**TABLE OF CONTENTS**       Page **ARTICLE I**     **DEFINITIONS**     Section 1.1 Definition of Terms  2      **ARTICLE II**     **GENERAL TERMS AND CONDITIONS OF THE DEBENTURES**     Section 2.1 Designation and Principal Amount  3 Section 2.2 No Maturity  3 Section 2.3 Form and Payment  3 Section 2.4 Global Debenture  4 Section 2.5 Interest  5 Section 2.6 Forms of Declaration and Guarantee Agreement  6 Section 2.7 Events of Default  6      **ARTICLE III**     **REDEMPTION OF THE DEBENTURES**     Section 3.1 Optional Redemption  6 Section 3.2 Redemption Procedures  6 Section 3.3 No Sinking Fund  6      **ARTICLE IV**     **EXTENSION OF INTEREST PAYMENT PERIOD** Section 4.1 Extension of Interest Payment Period  7 Section 4.2 Notice of Extension  7 Section 4.3 Limitation of Transactions  8 
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       Page **ARTICLE V**     **EXPENSES**Section 5.1 Payment of Expenses  8 Section 5.2 Payment Upon Resignation or Removal  9      **ARTICLE VI**     **COVENANT TO LIST ON EXCHANGE**     Section 6.1 Listing on an Exchange  9 **ARTICLE VII**     **FORM OF DEBENTURE**Section 7.1 Form of Debenture  10      **ARTICLE VIII**     **ORIGINAL ISSUE OF DEBENTURES**     Section 8.1 Original Issue of Debentures  10      **ARTICLE IX**     **MISCELLANEOUS**     Section 9.1 Ratification of Indenture  10 Section 9.2 Trustee Not Responsible for Recitals  10 Section 9.3 Governing Law  10 Section 9.4 Separability  11 Section 9.5 Counterparts  11 
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     **FIRST SUPPLEMENTAL INDENTURE,**dated as of December 11, 2009 (the “*First SupplementalIndenture*”), between **SUPERIOR BANCORP,**a Delaware corporation (hereinafter sometimes called the“*Company*”), and **THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,**a national banking association,as trustee (hereinafter sometimes called the “*Trustee*”) under the Indenture dated as of December11, 2009 between the Company and the Trustee (the “*Indenture*”)*.*     **WHEREAS,**the Company executed and delivered the Indenture to the Trustee to provide for thefuture issuance of the Company’s unsecured junior subordinated debentures to be issued from timeto time in one or more series as might be determined by the Company under the Indenture, in anunlimited aggregate principal amount which may be authenticated and delivered as provided in theIndenture;     **WHEREAS,**pursuant to the terms of the Indenture, the Company desires to provide for theestablishment of a new series of such securities to be known as its Fixed Rate Perpetual JuniorSubordinated Debentures, Series A (the “*Debentures*”), the form and substance of such Debenturesand the terms, provisions and conditions thereof to be set forth as provided in the Indenture andthis First Supplemental Indenture;     **WHEREAS,**the Company and Superior Capital Trust II, a Delaware statutory trust (the “*Trust*”),propose to exchange for outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A,$1,000 liquidation preference per share, of the Company (the “*Series A Preferred Stock*”)$69,000,000 aggregate liquidation amount of the Trust’s Fixed Rate Capital Securities (the “*CapitalSecurities*”), representing preferred undivided beneficial interests in the assets of the Trust, andthe Trust proposes to use the Series A Preferred Stock, together with the proceeds of the issuanceand sale by the Trust to the Company of $100,000 aggregate liquidation amount of its Fixed RateCommon Securities (the “*Common Securities*”), to purchase $69,100,000 aggregate principal amount ofthe Debentures; and     **WHEREAS,**the Company has requested that the Trustee execute and deliver this FirstSupplemental Indenture and all requirements necessary to make this First Supplemental Indenture avalid instrument in accordance with its terms, and to make the Debentures, when executed by theCompany, and authenticated and delivered by the Trustee, the valid obligations of the Company,have been performed, and the execution and delivery of this First Supplemental Indenture has beenduly authorized in all respects.
