaware Statutory Trust Act PreambleEAWA Section 5.10EESA Section 1.2(d)(vii)Exchange RecitalsFirst Supplemental Indenture Section 1.2(d)(iii)Governing Agreements Section 1.2(d)(iii)Governmental Entities Section 1.2(c)Guarantee Agreement Section 1.2(d)(iii)Indenture Section 1.2(d)(iii)Information Section 4.4(c)Investor PreambleJunior Stock Section 5.6(c)Parity Stock Section 5.6(c)Permitted Repurchases Section 5.6(a)(ii)Previously Disclosed Section 6.7(d)Relevant Period Section 1.2(d)(vii)SEC Section 4.10Section 4.5 Employee Section 4.5(b)Securities Purchase Agreement RecitalsSenior Executive Officers Section 1.2(d)(vii)Series A Preferred Stock RecitalsSeries A Shares Section 2.1Share Dilution Amount Section 5.6(a)(ii)Targeted Completion Date Section 4.10Transfer Section 5.4Trust PreambleTrust Agreement Section 1.2(d)(iii)Trust Indenture Act Section 4.9iii
 

 
     EXCHANGE AGREEMENT, dated as of December 11, 2009 (this “Agreement”) by and among**Superior Bancorp,**a Delaware corporation (the “Company”), **Superior Capital Trust II**(the“Trust”), a Delaware statutory trust created under the Delaware Statutory Trust Act (asdefined in the Trust Agreement), and the **United States Department of the Treasury**(the“Investor”). All capitalized terms used herein and not otherwise defined shall have therespective meanings ascribed to them in the Securities Purchase Agreement.BACKGROUND     WHEREAS, the Investor is, as of the date hereof, the beneficial owner of 69,000 sharesof the Company’s preferred stock designated as “Fixed Rate Cumulative Perpetual Preferred Stock,Series A”, having a liquidation amount of $1,000 per share (the “Series A PreferredStock”);     WHEREAS, the Company issued the Series A Preferred Stock pursuant to a Securities PurchaseAgreement, dated December 5, 2008 (the “Securities Purchase Agreement”), betweenthe Company and the Investor;     WHEREAS, the Company, the Trust and the Investor desire to exchange 69,000 newly issuedcapital securities of the Trust (the “Capital Securities”), with a liquidation amount of$1,000 per capital security, for the 69,000 shares of the Series A Preferred Stock beneficiallyowned and held by the Investor, on the terms and subject to the conditions set forth herein (the“Exchange”); and     WHEREAS, in connection with the Exchange, the Trust proposes to use the Series A PreferredStock, together with the proceeds of the issuance and sale by the Trust to the Company of $100,000 aggregate liquidation amount of its Fixed Rate Common Securities (the “CommonSecurities”), to purchase $69,100,000 aggregate principal amount of the Debentures (as definedin the First Supplemental Indenture).     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in thisAgreement, the receipt and sufficiency of which are hereby acknowledged, and intending to belegally bound, the parties hereby agree as follows:**ARTICLE I****THE CLOSING; THE EXCHANGE OF CAPITAL SECURITIES FOR SERIES PREFERRED STOCK**     Section 1.1 **The Capital Securities****.**     The Capital Securities are being issued to the Investor in the Exchange pursuant to ArticleII hereof. The shares of Series A Preferred Stock exchanged for the Capital Securities pursuant toArticle II hereof are being reacquired by the Company and shall have the status of authorized butunissued shares of preferred stock of the Company undesignated as to series and may be designatedor redesignated and issued or reissued, as the case may be, as part of any series of preferredstock of the Company; *provided that*such shares shall not be reissued as shares of Series APreferred Stock.     Section 1.2 **The Closing****.**     (a) The closing of the Exchange (the “Closing”) will take place at the offices ofHaskell Slaughter Young & Rediker, LLC, 1400 Park Place Tower, 2001 Park Place North, Birmingham,Alabama 35203, at 9:00 a.m., CST on the business day after the day on which all of the conditionsset forth in Sections 1.2(c) and (d) are satisfied or waived (other than those conditions that bytheir terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver ofthose conditions), or at such other place, time and date as shall be agreed between the Companyand the Investor. The time and date on which the Closing occurs is referred to in this Agreementas the “Closing Date”.
