Exhibit (10) - 30
 EXCHANGE AGREEMENT
and
PLAN OF REORGANIZATION
 by and among
 SUPERIOR BANCORP
 SUPERIOR HOLDINGS, LLC
 AND
 CAMBRIDGE SAVINGS BANK
 Dated as of January 15, 2010




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PageARTICLE ITHE SHARE EXCHANGESection 1.1 Share Exchange
    
    
    1Section 1.2 The Closing
    
    
    2Section 1.3 Interpretation
    
    
    3ARTICLE IIREPRESENTATIONS AND WARRANTIES OF THE INVESTORSection 2.1 Status
    
    
    4Section 2.2 Authorization, Enforceability
    
    
    4Section 2.3 Ownership
    
    
    4Section 2.4 Non-Contravention
    
    
    4Section 2.5 Investor Securities Law Representation
    
    
    5ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SUBSIDIARYSection 3.1 Existence and Power
    
    
    6Section 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
    
    
    8Section 3.10 Compliance with Laws; Permits
    
    
    8Section 3.11 Reports
    
    
    8ARTICLE IVCOVENANTSSection 4.1 Commercially Reasonable Efforts
    
    
    9Section 4.2 Expenses
    
    
    9Section 4.3 Exchange Listing and Registration
    
    
    9Section 4.4 Certain Notifications Until Closing
    
    
    9Section 4.5 Stockholders Meeting
    
    
    10Section 4.6 Publicity
    
    
    10Section 4.7 Withholding of Tax
    
    
    10
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PageARTICLE VSECURITIES LAW CONSIDERATIONSARTICLE VIMISCELLANEOUSSection 6.1 Termination
    
    
    11Section 6.2 Survival of Representations and Warranties
    
    
    11Section 6.3 Amendment
    
    
    11Section 6.4 Waiver of Conditions
    
    
    12Section 6.5 Governing Law; Submission to Jurisdiction, Etc.
    
    
    12Section 6.6 Notices
    
    
    12Section 6.7 Definitions
    
    
    13Section 6.8 Assignment
    
    
    14Section 6.9 Severability
    
    
    14Section 6.10 No Third-Party Beneficiaries
    
    
    14Section 6.11 Entire Agreement, Etc.
    
    
    15Section 6.12 Counterparts and Facsimile
    
    
    15Section 6.13 Federal Income Tax Treatment
    
    
    15
 ii




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Affiliate
    
    Section 6.7(b)Agreement
    
    PreambleBankruptcy or Similar 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
    
    Recitals
 iii




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Agreement Superior Bancorp, Company Superior Holdings, LLC, Cambridge Savings Bank, Investor
 BACKGROUND
 Capital Securities Trust Agreement
 Common Stock Trust
Shares Exchange
  
  ARTICLE I
 THE SHARE EXCHANGE
 Share Exchange
  1




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The Closing
 Closing Closing Date
   Governmental Entities
      2




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Interpretation
  3




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ARTICLE II
 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
  Status
  Authorization, Enforceability
  Ownership
   Non-Contravention
 Investor Material Adverse Effect
  4




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Investor Securities Law Representation
     SEC
  ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SUBSIDIARY
  5




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Existence and Power
 Organization, Authority and Significant Subsidiaries
 Capitalization Capitalization Date
 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
  7




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Proceedings
   Compliance with Laws; Permits
   Reports
   OTS
 8




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ARTICLE IV
 COVENANTS
 Commercially Reasonable Efforts
  Expenses
  Exchange Listing and Registration
  Certain Notifications Until Closing
 provided, however,
 9




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Stockholders Meeting
 SEC
  Publicity
 Withholding of Tax Covered
Securities
 ARTICLE V
 SECURITIES LAW CONSIDERATIONS
 
 10




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ARTICLE VI
 MISCELLANEOUS
 Termination
  provided, however,
     Survival of Representations and Warranties
   provided
 11




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Waiver of Conditions
  Governing Law; Submission to Jurisdiction, Etc
  Notices
   
  
 12




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Affiliate
 Bankruptcy or Similar Exceptions
 Company Material Adverse Effect provided, however,
 13




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Previously Disclosed
 (f)
    
    (i)    The term Securities Act means the Securities Act of 1933 as amended.(ii)    The term Exchange Act means the Securities Exchange Act of 1934, as
amended.
   Assignment
 provided
 Severability
  No Third-Party Beneficiaries
  14




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Entire Agreement, Etc
  Counterparts and Facsimile
  Federal Income Tax Treatment
  15




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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 OfficerCAMBRIDGE SAVINGS BANKBy:

/s/
Wayne F. PatenaudeName:  Wayne F. PatenaudeTitle:  Executive Vice President and Chief Financial Officer  16




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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