period beginning on the later of the closing date of the agreement between Superior Bancorp andTreasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containingthat date;(xi) Superior Bancorp will disclose the amount, nature, and justification for the offering duringthe period beginning on the later of the closing date of the agreement between Superior Bancorp andTreasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containingthat date of any perquisites, as defined in the regulations and guidance established under section111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus paymentlimitations identified in paragraph (viii);(xii) Superior Bancorp will disclose whether Superior Bancorp, the board of directors of SuperiorBancorp, or the compensation committee of Superior Bancorp has engaged during the period beginningon the later of the closing date of the agreement between Superior Bancorp and Treasury or June 15,2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date, acompensation consultant; and the services the compensation consultant or any affiliate of thecompensation consultant provided during this period;(xiii) Superior Bancorp has prohibited the payment of any gross-ups, as defined in the regulationsand guidance established under section 111 of EESA, to the SEOs and the next twenty most highlycompensated employees during the period beginning on the later of the closing date of the agreementbetween Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of SuperiorBancorp’s fiscal year containing that date;(xiv) Superior Bancorp has substantially complied with all other requirements related to employeecompensation that are provided in the agreement between Superior Bancorp and Treasury, includingany amendments;(xv) Superior Bancorp has submitted to Treasury a complete and accurate list of the SEOs and thetwenty next most highly compensated employees for the current fiscal year and the most recentlycompleted fiscal year, with the non-SEOs ranked in descending order of level of annualcompensation, and with the name, title, and employer of each SEO and most highly compensatedemployee identified; and(xvi) I understand that a knowing and willful false or fraudulent statement made in connection withthis certification may be punished by fine, imprisonment, or both (See, for example, 18 U.S.C.1001).Dated:March 11, 2010     By /s/ C. Stanley Bailey C. Stanley Bailey    Chief Executive Officer  
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**Exhibit 99.2****CERTIFICATION**I, James A. White, certify, based on my knowledge, that:(i) The Compensation Committee of Superior Bancorp has discussed, reviewed, and evaluated withsenior risk officers at least every six months during the period beginning on the later ofSeptember 14, 2009, or ninety days after the date of the agreement between Superior Bancorp andTreasury and ending with the last day of Superior Bancorp’s fiscal year containing that date (theapplicable period), the senior executive officer (SEO) compensation plans and the employeecompensation plans and the risks these plans pose to Superior Bancorp;(ii) The Compensation Committee of Superior Bancorp has identified and limited during theapplicable period any features of the SEO compensation plans that could lead SEOs to takeunnecessary and excessive risks that could threaten the value of Superior Bancorp, and during thatsame applicable period has identified any features of the employee compensation plans that poserisks to Superior Bancorp has has limited those features to ensure that Superior Bancorp is notunnecessarily exposed to risks;(iii) The Compensation Committee has reviewed, at least every six months during the applicableperiod, the terms of each employee compensation plan and identified any features of the plan thatcould encourage manipulation of reported earnings of Superior Bancorp to enhance the compensationof an employee, and has limited any such features;(iv) The Compensation Committee of Superior Bancorp will certify to the review of the SEOcompensation plans and employee compensation plans required under (i) and (iii) above;(v) The Compensation Committee of Superior Bancorp will provide a narrative description of how itlimited during any part of the most recently completed fiscal year that included a TARP period thefeatures in (D) SEO compensation plans that could lead SEO’s to take unnecessary and excessiverisks that could threaten the value of Superior Bancorp;  (E) Employee compensation plans that unnecessarily expose Superior Bancorp to risks;and  (F) Employee compensation plans that could encourage the manipulation of reportedearnings of Superior Bancorp to enhance the compensation of an employee;(vi) Superior Bancorp has required that bonus payments, as defined in the regulations and guidanceestablished under section 111 of EESA (bonus payments), of the SEOs and twenty next most highlycompensated employees be subject to a recovery or “clawback” provision during any part of the mostrecently completed fiscal year that was a TARP period if the bonus payments were based onmaterially inaccurate financial statements or any other materially inaccurate performance metriccriteria;(vii) Superior Bancorp has prohibited any golden parachute payment, as defined in the regulationsand guidance established under section 111 of EESA, to a SEO or any of the next five most highlycompensated employees during the period beginning on the later of the closing date of the agreementbetween Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of SuperiorBancorp’s fiscal year containing that date;(viii) Superior Bancorp has limited bonus payments to its applicable employees in accordance withsection 111 of EESA and the regulations and guidance established thereunder during the periodbeginning on the later of the closing date of the agreement between Superior Bancorp and Treasuryor June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containing thatdate;(ix) The board of directors of Superior Bancorp has established an excessive or luxury expenditurespolicy, as defined in the regulations and guidance established under section 111 of EESA, by thelater of September 14, 2009, or ninety days after the closing date of the agreement betweenSuperior Bancorp and Treasury; this policy has been provided to Treasury and its primary regulatoryagency; Superior Bancorp and its employees have complied with this policy during the applicableperiod; and any expenses that, pursuant to this policy, required approval of the board ofdirectors, a committee of the board of directors, an SEO, or an executive officer with a similarlevel of responsibility were properly approved;(x) Superior Bancorp will permit a non-binding shareholder resolution in compliance with anapplicable federal securities rules and regulations on the disclosures provided under the federalsecurities laws related to SEO compensation paid or accrued during the
 

 
period beginning on the later of the closing date of the agreement between Superior Bancorp andTreasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containingthat date;(xi) Superior Bancorp will disclose the amount, nature, and justification for the offering duringthe period beginning on the later of the closing date of the agreement between Superior Bancorp andTreasury or June 15, 2009 and ending with the last day of Superior Bancorp’s fiscal year containingthat date of any perquisites, as defined in the regulations and guidance established under section111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus paymentlimitations identified in paragraph (viii);(xii) Superior Bancorp will disclose whether Superior Bancorp, the board of directors of SuperiorBancorp, or the compensation committee of Superior Bancorp has engaged during the period beginningon the later of the closing date of the agreement between Superior Bancorp and Treasury or June 15,2009 and ending with the last day of Superior Bancorp’s fiscal year containing that date, acompensation consultant; and the services the compensation consultant or any affiliate of thecompensation consultant provided during this period;(xiii) Superior Bancorp has prohibited the payment of any gross-ups, as defined in the regulationsand guidance established under section 111 of EESA, to the SEOs and the next twenty most highlycompensated employees during the period beginning on the later of the closing date of the agreementbetween Superior Bancorp and Treasury or June 15, 2009 and ending with the last day of SuperiorBancorp’s fiscal year containing that date;(xiv) Superior Bancorp has substantially complied with all other requirements related to employeecompensation that are provided in the agreement between Superior Bancorp and Treasury, includingany amendments;(xv) Superior Bancorp has submitted to Treasury a complete and accurate list of the SEOs and thetwenty next most highly compensated employees for the current fiscal year and the most recentlycompleted fiscal year, with the non-SEOs ranked in descending order of level of annualcompensation, and with the name, title, and employer of each SEO and most highly compensatedemployee identified; and(xvi) I understand that a knowing and willful false or fraudulent statement made in connection withthis certification may be punished by fine, imprisonment, or both (See, for example, 18 U.S.C.1001).Dated:March 11, 2010     By /s/ James A. White James A. White    Chief Financial Officer    (Principal Financial Officer)  
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