1

 
     (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.2,at the Closing (i) the Trust will deliver the Capital Securities to the Investor, as evidenced byone or more certificates dated the Closing Date and registered in the name of the Investor or itsdesignee(s), (ii) the Investor will deliver the certificate representing the Series A Shares to theTrust, (iii) the Trust will use the Series A Shares, together with the proceeds of the issuance andsale by the Trust to the Company of $100,000 aggregate liquidation amount of Common Securities topurchase $69,100,000 aggregate principal amount of the Debentures and (iv) the Company will deliverto the Trust Debentures having an aggregate principal amount of $69,100,000.     (c) The respective obligations of each of the Investor, the Trust and the Company toconsummate the Exchange are subject to the fulfillment (or waiver by the Company, the Trust and theInvestor, as applicable) prior to the Closing of the conditions that (i) any approvals orauthorizations of all United States and other governmental, regulatory or judicial authorities(collectively, “Governmental Entities”) required for the consummation of the Exchange shallhave been obtained or made in form and substance reasonably satisfactory to each party and shall bein full force and effect and all waiting periods required by United States and other applicablelaw, if any, shall have expired and (ii) no provision of any applicable United States or other lawand no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummationof the Exchange as contemplated by this Agreement.     (d) The obligation of the Investor to consummate the Exchange is also subject to thefulfillment (or waiver by the Investor) at or prior to the Closing of each of the followingconditions:     (i) (A) the representations and warranties of the Company set forth in (x) Sections3.4 and3.6 of this Agreement shall be true and correct in all respects as though made on and as ofthe Closing Date and (y) Sections 3.1, 3.2, 3.3, 3.5, 3.7 and 3.8 of this Agreement shallbe true and correct in all material respects as though made on and as of the Closing Date(other than representations and warranties that by their terms speak as of another date,which representations and warranties shall be true and correct in all material respects asof such other date) and (B) the Company shall have performed in all material respects allobligations required to be performed by it under this Agreement at or prior to the Closing;     (ii) the Investor shall have received a certificate signed on behalf of the Company bya senior executive officer certifying to the effect that the conditions set forth inSection 1.2(d)(i) have been satisfied;     (iii) the Investor shall have received an amount equal to all accrued and unpaiddividends on the Series A Shares to, but excluding, the Closing Date in cash to an accountdesignated by the Investor;     (iv) the Company shall have delivered to the Investor the Amended and RestatedDeclaration of Trust and Trust Agreement, in substantially the form attached hereto asAnnex A (the “TrustAgreement”), among the Company, The Bank of New YorkMellon Trust Company, N.A., a national banking association, as property trustee (the“Bank”), BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delawaretrustee, and James A. White, an individual, and William H. Caughran, an individual, asadministrative trustees, and the several Holders (as defined in the Trust Agreement), theGuarantee Agreement, in substantially the form attached hereto as Annex B (the“Guarantee Agreement”), between the Company and the Bank, as guarantee trustee, andthe First Supplemental Indenture, in substantially the form attached hereto as Annex C (the“First Supplemental Indenture”), between the Company and the Bank, astrustee, which amends and supplements the Indenture in substantially the form attachedhereto as Annex C (the “Base Indenture”), between the Company and the Bank; theBase Indenture and the First Supplemental Indenture are together referred to herein as the“Indenture”; the Trust Agreement, the Guarantee Agreement and the Indenture arecollectively referred to herein as the “Governing Agreements”;     (v) the Trust shall have delivered certificates in proper form or, with the priorconsent of the Investor, evidence in book-entry form, evidencing the Capital Securities tothe Investor or its designee(s);     (vi) the Company shall have delivered to the Investor written opinions from outsidecounsel to the Company, addressed to the Investor and dated as of the Closing Date, insubstantially the forms attached hereto as Annexes D-1 and D-2; and
2

 
     (vii) (A) the Company shall have effected such changes to its compensation, bonus,incentive and other benefit plans, arrangements and agreements (including golden parachute,severance and employment agreements) (collectively, “Benefit Plans”) with respectto its Senior Executive Officers (and to the extent necessary for such changes to belegally enforceable, each of its Senior Executive Officers shall have duly consented inwriting to such changes), as may be necessary, during the period beginning with theCompany’s receipt of any “financial assistance” (as such term is defined in theCompensation Regulations), and ending on the last date upon which any obligation of theCompany arising from such financial assistance remains outstanding (disregarding anywarrants to purchase common stock of the Company that the Investor may be holding) (suchperiod, the “Relevant Period”), in order to comply with Section 111 of theEmergency Economic Stabilization Act of 2008, as amended by the American Recovery andReinvestment Act of 2009, or otherwise from time to time (“EESA”), as implementedby any guidance, rule or regulation thereunder, as the same shall be in effect from time totime (collectively, the “Compensation Regulations”) and (B) the Investor shall havereceived a certificate signed on behalf of the Company by a senior executive officercertifying to the effect that the condition set forth in Section 1.2(d)(vi)(A) has beensatisfied; “Senior Executive Officers “ means the Company’s “senior executiveofficers” as defined in Section 111 of the EESA and the Compensation Regulations issued orto be issued thereunder, including the rules set forth in 31 CFR Part 30 or any rules thatreplace 31 CFR Part 30.     Section 1.3 **Interpretation**.     When a reference is made in this Agreement to “Recitals,” “Articles,” “Sections,” “Annexes” or“Schedules” such reference shall be to a Recital, Article or Section of, or Annex or Schedule to,this Agreement, unless otherwise indicated. The terms defined in the singular have a comparablemeaning when used in the plural, and vice versa. References to“herein”, “hereof”, “hereunder” andthe like refer to this Agreement as a whole and not to any particular section or provision, unlessthe context requires otherwise. The table of contents and headings contained in this Agreement arefor reference purposes only and are not part of this Agreement. Whenever the words “include,”“includes” or “including” are used in this Agreement, they shall be deemed followed by the words“without limitation.” No rule of construction against the draftsperson shall be applied inconnection with the interpretation or enforcement of this Agreement, as this Agreement is theproduct of negotiation between sophisticated parties advised by counsel. All references to “$” or“dollars” mean the lawful currency of the United States of America. Except as expressly stated inthis Agreement, all references to any statute, rule or regulation are to the statute, rule orregulation as amended, modified, supplemented or replaced from time to time (and, in the case ofstatutes, include any rules and regulations promulgated under the statute) and to any section ofany statute, rule or regulation include any successor to the section. References to a “businessday” shall mean any day except Saturday, Sunday and any day on which banking institutions in NewYork, New York, Birmingham, Alabama or Wilmington, Delaware generally are authorized or required bylaw, regulation or executive order to remain closed or are customarily closed.**ARTICLE II****EXCHANGE**     Section 2.1 **Exchange**.     On the terms and subject to the conditions set forth in this Agreement, (a) the Company andthe Trust agree to issue the Capital Securities to the Investor in exchange for 69,000 shares ofSeries A Preferred Stock beneficially owned and held by the Investor (such shares, the “SeriesA Shares”), and (b) the Investor agrees to deliver to the Trust the Series A Shares inexchange for the Capital Securities.
3

 
     Section 2.2 **Exchange Documentation****.**     Settlement of the Exchange will take place on the Closing Date, at which time the Investorwill cause delivery of the Series A Shares to the Trust or its designated agent and the Companyand the Trust will cause delivery of the Capital Securities to the Investor or its designatedagent.**ARTICLE III****REPRESENTATIONS AND WARRANTIES OF THE COMPANY**     Except as Previously Disclosed, the Company represents and warrants to Investor as of thedate hereof and as of the Closing Date that:     Section 3.1 **Existence and Power****.**     (a) Organization,Authority and Significant Subsidiaries. The Company is dulyorganized, validly existing and in good standing under the laws of the State of Delaware and hasall necessary power and authority to own, operate and lease its properties and to carry on itsbusiness as it is being currently conducted, and except as has not, individually or in theaggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, hasbeen duly qualified as a foreign corporation for the transaction of business and is in goodstanding under the laws of each other jurisdiction in which it owns or leases properties orconducts any business so as to require such qualification; each subsidiary of the Company that is a“significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the SecuritiesAct has been duly organized and is validly existing in good standing under the laws of itsjurisdiction of organization. The Charter and bylaws of the Company, copies of which have beenprovided to the Investor prior to the date hereof, are true, complete and correct copies of suchdocuments as in full force and effect as of the date hereof.     (b) Capitalization. The authorized capital stock of the Company, and the outstandingcapital stock of the Company (including securities convertible into, or exercisable or exchangeablefor, capital stock of the Company) as of the most recent fiscal month-end preceding the date hereof(the “Capitalization Date”) is set forth on Schedule A. The outstanding shares of capitalstock of the Company have been duly authorized and are validly issued and outstanding, fully paidand nonassessable, and subject to no preemptive rights (and were not issued in violation of anypreemptive rights). Except as provided in the Warrant, as of the date hereof, the Company does nothave outstanding any securities or other obligations providing the holder the right to acquireCommon Stock that is not reserved for issuance as specified on Schedule A, and the Company has notmade any other commitment to authorize, issue or sell any Common Stock. Since the CapitalizationDate, the Company has not issued any shares of Common Stock other than (i) shares issued upon theexercise of stock options or delivered under other equity-based awards or other convertiblesecurities or warrants which were issued and outstanding on the Capitalization Date and disclosedon Schedule A and (ii) shares disclosed on Schedule A.     Section 3.2**Authorization and Enforceability****.**     (a) The Company has the corporate power and authority to execute and deliver this Agreementand the Governing Agreements and to carry out its obligations hereunder and thereunder.     (b) The execution, delivery and performance by the Company of this Agreement and the GoverningAgreements and the consummation of the transactions contemplated hereby and thereby, have been dulyauthorized by all necessary corporate action on the part of the Company and, if any, itsstockholders, and no further approval or authorization is required on the part of the Company. ThisAgreement and the Governing Agreements are valid and binding obligations of the Company,enforceable against the Company in accordance with its and their terms, subject to the BankruptcyExceptions.     Section 3.3 **Valid Issuance of Capital Securities and Debentures****.**
4

 
     (a) The Capital Securities have been duly and validly authorized by all necessary action, and,when issued and delivered pursuant to this Agreement, such Capital Securities will be duly andvalidly issued and fully paid and nonassessable, will not be issued in violation of any preemptiverights, will represent nonassessable undivided beneficial interests in the assets of the Trust,will be entitled to the benefits of the Trust Agreement and the Guarantee Agreement and will notsubject the holder thereof to personal liability.     (b) The Debentures have been duly and validly authorized by the Company and, when issued anddelivered pursuant to the Indenture, such Debentures will have been duly executed, authenticated,issued and delivered, will constitute valid and legally binding obligations of the Company,enforceable against the Company in accordance with their terms, subject to the BankruptcyExceptions, will be in the form contemplated by, and entitled to the benefits of, the Indenture,and will have the ranking set forth in the Indenture.     Section 3.4 **Non-Contravention**.     (a) The execution, delivery and performance by the Company of this Agreement, the GoverningAgreements, and the consummation of the transactions contemplated hereby and thereby, andcompliance by the Company with the provisions hereof and thereof, will not (A) violate, conflictwith, or result in a breach of any provision of, or constitute a default (or an event which, withnotice or lapse of time or both, would constitute a default) under, or result in the terminationof, or accelerate the performance required by, or result in a right of termination or accelerationof, or result in the creation of, any lien, security interest, charge or encumbrance upon any ofthe properties or assets of the Company or any Company Subsidiary under any of the terms,conditions or provisions of (i) its organizational documents or (ii) any note, bond, mortgage,indenture, deed of trust, license, lease, agreement or other instrument or obligation to which theCompany or any Company Subsidiary is a party or by which it or any Company Subsidiary may be bound,or to which the Company or any Company Subsidiary or any of the properties or assets of the Companyor any Company Subsidiary may be subject, or (B) subject to compliance with the statutes andregulations referred to in the next paragraph, violate any statute, rule or regulation or anyjudgment, ruling, order, writ, injunction or decree applicable to the Company or any CompanySubsidiary or any of their respective properties or assets except, in the case of clauses (A)(ii)and (B), for those occurrences that, individually or in the aggregate, have not had and would notreasonably be expected to have a Company Material Adverse Effect.     (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC,such filings and approvals as are required to be made or obtained under any state “blue sky” lawsand such consents and approvals that have been made or obtained, no notice to, filing with,exemption or review by, or authorization, consent or approval of, any Governmental Entity isrequired to be made or obtained by the Company in connection with the consummation by the Companyof the Exchange except for any such notices, filings, exemptions, reviews, authorizations, consentsand approvals the failure of which to make or obtain would not, individually or in the aggregate,reasonably be expected to have a Company Material Adverse Effect.     (c) Except as would not, individually or in the aggregate, reasonably be expected to have aCompany Material Adverse Effect, (A) the execution, delivery and performance by the Company of thisAgreement and the consummation of the transactions contemplated hereby (including for this purposethe consummation of the Exchange) and compliance by the Company with the provisions hereof will not(1) result in any payment (including any severance payment, payment of unemployment compensation,“excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as definedin the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness orotherwise) becoming due to any current or former employee, officer or director of the Company orany Company Subsidiary from the Company or any Company Subsidiary under any benefit plan orotherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in anyacceleration of the time of payment or vesting of any such benefits, (4) require the funding orincrease in the funding of any such benefits or (5) result in any limitation on the right of theCompany or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets fromany benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken,or permitted to be taken, any action that required, and no circumstances exist that will requirethe funding, or increase in the funding, of any benefits or resulted, or will result, in anylimitation on the right of the Company or any Company Subsidiary to amend, merge, terminate orreceive a reversion of assets from any benefit plan or related trust.
5

 
     Section 3.5 **Representations and Warranties Regarding the Trust****.**     (a) The Trust has been duly created, is validly existing in good standing as a statutory trustunder the Delaware Statutory Trust Act and is and will be treated as a “grantor trust” for federalincome tax purposes under existing law.     (b) The Trust has the statutory trust power and authority to conduct its business ascontemplated by this Agreement and the Trust Agreement and is not required to be authorized to dobusiness in any other jurisdiction.     (c) The execution, delivery and performance of this Agreement and the Trust Agreement havebeen duly authorized by the Trust, and this Agreement and the Trust Agreement will constitute validand legally binding instruments of the Trust, enforceable against the Trust in accordance theirterms, subject to the Bankruptcy Exceptions. The Trust is not and will not be a party to orotherwise be bound by any agreement other than the Governing Agreements and those entered into inconnection with the issuance of the Capital Securities and the Common Securities.     (d) The administrative trustees of the Trust are officers of the Company and have been dulyauthorized by the Company to execute and deliver the Trust Agreement.     (e) The Trust is not now, nor after giving effect to the transactions contemplated hereby willbe, and the Trust is not controlled by, or acting on behalf of any person which is, an “investmentcompany” within the meaning of the Investment Company Act of 1940, as amended.     Section 3.6 **No Company Material Adverse Effect****.**     Since September 30, 2009, no fact, circumstance, event, change, occurrence, condition ordevelopment has occurred that, individually or in the aggregate, has had or would reasonably belikely to have a Company Material Adverse Effect, except as disclosed on Schedule B.     Section 3.7 **Offering of Securities****.**     Neither the Company nor any person acting on its behalf has taken any action (including anyoffering of any securities of the Company under circumstances which would require the integrationof such offering with the offering of the Capital Securities under the Securities Act and the rulesand regulations of the SEC promulgated thereunder), which might subject the offering, issuance orsale of the Capital Securities to the Investor pursuant to this Agreement to the registrationrequirements of the Securities Act.     Section 3.8 **Brokers and Finders****.**     No broker, finder or investment banker is entitled to any financial advisory, brokerage,finder’s or other fee or commission in connection with this Agreement or the transactionscontemplated hereby based upon arrangements made by or on behalf of the Company or any CompanySubsidiary for which the Investor could have any liability.**ARTICLE IV****COVENANTS**     Section 4.1 **Commercially Reasonable Efforts****.**     Subject to the terms and conditions of this Agreement, each of the parties will use itscommercially reasonable efforts in good faith to take, or cause to be taken, all actions, and todo, or cause to be done, all things necessary, proper or desirable, or advisable under applicablelaws, so as to permit consummation of the Exchange as promptly as practicable and otherwise toenable consummation of the transactions contemplated hereby and shall use commercially reasonableefforts to cooperate with the other party to that end.
