4. The Participating Director acknowledges that he has had an opportunity to discuss the termsof the Plan and this Agreement with his attorneys, accountants, and financial and other advisors ifhe has so chosen and that he has executed this Agreement voluntarily and with full knowledge of itscontents, intending to be bound hereby.     5*. *This Agreement shall be governed by, and construed and interpreted in accordance with, thelaws of the State of Delaware, applied without giving affect to any conflicts-of-law principles.All prior negotiations and understandings with respect to the subject matter hereof, whether oralor in writing, and expressly including the Deferred Compensation Agreement, are merged into andsuperseded by this Agreement. This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed to be an original, but all of which taken together shall constitute one andthe same instrument.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.         THE BANC CORPORATION           By /s/ C. Stanley Bailey       C. Stanley Bailey      Chief Executive Officer         /s/ James Mailon Kent, Jr. James Mailon Kent, Jr.  
 

 
**EXHIBIT A**     1. Deferred Compensation Agreement, dated September 21, 1999, between TheBanc Corporation and James Mailon Kent, Jr., as amended by the First Amendment dated December 31,2004.     2. Deferred Compensation Agreement, dated November 9, 1999, between The Bankand James Mailon Kent, Jr., as amended by the First Amendment dated December 31, 2004.     3. Any other agreements between The Bane Corporation and/or The Bank and JamesMailon Kent, Jr. purporting to modify, amend or supplement the above-referenced Agreements orotherwise to provide for deferred compensation benefits.
 

 
**EXHIBIT B****THE BANC CORPORATION****SPECIAL ALTERNATIVE DEFERRED COMPENSATION PLAN****Section 1. Background and Purpose of Plan**     A. The Banc Corporation, a Delaware corporation (the “Corporation”) has previously enteredinto Deferred Compensation Agreements (“Old DCAs”) with certain directors and officers of theCorporation and/or its primary subsidiary, pursuant to which the Corporation and/or its subsidiaryagreed to make certain payments to such directors and officers upon the satisfaction of certainvesting periods and other conditions.     B. Certain directors or former directors of the Corporation or its subsidiary (“ParticipatingDirectors”) have become vested in benefits under the Old DCAs.     C. The Corporation and the Participating Directors have agreed that the Corporation maysatisfy its obligations to the Participating Directors by establishing this Special AlternativeDeferred Compensation Plan (the “Plan”) and crediting the account of each Participating Directorunder the Plan with an agreed-upon amount.**Section 2. Definitions**     As used in this Plan, the following terms shall have the meanings set forth below:     Account: A deferral account established for each Participating Director under thePlan, which Account shall be credited with the Initial Contribution for such Participating Directorand credited or charged with any fluctuation in the value of deemed investments directed by suchParticipating Director, including any dividends, distributions or other payments deemed to be madewith respect to such deemed investments.     Account Balance: With respect to a Participating Director, the amount deemed to becontained in such Participating Director’s Account at any time, based on the Initial Contribution,subsequent Investment Returns and any Distributions.     Administrative Agent: Such qualified investment/financial advisory firm as theCommittee may from time to time designate to provide day-to-day administration of the Plan, subjectto the authority and direction of the Committee. The initial Administrative Agent shall beTBG/Lynch, a wholly owned subsidiary of TBG Financial & Insurance Services Corp.     Benchmark Funds: Such mutual funds, proprietary funds or proprietary or publishedindices as may be determined by the Committee from time to time in which the amounts in eachDirector’s Account may be deemed to be invested. Unless and until otherwise determined by theCommittee, the Benchmark Funds will comprise (a) HIMCO (Hartford Investment Management
 