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     **NOW THEREFORE,**in consideration of the purchase and acceptance of the Debentures by theHolders thereof, and for the purpose of setting forth, as provided in the Indenture, the form andsubstance of the Debentures and the terms, provisions and conditions thereof, the Company covenantsand agrees with the Trustee as follows:**ARTICLE I****DEFINITIONS**     *Section 1.1 Definition of Terms.*     Unless the context otherwise requires:     (a) a term defined in the Indenture has the same meaning when used in this First SupplementalIndenture;     (b) a term defined anywhere in this First Supplemental Indenture has the same meaningthroughout;     (c) the singular includes the plural and vice versa;     (d) a reference to a Section or Article is to a Section or Article of this First SupplementalIndenture;     (e) headings are for convenience of reference only and do not affect interpretation;     (f) the following terms have the meanings given to them in the Declaration: (i) CapitalSecurities Certificate; (ii) Delaware Trustee; (iii) Distributions; (iv) Exchange Agreement; (v)Guarantee; (vi) Property Trustee; and (vii) Trust Securities; and     (g) the following terms have the meanings given to them in this Section 1.1(g):     “*Appropriate Federal Banking Agency*” means the “appropriate Federal banking agency” withrespect to the Company as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C.Section 1813(q)), or any successor provision.     “*Common Stock*” means the common stock, par value $0.001 per share, of the Company.     “*Compound Interest*” shall have the meaning set forth in Section 4.1.     “*Coupon Rate*” shall have the meaning set forth in Section 2.5(a).     “*Creditor*” shall have the meaning set forth in Section 5.1.     “*Declaration*” means the Amended and Restated Declaration of Trust and Trust Agreement ofSuperior Capital Trust II, a Delaware statutory trust, dated as of December 11, 2009.     “ *Deferred Interest*” shall have the meaning set forth in Section 4.1.
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     “*Dissolution Event*” means the dissolution of the Trust and distribution of the Debenturesheld by the Property Trustee *pro rata*to the holders of the Trust Securities in liquidation ofsuch holders’ interests in the Trust in accordance with the Declaration, such event to occur atthe option of the Company at any time upon the terms and conditions set forth in the Declaration.     “*Extended Interest Payment Period*” shall have the meaning set forth in Section 4.1.     “*Global Debenture*” shall have the meaning set forth in Section 2.4(a).     “*Holder*” means any person in whose name at the time a Debenture is registered on the SecurityRegister.     “*Interest Payment Date*” shall have the meaning set forth in Section 2.5(a).     “*Interest Period*” means the period beginning on (and including) the date of issue and endingon (but excluding) the first Interest Payment Date and each successive period beginning on (andincluding) the Interest Payment Date and ending on (but excluding) the next succeeding InterestPayment Date.     “*Non Book-Entry Capital Securities*” shall have the meaning set forth in Section 2.4(a).     “*Redemption Price*” shall have the meaning set forth in Section 3.1.**ARTICLE II****GENERAL TERMS AND CONDITIONS OF THE DEBENTURES**     *Section 2.1 Designation and Principal Amount.*     There is hereby authorized a series of Debt Securities designated as the “Fixed Rate PerpetualJunior Subordinated Debentures, Series A”, in aggregate principal amount of $69,100,000.     *Section 2.2 No Maturity.*     The Debentures shall be perpetual, but shall be redeemable as provided in Article III andsubject to acceleration as provided in Article V of the Indenture.     *Section 2.3 Form and Payment.*     Except as provided in Section 2.4, the Debentures shall be issued in fully registeredcertificated form without interest coupons. Principal and interest on the Debentures issued incertificated form will be payable, the transfer of such Debentures will be registrable and suchDebentures will be exchangeable for Debentures bearing identical terms and provisions at the officeor agency of the Trustee in Birmingham, Alabama; *provided, however,*that payment of interest may bemade at the option of the Company by check mailed to the Holder entitled thereto at such address asshall appear in the Security Register or by wire transfer to an account appropriately designated bythe Holder entitled thereto. Notwithstanding the foregoing, so long as the Holder of any Debenturesis the Property Trustee, the payment of the principal of and