6

 
     Section 4.2 **Expenses****.**     If requested by the Investor, the Company shall pay all reasonable out-of-pocket anddocumented costs and expenses associated with the Exchange, including (i) the reasonable fees,disbursements and other charges of Venable LLP, as counsel to the Investor, and (ii) the reasonablefees, disbursements and other charges of the trustees for the Capital Securities and theDebentures.     Section 4.3 **Exchange Listing****.**     If requested by the Investor, the Company and the Trust shall, at the Company’s expense,cause the Capital Securities, to the extent the Capital Securities comply with applicable listingrequirements, and, after distribution thereof, the Debentures, to be listed on the Nasdaq GlobalMarket, subject to official notice of issuance, and shall maintain such listing for so long as anyCommon Stock is listed on such exchange. At the Investor’s request, the Company agrees to takesuch action as may be necessary to change the minimum denominations of the Capital Securities to$25 or such other amount as the Investor shall reasonably request.     Section 4.4 **Access**, **Information and Confidentiality****.**     (a) From the date hereof until the date when the Investor no longer holds any debt or equitysecurities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, theCompany will permit the Investor and its agents, consultants, contractors and advisors (i) actingthrough the Company’s Appropriate Federal Banking Agency, to examine the corporate books and makecopies thereof and to discuss the affairs, finances and accounts of the Company and thesubsidiaries of the Company (the “Company Subsidiaries”) with the principal officers of theCompany, all upon reasonable notice and at such reasonable times and as often as the Investor mayreasonably request and (ii) to review any information material to the Investor’s investment in theCompany provided by the Company to its Appropriate Federal Banking Agency.     (b) From the date hereof until the date when the Investor no longer holds any debt or equitysecurities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, theCompany will permit, and will cause the Company Subsidiaries to permit the Investor and its agents,consultants, contractors access to personnel and any books, papers, records or other data, in eachcase, to the extent relevant to ascertaining compliance with the financing terms and conditions.     (c) The Investor will use reasonable best efforts to hold, and will use reasonable bestefforts to cause its agents, consultants, contractors, advisors, and United States executive branchofficials and employees, to hold, in confidence all non-public records, books, contracts,instruments, computer data and other data and information (collectively, “Information”)concerning the Company furnished or made available to it by the Company or its representativespursuant to this Agreement (except to the extent that such information can be shown to have been(i) previously known by such party on a non-confidential basis, (ii) in the public domain throughno fault of such party or (iii) later lawfully acquired from other sources by the party to which itwas furnished (and without violation of any other confidentiality obligation)); *provided*thatnothing herein shall prevent the Investor from disclosing any Information to the extent required byapplicable laws or regulations or by any subpoena or similar legal process. The Investorunderstands that the Information may contain commercially sensitive confidential informationentitled to an exception from a Freedom of Information Act request.     (d) Nothing in this Section shall be construed to limit the authority that the SpecialInspector General of the Troubled Asset Relief Program, the Comptroller General of the UnitedStates or any other applicable regulatory authority has under law.     Section 4.5 **Executive Compensation****.**     (a) Benefit Plans. During the Relevant Period, the Company shall take all necessaryaction to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, asimplemented by the Compensation Regulations, and shall not adopt anynew Benefit Plan (i) that doesnot comply therewith or (ii) that does not expressly state and require that such Benefit Plan andany compensation thereunder shall be subject to any relevant Compensation Regulations adopted,issued or released on or after the date any such Benefit Plan is adopted. To the
7

 
extent that EESA and/or the Compensation Regulations are amended or otherwise change duringthe Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Companyshall effect such changes to its Benefit Plans as promptly as practicable after it has actualknowledge of such changes in order to be in compliance with this Section 4.5(a) (and shall bedeemed to be in compliance for a reasonable period to effect such changes).     (b) Additional Waivers. After the Closing Date, in connection with the hiring orpromotion of a Section 4.5 Employee or otherwise, to the extent any Section 4.5 Employee shall nothave executed a waiver with respect to the application to such Section 4.5 Employee of theCompensation Regulations, the Company shall use its best efforts to (i) obtain from such Section4.5 Employee a waiver in a form satisfactory to the Investor and (ii) deliver such waiver to theInvestor as promptly as possible, in each case, within sixty days of the Closing Date or, if later,within sixty days of such Section 4.5 Employee becoming subject to the requirements of thissection. “Section 4.5 Employee” means (A) each Senior Executive Officer and (B)each additional highly-compensated employee of the Company or its Affiliates subject to thelimitations set forth in subsection 111(b)(3)(D) of the EESA and the Compensation Regulations.     (c) Clawback. In the event that any Section 4.5 Employee receives a payment incontravention of the provisions of this Section 4.5, the Company shall promptly provide suchindividual with written notice that the amount of such payment must be repaid to the Company infull within fifteen business days following receipt of such notice or such earlier time as may berequired by the Compensation Regulations and shall promptly inform the Investor (i) upondiscovering that a payment in contravention of this Section 4.5 has been made and (ii) followingthe repayment to the Company of such amount and shall take such other actions as may be necessaryto comply with the Compensation Regulations.     (d) Limitation on Deductions. During the Relevant Period, the Company agrees that itshall not claim a deduction for remuneration for federal income tax purposes in excess of $500,000for each Senior Executive Officer that would not be deductible if Section 162(m)(5) of the Codeapplied to the Company.     (e) Amendment to Prior Agreement. The parties agree that, effective as of the datehereof, Section 4.10 of the Securities Purchase Agreement shall be amended in its entirety byreplacing such Section 4.10 with the provisions set forth in this Section 4.5 and any termsincluded in this Section 4.5 that are not otherwise defined in the Securities Purchase Agreementshall have the meanings ascribed to such terms in this Agreement.     Section 4.6 **Certain Notifications Until Closing****.**     From the date hereof until the Closing, the Company shall promptly notify the Investor of (i)any fact, event or circumstance of which it is aware and which would reasonably be likely to causeany representation or warranty of the Company contained in this Agreement to be untrue orinaccurate in any material respect or to cause any covenant or agreement of the Company containedin this Agreement not to be complied with or satisfied in any material respect and (ii) except asPreviously Disclosed, any fact, circumstance, event, change, occurrence, condition or developmentof which the Company is aware and which, individually or in the aggregate, has had or wouldreasonably be likely to have a Company Material Adverse Effect; *provided, however,*that deliveryof any notice pursuant to this Section 4.6 shall not limit or affect any rights of or remediesavailable to the Investor; *provided, further,*that a failure to comply with this Section 4.6 shallnot constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2to be satisfied unless the underlying Company Material Adverse Effect or material breach wouldindependently result in the failure of a condition set forth in Section 1.2 to be satisfied.     Section 4.7 **Tax Status of Debentures****.**     The Company agrees that, for so long as any Debentures are outstanding, it will not claim adeduction for interest on the Debentures for federal, state, foreign or other income tax purposes.     Section 4.8 **TIA Qualification****.**     In connection with any registration pursuant to Section 5.5, the Company agrees to (i)qualify the Governing Agreements under the Trust Indenture Act of 1939, as amended, and the rulesand regulations of the SEC
8

 
promulgated thereunder (together, the “Trust Indenture Act”), and (ii) ensure thatthe Governing Agreements comply in all material respects with the applicable requirements of theTrust Indenture Act.     Section 4.9 **Monthly Lending Reports****.**     During the Relevant Period, the Company will detail in monthly reports submitted to theInvestor the information required by the CPP Monthly Lending Reports, as published onwww.financialstability.gov from time to time.     Section 4.10 **Recapitalization****.**     The Company has informed the Investor that the Company intends to pursue certain othertransactions described below (the “Other Transactions”) each with a target date for consummationas indicated (a “Targeted Completion Date”):     (a) the exchange of $12 million in face amount of the outstanding capital securities ofSuperior Capital Trust I that are privately held for shares of the Company’s common stock, parvalue per share of $.001 (the “Common Stock”) resulting in the extinguishment of the subordinateddebt issued by the Company in connection therewith with a Targeted Completion Date of January 31,2010;     (b) the exchange of $10 million in subordinated debt owed by the Company to one creditor forCommon Stock with a Targeted Completion Date of January 31, 2010; and     (c) a follow-on public offering of Common Stock projected to result in net proceeds to theCompany of approximately $100 million with a Targeted Completion Date of February 28, 2010(assuming no review by the Securities and Exchange Commission (“SEC”) of the Company’s RegistrationStatement on Form S-1) or April 30, 2010 (assuming there is a review by the SEC).     The Company will use its best efforts to consummate all the Other Transactions by theapplicable Targeted Completion Date. Until all the Other Transactions have been consummated (or theCompany and Investor agree that one or more of the Other Transactions is no longer susceptible toconsummation on terms and conditions that are in the Company’s best interest), the Company shallprovide the Investor with a reasonably detailed written report regarding the status of each of theOther Transactions at least once every two weeks and more frequently if reasonably requested by theInvestor; provided, however, that if any one or more of the Other Transactions is not consummatedby the time of its Targeted Completion Date, the Company shall, with respect to any suchnon-consummated Other Transaction, (x) within five business days after the Targeted Completion Datefor such Other Transaction provide to the Investor a reasonably detailed written description of thestatus of such Other Transaction including the Company’s best estimate of the steps and timeline tocomplete such Other Transaction (the “Status Report”) and (y) thereafter, no less frequently thanmonthly and more frequently if reasonably requested by the Investor until such Other Transactionshave been consummated, provide to the Investor an updated version of the Status Report.**ARTICLE V****ADDITIONAL AGREEMENTS**     Section 5.1 **Unregistered Capital Securities****.**     The Investor acknowledges that the Capital Securities have not been registered under theSecurities Act or under any state securities laws. The Investor (a) is acquiring the CapitalSecurities pursuant to an exemption from registration under the Securities Act solely forinvestment with no present intention to distribute them to any person in violation of theSecurities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise disposeof any of the Capital Securities, except in compliance with the registration requirements orexemption provisions of the Securities Act and any applicable U.S. state securities laws and (c)has such knowledge and experience in financial and business matters and in investments of this typethat it is capable of evaluating the merits and risks of the Exchange and of making an informedinvestment decision.