 
Division) Lehman Aggregate Bond Division; (b) HIMCO (Hartford Investment ManagementDivision) S&P Index Division 3; (c) Vanguard VIF Mid Cap Index Portfolio; (d) MorganStanley Emerging Markets Equity Portfolio (Class I Shares); and (e) American International FundClass 2.     Committee: The Compensation Committee of the Board of Directors of the Corporation,or any other committee that may be appointed from time to time by such Board of Directors for thepurpose of administration of the Plan.     Corporation: The Banc Corporation, a Delaware corporation, or any successor entitythereto.     Distributions: Cash distributions from a Participating Director’s Account.     Initial Contribution: The amount, expressed in dollars, initially credited to aParticipating Director’s Account at the initiation of the Plan.     Investment Returns: The deemed gains or losses allocable to a ParticipatingDirector’s Account based .on the performance of the Benchmark Funds in which such ParticipatingDirector’s Account Balance is deemed to be invested, as determined by the Administrative Agent.     Participating Director: An individual for whom an Account is established under thePlan.     Plan: This Special Alternative Deferred Compensation Plan, as it may be amended fromtime to time.     Plan Year: January 1 through December 31 in any calendar year beginning on or afterJanuary 1, 2006.**Section 3. Establishment of Accounts; Deemed Investments**     A. The Corporation will establish an Account for each Participating Director, and will creditto such Account the amount of such Participating Director’s Initial Contribution.     B. Each Participating Director shall specify one or more Benchmark Funds in which suchParticipating Director’s Account Balance shall be deemed to be invested. Each ParticipatingDirector may change the allocation among the Benchmark Funds of deemed investments in suchParticipating Director’s Account on a quarterly basis, by written notice given to theAdministrative Agent not later than 15 days before the end of any calendar quarter. All suchallocations, and any changes therein, shall be in whole percentage amounts.     C. Each Participating Director will be fully vested at all times in such ParticipatingDirector’s Account Balance.
 

 
     D. Investment Returns will be valued daily and recorded to each Account monthly by theAdministrative Agent.     E. No Investment Returns shall be credited to any Account after the last day of the tenth PlanYear, or such earlier date on which all Account Balances have been distributed.**Section 4. Distributions**     A. Each Participating Director may elect to take Distributions from such ParticipatingDirector’s Account Balance beginning at the end of the fifth Plan Year or beginning at the end ofthe tenth Plan Year. A Participating Director who has elected to take distributions at the end ofthe fifth Plan Year may defer such distributions until the end of the tenth Plan Year by givingwritten notice to the Administrative Agent not later than the last business day of the fourth PlanYear.     B. At the election of a Participating Director, such Participating Director may receiveDistributions in a lump sum or in either five or ten annual installments. A Participating Directormay change such election once by written notice given to the Administrative Agent by not later thanthe last business day of the fourth Plan Year.     C. If a Participating Director dies at a time when such Participating Director has a positiveAccount Balance, the Corporation shall pay the amount of such Account Balance to such ParticipatingDirector’s beneficiary or estate in a lump sum as soon as practicable after the date of death.**Section*****5.*****Unsecured Obligation of Corporation**     A. The Initial Contribution and all Investment Returns are deemed investments used to measurethe obligations of the Corporation under this Plan only and do not represent actual segregatedamounts. A Participating Director shall look only to the Corporation for the payment of any amountsdue hereunder, and shall have the status of a general unsecured creditor of the Corporation. TheInitial Contribution and all Investment Returns are assets of the Corporation and are subject tothe claims of creditors of the Corporation.     B. None of the Corporation, the Committee or The Administrative Agent makes anyrepresentation, warranty or guaranty that there will be positive Investment Returns, that aParticipating Director’s Account Balance will remain positive, or that the entire amount of theInitial Contribution may not be lost. No Participating Director shall have any claim against theCorporation, the Committee or the Administrative Agent as a result of the Investment Returns deemedcredited to such Participating Director’s Account or as a result of any diminution in value in suchAccount.**Section 6. Administration of the Plan** A. The Plan shall be administered by the Committee. The Committee has delegated
 

 
day-to-day responsibility for administration to the Administrative Agent. No ParticipatingDirector shall have any claim against the Administrative Agent unless such claim relates directlyto the willful misconduct of the Administrative Agent.     B. The Corporation shall pay all expenses of the Administrative Agent, and such expenses shallnot reduce any Account Balances.**Section 7. Amendment; Termination**     A. The Board of Directors of the Corporation may amend the Plan from time to time in itsdiscretion; provided, however, that no such amendment may reduce the amounts then credited to aParticipating Director’s Account.     B. The Board of Directors of the Corporation may terminate the Plan at any time, and upon suchtermination, each Participating Director shall receive a lump sum payment equal to the amount ofsuch Participating Director’s Account Balance as of the effective date of termination, payable assoon as practicable after such date.     C. A Participating Director may terminate his participation in the Plan upon 90 days’prior written notice to the Administrative Agent, and upon such termination, such ParticipatingDirector shall receive a lump sum payment equal to the amount of such Participating Director’sAccount Balance as of the effective date of termination, payable within 120 days after theAdministrative Agent’s receipt of such notice.