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interest (including Compound Interest and Additional Interest, if any) on such Debentures held bythe Property Trustee will be made at such place and to such account as may be designated by theProperty Trustee.     *Section 2.4 Global Debenture.*     (a) In connection with a Dissolution Event,     (i) the Debentures in certificated form may be presented to the Trustee by theProperty Trustee in exchange for a global Debenture in an aggregate principal amount equalto the aggregate principal amount of all outstanding Debentures (a “*Global Debenture*”), tobe registered in the name of the Depositary, or its nominee, and delivered by the Trusteeto the Depositary for crediting to the accounts of its participants pursuant to theinstructions of the Administrative Trustees. The Company upon any such presentation shallexecute a Global Debenture in such aggregate principal amount and deliver the same to theTrustee for authentication and delivery in accordance with the Indenture and this FirstSupplemental Indenture. Payments on the Debentures issued as a Global Debenture will bemade to the Depositary; and     (ii) if any Capital Securities are held in non book-entry certificated form *(*“*NonBook-Entry Capital Securities*”), the Debentures in certificated form may be presented tothe Trustee by the Property Trustee and any Capital Security Certificate which representsNon Book-Entry Capital Securities will be deemed to represent beneficial interests inDebentures presented to the Trustee by the Property Trustee having an aggregate principalamount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securitiesuntil such Capital Security Certificates are presented to the Security registrar fortransfer or reissuance, at which time such Non Book-Entry Capital Security Certificateswill be canceled and a Debenture, registered in the name of the holder of the CapitalSecurity Certificate or the transferee of the holder of such Capital Security Certificate,as the case may be, with an aggregate principal amount equal to the aggregate liquidationamount of the Capital Security Certificate canceled, will be executed by the Company anddelivered to the Trustee for authentication and delivery in accordance with the Indentureand this First Supplemental Indenture. Any Debentures exchanged for Capital Securitiesrepresented by a Capital Securities Certificate bearing the legend set forth in Section 5.4of the Declaration shall bear such legend and the last paragraph of such Section 5.4 shallapply, *mutatis mutandis,*to such Debentures. On issue of such Debentures, Debentures withan equivalent aggregate principal amount that were presented by the Property Trustee to theTrustee will be deemed to have been canceled.     (b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary toanother nominee of the Depositary or by a nominee of the Depositary to the Depositary or anothernominee of the Depositary, or to a successor Depositary selected or approved by the Company or to anominee of such successor Depositary. The Depositary shall initially be The Depository TrustCompany, New York, New York.     (c) Except as otherwise provided in or pursuant to this First Supplemental Indenture, a GlobalDebenture shall be exchangeable for Debentures in definitive registered form only if
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(i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositaryand a successor Depositary is not appointed by the Company within 90 days of the date the Companyis so informed in writing or becomes aware of such condition, (ii) the Depository ceases to beregistered as a “clearing agency” under the Securities Exchange Act of 1934, as amended, (iii) anEvent of Default, as defined in the Indenture, has occurred and is continuing with respect to theDebentures, or (iv) the Company, in its sole discretion, determines that the Debentures shall nolonger be represented by such Global Debenture. Upon the occurrence of any of (i) through (iv)above, the Company shall execute and, subject to Article II of the Indenture, the Trustee, uponwritten notice from the Company, shall authenticate and deliver the Debentures in definitiveregistered form without coupons, in authorized denominations, and in an aggregate principal amountequal to the principal amount of the Global Debenture in exchange for such Global Debenture. In theevent the Company determines that the Debentures shall no longer be represented by a GlobalDebenture pursuant to clause (iv) above, the Company shall execute and, subject to Section 3.05 ofthe Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determinationby the Company, shall authenticate and deliver the Debentures