9

 
     Section 5.2 **Legend****.**     (a) The Investor agrees that all certificates or other instruments representing the CapitalSecurities will bear a legend substantially to the following effect:     “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHEROBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANYOTHER GOVERNMENTAL AGENCY.     THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BETRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETOIS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROMREGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THISINSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION *5*OF THESECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BYTHIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONALBUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELLOR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO AREGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THESECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO APERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDERTHE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THESECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OFTHIS LEGEND.”     (b) In the event that any Capital Securities (i) become registered under the Securities Act or(ii) are eligible to be transferred without restriction in accordance with Rule 144 or anotherexemption from registration under the Securities Act (other than Rule 144A), the Company shallissue new certificates or other instruments representing such Capital Securities, which shall notcontain the applicable legend in Section 5.2(a) above; *provided*that the Investor surrenders to theCompany the previously issued certificates or other instruments.     Section 5.3 **Certain Transactions****.**     The Company will not merge or consolidate with, or sell, transfer or lease all orsubstantially all of its property or assets to, any other party unless the successor, transfereeor lessee party (or its ultimate parent entity), as the case may be (if not the Company),expressly assumes the due and punctual performance and observance of each and every covenant,agreement and condition of this Agreement and the Governing Agreements to be performed andobserved by the Company.     Section 5.4 **Transfer of Capital Securities****.**     Subject to compliance with applicable securities laws, the Investor shall be permitted totransfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the CapitalSecurities at any time, and the Company shall take all steps as may be reasonably requested by theInvestor to facilitate the Transfer of the Capital Securities.     Section 5.5 **Registration Rights****.**
10

 
     The Capital Securities shall be Registrable Securities and, upon their issuance, theprovisions of Section 4.5 of the Securities Purchase Agreement shall be applicable to them,including with the benefit, to the extent available, of the tacking of any holding period from thedate of issuance of the Series A Preferred Stock.     Section 5.6 **Restriction on Dividends and Repurchases****.**     (a) Until such time as the Investor ceases to own any debt or equity securities of the Companyor an Affiliate of the Company acquired pursuant to this Agreement, neither the Company nor anyCompany Subsidiary shall, without the consent of the Investor:     (i) declare or pay any dividend or make any distribution on the Common Stock (other than(A) regular quarterly cash dividends of not more than the amount of the last quarterly cashdividend per share declared or, if lower, publicly announced an intention to declare, on theCommon Stock prior to October 14, 2008, as adjusted for any stock split, stock dividend,reverse stock split, reclassification or similar transaction, (B) dividends payable solelyin shares of Common Stock and (C) dividends or distributions of rights or Junior Stock inconnection with a stockholders’ rights plan); or     (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock orother equity securities of any kind of the Company, or any trust preferred securitiesissued by the Company or any Affiliate of the Company, other than (A) redemptions,purchases or other acquisitions of the Capital Securities (which purchases shall be made ona pro rata basis, as provided in Section 5.6(b)),(B) redemptions, purchases or other acquisitions of shares of Common Stock or other JuniorStock, in each case in this clause (B) in connection with the administration of any employeebenefit plan in the ordinary course of business (including purchases to offset the ShareDilution Amount pursuant to a publicly announced repurchase plan) and consistent with pastpractice; provided that any purchases to offset the Share Dilution Amount shall in no eventexceed the Share Dilution Amount, (C) purchases or other acquisitions by a broker-dealersubsidiary of the Company solely for the purpose of market-making, stabilization or customerfacilitation transactions in trust preferred securities of the Company or an Affiliate ofthe Company, Junior Stock or Parity Stock in the ordinary course of its business, (D)purchases by a broker-dealer subsidiary of the Company of trust preferred securities orcapital stock of the Company or an Affiliate of the Company for resale pursuant to anoffering by the Company of such trust preferred securities or capital stock underwritten bysuch broker-dealer subsidiary, (E) any redemption or repurchase of rights pursuant to anystockholders’ rights plan, (F) the acquisition by the Company or any of the CompanySubsidiaries of record ownership in Junior Stock, Parity Stock or trust preferred securitiesof the Company or an Affiliate of the Company for the beneficial ownership of any otherpersons (other than the Company or any other Company Subsidiary), including as trustees orcustodians, and (G) the exchange or conversion of Junior Stock for or into other JuniorStock or of Parity Stock or trust preferred securities of the Company or an Affiliate of theCompany for or into other Parity Stock (with the same or lesser aggregate liquidationamount) or Junior Stock, in each case set forth in this clause (G), solely to the extentrequired pursuant to binding contractual agreements entered into prior to the date hereof orany subsequent agreement for the accelerated exercise, settlement or exchange thereof forCommon Stock (clauses (C) and (F), collectively, the “Permitted Repurchases”).“Share Dilution Amount” means the increase in the number of diluted sharesoutstanding (determined in accordance with GAAP, and as measured from the date of theCompany’s most recently filed consolidated financial statements prior to the Closing Date)resulting from the grant, vesting or exercise of equity-based compensation to employees andequitably adjusted for any stock split, stock dividend, reverse stock split,reclassification or similar transaction.     (b) Until such time as the Investor ceases to own any Capital Securities, the Company shallnot repurchase any Capital Securities from any holder thereof, whether by means of open marketpurchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless it offersto repurchase a ratable portion of the Capital Securities then held by the Investor on the sameterms and conditions.     (c) “Junior Stock” means Common Stock and any other class or series of stock of theCompany the terms of which expressly provide that it ranks junior to the Capital Securities as todividend rights and/or as to rights on liquidation, dissolution or winding up of the Company.“Parity Stock” means any class or series of stock of the Company the terms of which do notexpressly provide that such class or series will rank senior or junior to the
11

 
Capital Securities as to dividend rights and/or as to rights on liquidation, dissolution orwinding up of the Company (in each case without regard to whether dividends accrue cumulatively ornon-cumulatively).     (d) The parties agree that, effective as of the date hereof, Section 4.8 of the SecuritiesPurchase Agreement shall be amended in its entirety by replacing such Section 4.8 with theprovisions set forth in this Section 5.6 and any terms included in this Section 5.6 that are nototherwise defined in the Securities Purchase Agreement shall have the meanings ascribed to suchterms in this Agreement.     Section 5.7 **Repurchase of Investor Securities****.**     From and after the date of this Agreement, the agreements set forth in Section 4.9 of theSecurities Purchase Agreement shall be applicable only following the redemption in whole of theCapital Securities held by the Investor or the Transfer by the Investor of all of the CapitalSecurities held by the Investor to one or more third parties not affiliated with the Investor.     Section 5.8 **Qualified Equity Offering****.**     The Company and the Investor agree, for the avoidance of doubt, that none of the transactionscontemplated by this Agreement (including, without limitation, the issuance of the Debentures)shall be deemed a Qualified Equity Offering under the Securities Purchase Agreement or theWarrant.     Section 5.9 **Bank or Thrift Holding Company Status****.**     (a) The Company shall maintain its status as a Savings and Loan Holding Company (or, ifpermitted to become a Bank Holding Company in accordance with Subsection (b), such status) for aslong as the Investor owns any debt or equity securities of the Company or an Affiliate of theCompany acquired pursuant to this Agreement.     (b) The Company may become a Bank Holding Company in accordance with the requirements of theBank Holding Company Act and applicable regulations, provided that it has duly fulfilled anycommitments to or other requirements or obligations imposed by the Office of Thrift Supervision.     Section 5.10 **Compliance with Employ American Workers Act****.**     Until the Company is no longer deemed a recipient of funding under Title I of EESA or Section13 of the Federal Reserve Act for purposes of the EAWA, as the same may be determined pursuant toany regulations or other legally binding guidance promulgated under EAWA, the Company shallcomply, and the Company shall take all necessary action to ensure that its subsidiaries comply, inall respects with the provisions of the EAWA and any regulations or other legally binding guidancepromulgated under the EAWA. “EAWA” means the Employ American Workers Act (Section 1611 ofDivision A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No.111-5, effective as of February 17, 2009, as may be amended and in effect from time to time.**ARTICLE VI****MISCELLANEOUS**     Section 6.1 **Termination****.**     This Agreement may be terminated at any time prior to the Closing:     (a) by either the Investor or the Company if the Closing shall not have occurred by the 30thcalendar day following the date hereof; *provided, however,*that in the event the Closing has notoccurred by such 30th calendar day, the parties will consult in good faith to determine whether toextend the term of this Agreement, it being understood that the parties shall be required toconsult only until the fifth day after such 30th calendar day and not be under any obligation toextend the term of this Agreement thereafter; *provided further*that the right to
12

 
terminate this Agreement under this Section 6.1(a) shall not be available to any party whosebreach of any representation or warranty or failure to perform any obligation under this Agreementshall have caused or resulted in the failure of the Closing to occur on or prior to such date;     (b) by either the Investor or the Company in the event that any Governmental Entity shall haveissued an order, decree or ruling or taken any other action restraining, enjoining or otherwiseprohibiting the transactions contemplated by this Agreement and such order, decree, ruling or otheraction shall have become final and nonappealable; or     (c) by the mutual written consent of the Investor and the Company.     In the event of termination of this Agreement as provided in this Section 6.1, this Agreementshall forthwith become void and there shall be no liability on the part of either party heretoexcept that nothing herein shall relieve either party from liability for any breach of thisAgreement.     Section 6.2 **Survival of Representations and Warranties****.**     The representations and warranties of the Company and the Trust made herein or in anycertificates delivered in connection with the Closing shall survive the Closing withoutlimitation.     Section 6.3 **Amendment****.**     No amendment of any provision of this Agreement will be effective unless made in writing andsigned by an officer or a duly authorized representative of each of the Company and the Investor;*provided*that the Investor may unilaterally amend any provision of this Agreement to the extentrequired to comply with any changes after the date hereof in applicable federal statutes. Nofailure or delay by any party in exercising any right, power or privilege hereunder shall operateas a waiver thereof nor shall any single or partial exercise thereof preclude any other or furtherexercise of any other right, power or privilege. The rights and remedies herein provided shall becumulative of any rights or remedies provided by law.     Section 6.4 **Waiver of Conditions****.**     The conditions to each party’s obligation to consummate the Exchange are for the sole benefitof such party and may be waived by such party in whole or in part to the extent permitted byapplicable law. No waiver will be effective unless it is in a writing signed by a duly authorizedofficer of the waiving party that makes express reference to the provision or provisions subjectto such waiver.     Section 6.5 **Governing Law; Submission to Jurisdiction, Etc****.**     This Agreement will be governed by and construed in accordance with the federal law of theUnited States if and to the extent such law is applicable, and otherwise in accordance with thelaws of the State of New York applicable to contracts made and to be performed entirely within suchState. Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and venue ofthe United States District Court for the District of Columbia and the United States Court ofFederal Claims for any and all civil actions, suits or proceedings arising out of or relating tothis Agreement or the Governing Agreements (except with respect to the Trust Agreement in whichcase each of the parties hereto agrees to submit to the non-exclusive jurisdiction of such courts)or the Exchange contemplated hereby and (b) that notice may be served upon (i) the Company at theaddress and in the manner set forth for notices to the Company in Section 6.6 and (ii) the Investorin accordance with federal law. To the extent permitted by applicable law, each of the partieshereto hereby unconditionally waives trial by jury in any civil legal action or proceeding relatingto this Agreement or the Governing Agreements or the Exchange contemplated hereby.     Section 6.6 **Notices**.     Any notice, request, instruction or other document to be given hereunder by any party to theother will be in writing and will be deemed to have been duly given (a) on the date of delivery ifdelivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second businessday following the date of dispatch if delivered
13

 
by a recognized next day courier service. All notices hereunder shall be delivered as setforth below or pursuant to such other instructions as may be designated in writing by the party toreceive such notice.If to the Company or the Trust: