Exhibit (10) - 31
 EXCHANGE AGREEMENT
and
PLAN OF REORGANIZATION
 by and among
 SUPERIOR BANCORP,
 SUPERIOR HOLDINGS, LLC
 AND
 KBW, INC.
 Dated as of January 20, 2010




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PageARTICLE ITHE SHARE EXCHANGESection 1.1 Share Exchange
    
    
    1Section 1.2 The Closing
    
    
    1Section 1.3 Interpretation
    
    
    3ARTICLE IIREPRESENTATIONS AND WARRANTIES OF THE INVESTORSection 2.1 Status
    
    
    3Section 2.2 Authorization, Enforceability
    
    
    3Section 2.3 Ownership
    
    
    4Section 2.4 Non-Contravention
    
    
    4Section 2.5 Investor Securities Law Representation
    
    
    4ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE COMPANYSection 3.1 Existence and Power
    
    
    5Section 3.2 Authorization and Enforceability
    
    
    6Section 3.3 Valid Issuance of Common Shares
    
    
    6Section 3.4 Non-Contravention
    
    
    6Section 3.5 No Company Material Adverse Effect
    
    
    7Section 3.6 Offering of Securities
    
    
    7Section 3.7 Brokers and Finders
    
    
    7Section 3.8 Company Financial Statements
    
    
    7Section 3.9 Proceedings
    
    
    7Section 3.10 Compliance with Laws; Permits
    
    
    7Section 3.11 Reports
    
    
    8ARTICLE IVCOVENANTSSection 4.1 Commercially Reasonable Efforts
    
    
    9Section 4.2 Expenses
    
    
    9Section 4.3 Exchange Listing
    
    
    9Section 4.4 Certain Notifications Until Closing
    
    
    9Section 4.5 Stockholders Meeting
    
    
    9
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PageSection 4.6 Publicity
    
    
    10Section 4.7 Withholding of Tax
    
    
    10ARTICLE VSECURITIES LAW CONSIDERATIONSARTICLE VIMISCELLANEOUSSection 6.1 Termination
    
    
    10Section 6.2 Survival of Representations and Warranties
    
    
    11Section 6.3 Amendment
    
    
    11Section 6.4 Waiver of Conditions
    
    
    11Section 6.5 Governing Law; Submission to Jurisdiction, Etc.
    
    
    11Section 6.6 Notices
    
    
    12Section 6.7 Definitions
    
    
    12Section 6.8 Assignment
    
    
    13Section 6.9 Severability
    
    
    14Section 6.10 No Third-Party Beneficiaries
    
    
    14Section 6.11 Entire Agreement, Etc.
    
    
    14Section 6.12 Counterparts and Facsimile
    
    
    14
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Defined TermsAffiliate
    
    Section 6.7(b)Agreement
    
    PreambleBankruptcy Event
    
    Section 6.7(c)Business Combination
    
    Section 6.8Capital Securities
    
    RecitalsCapitalization Date
    
    Section 3.1(b)Closing
    
    Section 1.2(a)Closing Date
    
    Section 1.2(a)Code
    
    RecitalsCommon Securities
    
    RecitalsCommon Shares
    
    Section 1.1Common Stock
    
    RecitalsCompany
    
    PreambleCompany
Material Adverse Effect
    
    Section 6.7(d)Company 10-K
    
    Section 3.8Covered Securities
    
    Section 4.8Exchange
    
    RecitalsExchange Act
    
    Section 6.7(g)Governmental Entities
    
    Section 1.2(c)Indenture
    
    Section 1.2(d)(iii)Investor
    
    PreambleInvestor Material Adverse Effect
    
    Section 2.4OTS
    
    Section 3.11Previously Disclosed
    
    Section 6.7(e)Proposals
    
    Section 4.5SEC
    
    Section 4.5Securities Act
    
    Section 6.7(f)Significant Subsidiaries
    
    Section 3.1Subsidiary
    
    PreambleTransfer
    
    Section 5.4Trust
    
    RecitalsTrust Agreement
    
    RecitalsTrust Shares
    
    Section 1.1
 
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Agreement Superior Bancorp, Company Superior Holdings, LLC, KBW, Inc. Investor
 BACKGROUND
 Capital Securities Trust Agreement
 Common Stock Exchange
 
  ARTICLE I
 THE SHARE EXCHANGE
 Share Exchange.
 Common Shares Trust
Shares
 The Closing.
 Closing
 1




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Closing Date
   Governmental Entities
        
 2




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Interpretation
  ARTICLE II
 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
  Status
  Authorization, Enforceability
  3




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Ownership
   Non-Contravention.
 Investor Material Adverse Effect
  Investor Securities Law Representation
  4




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(i)
    
    The Common Shares have not been approved or disapproved by the Securities
and Exchange Commission (the SEC) or any state securities
commission, nor has the SEC or any state securities commission
passed upon the accuracy or adequacy of any representations by the
Company; and(ii)
    
    In making an investment decision, the Investor must
rely on its own examination of the Company and the terms of the
proposed sale to the Investor of the Common Shares, including the
merits and risks involved. The Common Shares have not been recommended
by any federal or state securities commission or other regulatory
authority. Furthermore, the foregoing authorities have not confirmed
the accuracy or determined the adequacy of any representation by the
Company.
 ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SUBSIDIARY
  Existence and Power
 Organization, Authority and Significant Subsidiaries
 Capitalization Capitalization
Date
 
 5




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Authorization and Enforceability
   Valid Issuance of Common Shares
  Non-Contravention
   
 6




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No Company Material Adverse Effect
  Offering of Securities
  Brokers and Finders
  Company Financial Statements
 Company 10-K
  Proceedings
   Compliance with Laws; Permits
  7




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Reports
   OTS
  8




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ARTICLE IV
 COVENANTS
 Commercially Reasonable
Efforts
  Expenses
  Exchange Listing
  Certain Notifications Until Closing
 provided, however, provided, further,
 Stockholders Meeting
 SEC
 
 9




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Publicity
 Withholding of Tax
 ARTICLE V
 SECURITIES LAW CONSIDERATIONS
 
 ARTICLE VI
 MISCELLANEOUS
 Termination
  
 10




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provided, however,
    Survival of Representations and Warranties
  Amendment
 provided
 Waiver of Conditions
  Governing Law; Submission to Jurisdiction, Etc
 To the extent permitted by
applicable law, each of the parties hereto hereby unconditionally waives trial by jury in any
civil legal action or proceeding relating to this Agreement or the Exchange contemplated hereby.
 
 11




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Notices.
   jim.white@superiorbank.com     bill.caughran@superiorbank.com
  relg@hsy.com     klh@hsy.com
  KBW, Inc.  787 Seventh Avenue  11th Floor
 Definitions
  12




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Affiliate
 Bankruptcy Exceptions
 Company Material Adverse Effect provided, however,
 Previously Disclosed
 Securities Act
 Exchange Act
  Assignment
  13




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provided that
 Severability
  No Third-Party Beneficiaries
  Entire Agreement, Etc
  Counterparts and Facsimile
    14




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SUPERIOR BANCORPBy:
    

/s/ James A. WhiteName:
    
    James A. WhiteTitle:
    
    Chief Financial OfficerSUPERIOR HOLDINGS, LLCBy:
    
    Superior BancorpIts:
    
    MemberBy:
    
    /s/ James A. WhiteName:
    
    James A. WhiteTitle:
    
    Chief Financial OfficerKBW, INC.By:
    
    /s/ Robert GiambroneName:
    
    Robert GiambroneTitle:
    
    Executive Vice President and Chief Financial Officer
  15




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SCHEDULE A
 CAPITALIZATION
 Common Stock
       Preferred Stock




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SCHEDULE B




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ANNEX D
 FORM OF OPINION