in definitive registered form withoutcoupons, in authorized denominations, and in an aggregate principal amount equal to the principalamount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of theGlobal Debenture for such Debentures in definitive registered form without coupons, in authorizeddenominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitiveregistered form issued in exchange for the Global Debenture shall be registered in such names andin such authorized denominations as the Depositary, pursuant to instructions from its direct orindirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such DebtSecurities to the Depositary for delivery to the Persons in whose names such Debt Securities are soregistered.     *Section 2.5 Interest.*     (a) Each Debenture will bear interest at a rate of (A) 5.00% *per annum*for the period from andincluding December 11, 2009 to but excluding February 15, 2014, and (B) 9.00% *per annum*thereafter(the “*Coupon Rate*”) until the principal thereof is paid or made available for payment, and to theextent that payment of such interest is enforceable under applicable law, on any overdueinstallment of interest at the applicable Coupon Rate, compounded quarterly, payable quarterly inarrears on each February 15, May 15, August 15 and November 15 (each, an “*Interest Payment Date*”), commencing on February 15, 2010, to the Person in whose name such Debenture or any predecessorDebenture is registered at the close of business on the relevant record date, which will be, aslong as the Capital Securities are in book-entry form (or, if no Capital Securities remainoutstanding, as long as the Debentures remain in book-entry form), one Business Day prior to therelevant Interest Payment Date and, in the event the Capital Securities are not in book-entry form(or, if no Capital Securities remain outstanding, in the event the Debentures are not in book-entryform), the last day of the month next preceding each Interest Payment Date, except as otherwiseprovided pursuant to the provisions of Article IV.     (b) The amount of interest payable for any period less than a full quarterly interest periodshall be computed on the basis of a 360-day year of twelve 30-day months and the actual dayselapsed in a partial month in such period. The amount of interest payable for any full quarterlyinterest period shall be computed by dividing the applicable rate *per annum*by four. In the eventthat any date on which interest is payable on the Debentures is not a Business Day,
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then payment of interest payable on such date will be made on the next succeeding day which is aBusiness Day (and without any interest or other payment in respect of any such delay).     *Section 2.6 Forms of Declaration and Guarantee Agreement.*     The Declaration shall be substantially in the form set forth in Exhibit B and the GuaranteeAgreement shall be substantially in the form set forth in Exhibit C.     *Section 2.7 Events of Default*     The Event of Default described in Section 5.1(d) of the Indenture shall not apply to theDebentures.**ARTICLE III****REDEMPTION OF THE DEBENTURES**     *Section 3.1 Optional Redemption.*     The Debentures are redeemable at the option of the Company at any time, subject to theapproval of the Appropriate Federal Banking Agency, at a redemption price (the “*Redemption Price*”)equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (includingCompound Interest, if any) to the date of redemption.     *Section 3.2 Redemption Procedures.*     Notice of any redemption will be mailed at least 30 days but not more than 60 days before theredemption date to each Holder of Debentures to be prepaid at its registered address. Unless theCompany defaults in payment of the Redemption Price, on and after the redemption date interestshall cease to accrue on such Debentures called for redemption. If the Debentures are onlypartially redeemed pursuant to Section 3.1, the Debentures will be redeemed *pro rata*or by lot orby any other method utilized by the Trustee; *provided*that if at the time of redemption theDebentures are registered as a Global Debenture, the Depositary shall determine, in accordancewith its procedures, the principal amount of such Debentures held by each Depositary participantto be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the dateof such redemption or at such earlier time as the Company determines; *provided*that the Companyshall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., NewYork time, on the date such Redemption Price is to be paid.     *Section 3.3 No Sinking Fund.*     The Debentures are not entitled to the benefit of any sinking fund.
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**ARTICLE IV****EXTENSION OF INTEREST PAYMENT PERIOD**     This Article IV and the provisions set forth in the form of Debenture, but not the provisionsof Section 3.13 of the Indenture, shall apply to the deferral of interest on the Debentures:     *Section 4.1 Extension of Interest Payment Period.*     Provided that no Event of Default has occurred and is continuing, the Company shall have theright, at any time and from time to time during the term of the Debentures, to defer payments ofinterest by extending the interest payment period of such Debentures for a period not exceeding 20consecutive quarterly periods (the “*Extended Interest Payment Period*”), during which ExtendedInterest Payment Period no interest shall be due and payable. To the extent permitted by applicablelaw, interest, the payment of which has been deferred because of the extension of the interestpayment period pursuant to this Section 4.1, will bear interest thereon at the Coupon Ratecompounded quarterly for each quarter of the Extended Interest Payment Period (“*CompoundInterest*”)*.*At the end of the Extended Interest Payment Period, the Company shall pay all interestaccrued and unpaid on the Debentures, including any Compound Interest (together, “*DeferredInterest*”) that shall be payable to the Holders in whose names the Debentures are registered in theSecurity Register on the record date for the first Interest Payment Date after the end of theExtended Interest Payment Period. Before the termination of any Extended Interest Payment Period,the Company may further extend such period, *provided*that such period together with all suchprevious or further extensions thereof shall not exceed 20 consecutive quarterly periods. Upon thetermination of any Extended Interest Payment Period and upon the payment of all Deferred Interestthen due, the Company may commence a new Extended Interest Payment Period, subject to the foregoingrequirements. No interest shall be due and payable during an Extended Interest Payment Period,except at the end thereof, but the Company may prepay at any time all or any portion of theinterest accrued during an Extended Interest Payment Period.     *Section 4.2 Notice of Extension.*     (a) If the Property Trustee is the only registered Holder at the time the Company selects anExtended Interest Payment Period, the Company shall give written notice to the Property Trustee andthe Trustee of its selection of such Extended Interest Payment Period one Business Day before theearlier of (i) the next succeeding date on which Distributions on the Trust Securities issued bythe Trust are payable, or (ii) if the Debentures are then listed on the Nasdaq National Market orother national securities exchange, the date the Company is required to give notice of the recorddate, or the date such Distributions are payable to such organization or to holders of the CapitalSecurities issued by the Trust.     (b) If the Property Trustee is not the only Holder at the time the Company selects an ExtendedInterest Payment Period, the Company shall give the Holders of the Debentures notice of itselection of such Extended Interest Payment Period not later than the tenth Business Day prior tothe next succeeding Interest Payment Date; *provided*that if the Debentures are then
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listed on the Nasdaq National Market or other national securities exchange and the Company isrequired to give notice of the record date or the Interest Payment Date to such organization or toHolders of the Debentures prior to such date, the Company shall give notice of its election atleast one Business Day prior to the date it is required to give such notice of the record date.     (c) The quarterly period in which any notice is given pursuant to paragraphs (a) or (b) ofthis Section 4.2 shall be counted as one of the 20 quarterly periods permitted in the maximumExtended Interest Payment Period permitted under Section 4.1.     *Section 4.3 Limitation of Transactions.*     If the Company shall exercise its right to defer payment of interest as provided in Section4.1 and the Extended Interest Payment Period is continuing, the Company shall be subject to thelimitations set forth in Section 10.8 of the Indenture.**ARTICLE V****EXPENSES**     *Section 5.1 Payment of Expenses.*     In connection with the offering, sale and issuance of the Debentures to the Property Trusteeand in connection with the sale of the Trust Securities by the Trust (including the exchange ofthe Capital Securities for the Series A Preferred Stock), the Company, in its capacity as borrowerwith respect to the Debentures, shall:     (a) pay all costs and expenses relating to the offering, sale and issuance of the TrustSecurities and the Debentures, including any exchange fees payable pursuant to the ExchangeAgreement and compensation of the Trustee under the Indenture in accordance with the provisions ofSection 6.7 of the Indenture;     (b) be responsible for and shall pay all debts and obligations (other than with respect to theTrust Securities) and all costs and expenses of the Trust (including, but not limited to, costs andexpenses relating to the organization, maintenance and dissolution of the Trust, the fees andexpenses (including reasonable counsel fees and expenses) of the Property Trustee, the DelawareTrustee and the Administrative Trustees (including any amounts payable under Article VIII of theDeclaration), the costs and expenses relating to the operation of the Trust, including withoutlimitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services,expenses for printing and engraving and computing or accounting equipment, paying agent(s),exchange rate agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone andother telecommunications expenses and costs and expenses incurred in connection with theacquisition, financing and disposition of Trust assets and the enforcement by the Property Trusteeof the rights of the holders of the Capital Securities issued by the Trust);     (c) be liable for any indemnification obligations arising with respect to the Declaration; and
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     (d) pay any and all taxes (other than United States withholding taxes attributable to theTrust or its assets) and all liabilities, costs and expenses with respect to such taxes of theTrust.     The Company’s obligations under this Section 5.1 shall be for the benefit of, and shall beenforceable by, any Person to whom such debts, obligations, costs, expenses and taxes are owed (a“*Creditor*”) whether or not such Creditor has received notice hereof. Any such Creditor may enforcethe Company’s obligations under this Section 5.1 directly against the Company and the Companyirrevocably waives any right or remedy to require that any such Creditor take any action againstthe Trust or any other Person before proceeding against the Company. The Company agrees to executesuch additional agreements as may be necessary or desirable in order to give full effect to theprovisions of this Section 5.1.     The provisions of this Section shall survive the resignation or removal of the Trustee andthe satisfaction and discharge of this First Supplemental Indenture.     *Section 5.2 Payment Upon Resignation or Removal.*     Upon termination of this First Supplemental Indenture or the Indenture or the removal orresignation of the Trustee, unless otherwise stated, the Company shall pay to the Trustee allamounts accrued to the date of such termination, removal or resignation that are payable pursuantto Section 6.7 of the Indenture. Upon termination of the Declaration or the removal or resignationof the Delaware Trustee or the Property Trustee, as the case may be, pursuant to Section 8.10 ofthe Declaration, the Company shall pay to the Delaware Trustee or the Property Trustee, as thecase may be, all amounts accrued to the date of such termination, removal or resignation.**ARTICLE VI****COVENANT TO LIST ON EXCHANGE**     *Section 6.1 Listing on an Exchange.*     If the Debentures are distributed to the holders of the Trust Securities issued by the Trust,and the Capital Securities are then so listed, the Company will use its commercially reasonableefforts to list such Debentures on the Nasdaq National Market or with another organization onwhich the Capital Securities of the Trust are then listed.
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**ARTICLE VII****FORM OF DEBENTURE**     *Section 7.1 Form of Debenture.*     The Debentures, and the Trustee’s Certificate of Authentication to be endorsed thereon, areto be substantially in the forms attached hereto as Exhibit A.**ARTICLE VIII****ORIGINAL ISSUE OF DEBENTURES**     *Section 8.1 Original Issue of Debentures.*     Debentures in the aggregate principal amount of $69,100,000, may, upon execution of this FirstSupplemental Indenture or upon any written order of the Company setting forth the amount therefor,be executed by the Company and delivered to the Trustee for authentication, and the Trustee shallthereupon authenticate and deliver said Debentures to or upon the written order of the Company,signed by its Chairman of the Board, its President, any Senior Executive Vice President, anyExecutive Vice President or any Senior Vice President and its Secretary or any Assistant Secretary,without any further action by the Company.**ARTICLE IX****MISCELLANEOUS**     *Section 9.1 Ratification of Indenture.*     The Indenture, as supplemented by this First Supplemental Indenture, is in all respectsratified and confirmed, and this First Supplemental Indenture shall be deemed part of theIndenture in the manner and to the extent herein and therein provided.     *Section 9.2 Trustee Not Responsible for Recitals.*     The recitals herein contained are made by the Company and not by the Trustee, and the Trusteeassumes no responsibility for the correctness thereof. The Trustee makes no representation as tothe validity or sufficiency of this First Supplemental Indenture.     *Section 9.3 Governing Law.*     This First Supplemental Indenture and each Debenture shall be deemed to be a contract madeunder the internal laws of the State of New York, and for all purposes shall be construed inaccordance with the laws of such State without regard to conflicts of laws principles.
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     *Section 9.4 Separability.*     In case any one or more of the provisions contained in this First Supplemental Indenture or inthe Debentures shall for any reason be held to be invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect any other provisions of this FirstSupplemental Indenture or of the Debentures, but this First Supplemental Indenture and theDebentures shall be construed as if such invalid or illegal or unenforceable provision had neverbeen contained herein or therein.     *Section 9.5 Counterparts.*     This First Supplemental Indenture may be executed in any number of counterparts, each ofwhich shall be an original, but such counterparts shall together constitute but one and the sameinstrument.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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     **IN WITNESS WHEREOF,**the parties hereto have caused this First Supplemental Indenture to beduly executed by their respective officers thereunto duly authorized as of the day and year firstabove written.         **SUPERIOR BANCORP**           By: