Exhibit 10.2**STOCK PLEDGE AGREEMENT (BORROWER)**     1. As collateral security for the payment of any and all indebtedness (principal, interest,fees, collection costs and expenses and other amounts), liabilities and obligations of theundersigned, **SUPERIOR BANCORP**, formerly known as The Banc Corporation, a Delaware corporation(“Debtor”), to U.S. **BANK NATIONAL ASSOCIATION,** a national banking association(“Secured Party”), of every kind or character, now or hereafter existing,absolute or contingent, joint or several or joint and several, otherwise secured orunsecured, due or not due, direct or indirect, expressed or implied in law, contractual ortortious, liquidated or unliquidated, at law, or in equity or otherwise, and whether heretofore,now or hereafter incurred or given by Debtor as principal, surety, endorser, guarantor orotherwise, and whether created directly or acquired by Secured Party by assignment or otherwise,including, without limitation, any and all present and future indebtedness (principal, interest,fees, collection costs and expenses and other amounts) of Debtor to Secured Party evidenced by orarising under the Loan Agreement dated as of January 26, 2007, executed by Secured Party, asLender, and Debtor, as Borrower (as amended, the “Loan Agreement”), and the RevolvingCredit Note dated as ofJanuary 26, 2007, executed by Debtor and payable to the order of Secured Party in the originalprincipal amount of up to $10,000,000 (each, a “Liability”; and collectively,“Liabilities”), Debtor hereby pledges and delivers to Secured Party and grants SecuredParty a security interest in, a lien upon and right of set-off as to the following: (a) 65,026shares of capital stock of Superior Bank, a Federal savings bank (the “Subsidiary”), setforth and described on Collateral Schedule #1 attached hereto and incorporated herein by reference(collectively, the “Pledged Shares”) and the certificates representing the Pledged Shares,and all dividends, cash, instruments, stock, securities and other property from time to timereceived, receivable or otherwise distributed in respect of or in exchange for any or all of thePledged Shares, (b) all additional shares of any class of capital stock of the Subsidiary fromtime to time acquired by Debtor in any manner (including, without limitation, any shares ofpreferred stock of the Subsidiary) (collectively, the “Additional Shares”), and thecertificates representing such AdditionalShares, and all dividends, cash, instruments, stock, securities and other property from time totime received, receivable or otherwise distributed in respect of or in exchange for any or all ofsuchAdditional Shares, (c) all other rights appurtenant to the property described in clauses (a) and(b) above(including, without limitation, voting rights) and (d) all cash and noncash proceeds of anyand all of the foregoing (collectively, the “Collateral”). Certificates representing thePledged Shares set forth on Collateral Schedule #1 attached hereto, accompanied by properinstruments of assignment duly executed in blank by Debtor, are herewith being delivered to SecuredParty. Promptly upon Debtor’s acquisition of any Additional Shares, Debtor will (i) deliver toSecured Party the certificates representing such Additional Shares together with proper instrumentsof assignment duly executed in blank byDebtor and (ii) amend Collateral Schedule #1 to include such Additional Shares.     2. Debtor hereby covenants and agrees that (a) with respect to all shares of any class ofcapital stock of Subsidiary pledged to Secured Party contemporaneously with the execution of orpursuant to this Stock Pledge Agreement (Borrower) (this “Agreement”), or at any timehereafter, if any stock dividends, stock splits, reclassifications, adjustments or other changesare made in the capital structure of Subsidiary (whether as a result of a reorganization,recapitalization, share split up, merger, transfer, consolidation or otherwise), all new,additional or substituted securities issued with respect to any of such shares by reason of anysuch change shall be subject to Secured Party’s security interest and immediately delivered toSecured Party, which shall hold such shares or securities so issued as additional Collateral, (b)if any warrants, options or other rights now or hereafter exist with respect to any of the PledgedShares, any of the Additional Shares or any of the other Collateral, Debtor has and hereafter shallimmediately so advise Secured Party of the existence of such warrants, options and rights, all suchwarrants, options and rights shall be subject to Secured Party’s security interest and all stock orsecurities issued pursuant to the exercise of any such warrant, option or right shall be subject toSecured Party’s security interest and immediately delivered to Secured Party, which shall hold suchshares or securities as additional Collateral, (c) Debtor shall immediately pledge and deliver toSecuredParty any and all shares of any class of capital stock of Subsidiary now owned or hereafteracquired byDebtor and (d) Debtor shall not, without the prior written consent of Secured Party, (i) sell,assign or
 

 
otherwise transfer or pledge any of the Pledged Shares, any of the Additional Shares orany of the other Collateral, (ii) create or permit any other lien or encumbrance upon, orany other security interest in, any of the Pledged Shares, any of the Additional Shares or any ofthe other Collateral or (iii) grant any option or right with respect to any of the Pledged Shares,any of the Additional Shares or any of the other Collateral.     3. Debtor hereby represents and warrants to Secured Party that:          (a) Debtor is the sole legal, beneficial and record owner of all of the Collateralpledged hereunder and none of the Collateral pledged hereunder is or will be subject to anysecurity interests, liens, encumbrances, charges, claims, warrants, options, proxies,restrictions on transfer, resale or other disposition, restrictions on votingrights, preferences and/or other preferential arrangements of any kind or naturewhatsoever (except those in favor of Secured Party under thisAgreement);          (b) the Pledged Shares have been duly authorized and validly issued by Subsidiaryand are fully paid and non-assessable;          (c) Debtor has all requisite corporate power and authority to (i) pledge, assign,grant a security interest in, transfer and deliver the Collateral to Secured Party in the mannerhereby done or contemplated and (ii) execute, deliver and perform all of its obligations under thisAgreement;          (d) this Agreement has been duly authorized, executed and delivered by Debtor andconstitutes the legal, valid and binding obligation of Debtor, enforceable in accordance with itsterms;          (e) no consent, approval, authorization or other order of any governmental orregulatory agency, authority, body or official or any other third party is or will be requiredfor (i) the execution, delivery and/or performance of this Agreement by Debtor or thedelivery by Debtor of theCollateral to Secured Party as provided herein or (ii) the exercise by Secured Party of thevoting or other rights provided for in this Agreement or the remedies in respect of theCollateral pursuant to thisAgreement;          (f) the execution, delivery and performance by Debtor of this Agreement do not andwill not (i) violate any provision of the Articles of Incorporation or Bylaws of Debtor or anylaw, rule, regulation (including, without limitation, Regulations U or X of the Board ofGovernors of the Federal Reserve System), order, writ, judgment, injunction, decree, determinationor award presently in effect having applicability to Debtor, (ii) result in a breach of orconstitute a default under any indenture or loan or credit agreement or any other agreement,document or instrument to which Debtor is a party or by which it or its properties may bebound or affected or (iii) result in or require the creation or imposition of any mortgage, deed oftrust, pledge, lien, security interest or other charge or encumbrance of anynature upon or with respect to any of the property or assets of Debtor (other than in favor ofSecured Party as provided for in this Agreement);          (g) upon the execution of this Agreement, Secured Party will have a valid andenforceable security interest in the Collateral. So long as Secured Party haspossession of the certificates representing the Pledged Shares, Secured Party’s securityinterest in the Pledged Shares and the proceeds thereof will be perfected and have a firstpriority;          (h) the authorized capital of Subsidiary consists solely of 200,000 shares ofcommon stock, $1.00 par value and no shares of preferred stock. As ofthe date hereof, (i) thereare 127,501 shares of common stock of Subsidiary issued and outstanding, (ii) Debtor is the solelegal, beneficial and record owner of 127,501 shares of common stock of Subsidiary, representingall of the issued and outstanding shares of common stock of Subsidiary, and (iii) the PledgedShares consist of at least Fifty
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One Percent (51%) of the outstanding shares of common stock of Subsidiary. Subject to no securityinterests, liens, encumbrances, warrants, options, proxies, restrictions on transfer, resaleor other disposition or restrictions on voting rights (except those in favor of Secured Party). Asof the date hereof, there are no warrants or options, or any agreements to issue anywarrants or options, outstanding with respect to any class of capital stock of Subsidiary.     4. Debtor hereby covenants and agrees that: (a) it will not cause or permitSubsidiary to (i) authorize or issue any new types, varieties or classes of capital stock or anybonds or debentures, subordinated or otherwise, or any stock warrants or options, (ii) authorize orissue any additional shares of any existing class of capital stock or (iii) declare any stockdividends or stock splits or take any other action which could, directly or indirectly, decreaseDebtor’s ownership interest in Subsidiary; and (b) without the prior written consent of SecuredParty, (i) it will not cause or permit Subsidiary to amend or otherwise changeits Articles or Certificate of Incorporation or its Bylaws in any manner which could affectany of the voting or other rights of any of the shares of capital stock of Subsidiary now owned orhereafter acquired by Debtor and (ii) it will not take or cause or permit Subsidiary to takeany other action which could, directly or indirectly, affect the voting rights of Debtorwith respect to any shares of capital stock of Subsidiary now owned or hereafter acquired byDebtor.     5. So long as no Event of Default (as hereinafter defined) under this Agreementhas occurred and is continuing:          (a) Debtor shall be entitled to exercise any and all voting and other consensualrights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent withthe terms of this Agreement or the terms of the Loan Agreement; provided, however, that (i)Debtor shall not exercise or refrain from exercising any such right if such action couldreasonably be expected to have an adverse effect on the value of the Pledged Shares or anypart thereof and (ii) Debtor shall not exercise or refrain from exercising any such right ina manner which would authorize or effect (A) the dissolution or liquidation, in whole or in part,of Subsidiary, (B) the consolidation or merger of Subsidiary with or into any corporation or otherentity unless such Subsidiary is the surviving entity, (C) the sale, disposition orencumbrance of all or substantially all of the property or assets of Subsidiary, (D) anychange in the authorized capital of Subsidiary, (E) the issuance of any additional shares ofany class of capital stock of Subsidiary or (F) the alteration of the voting rights with respect toany class of capital stock of Subsidiary; and          (b) Debtor shall be entitled to collect and use for its proper corporate purposes allcash dividends (except cash dividends paid or payable in respect of the total or partialliquidation ofSubsidiary) paid on the Pledged Shares so long as the declaration and payment of suchdividends does not violate the provisions of Section 6.04 of the Loan Agreement; provided, however,that until actually paid, all rights to such dividends shall remain subject to the securityinterest created by this Agreement. All dividends (other than cash dividends governed by theimmediately preceding sentence) and all other distributions in respect of any of the Pledged Sharesor any of the other Collateral, whenever paid or made, shall be delivered to Secured Party and heldby it subject to the security interest created by this Agreement.     6. If any one or more of the following events (each, an “Event ofDefault”) shall occur and be continuing: (a) Debtor shall fail to make any paymentof any principal of or interest on any of theLiabilities as and when the same shall become due and payable, whether by reason ofdemand, maturity, acceleration or otherwise; (b) Debtor shall fail to perform or observe any term,provision, covenant or agreement contained in this Agreement and any such failure shallremainunremedied for ten (10) days after the earlier of (i) written notice of default is given toDebtor by Secured Party or (ii) an officer of Debtor obtaining knowledge of such default; (c)any representation or warranty made byDebtor in this Agreement shall prove to be untrue or incorrect in any material respect; (d)if the shares of common stock of Subsidiary then pledged by Debtor to Secured Party pursuant tothis Agreement
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shall at any time constitute less than Fifty One Percent (51%) of the then issued andoutstanding shares of common stock of Subsidiary; or (e) any “Event of Default” (as definedtherein) shall occur under or within the meaning of the Loan Agreement; then Secured Partymay, at its option, (A) declare the principal of and interest on any or all of theLiabilities to be immediately due and payable,(B) exercise all voting rights with respect to the Collateral, (C) appropriate and applytoward the payment and discharge of any such Liability, moneys on deposit or otherwise heldby Secured Party for the account of, to the credit of or belonging to Debtor, (D) sell orcause to be sold any Collateral,(E) have transferred to or registered in the name of Secured Party, or its nominee ornominees, anyCollateral and thereafter to exercise all rights with respect thereto as the absolute ownerthereof, without notice or liability to Debtor, except to account for money or property actuallyreceived by Secured Party; provided, however, that Secured Party may treat all cash proceeds asadditionalCollateral and such proceeds need not be applied to the reduction of the Liabilities ofDebtor unlessSecured Party so elects, (F) in Secured Party’s name, or in the name of Debtor, demand,sue for, collect and receive money, securities or other property which may at any time bepayable or receivable on account of or in exchange for any of the Collateral, or make anycompromise or settlement that Secured Party considers desirable with respect thereto or renew orextend the time of payment or otherwise modify the terms of any obligation included in theCollateral; provided, however, that it is expressly agreed that Secured Party shallnot be obligated to take any step to preserve rights against prior parties on any of theCollateral, and that reasonable care of the Collateral shall not include the taking of anysuch step and (G) exercise any or all of the rights and remedies of a Secured Party under theUniform Commercial Code of the State of Missouri, as from time totime amended (the “Code”), orother applicable law. Any sale of Collateral may be made without demand of performance and anyrequirement of the Code for reasonable notice to Debtor shall be met if such notice ismailed, postage prepaid, to Debtor at its address as it appears herein or as last shown on therecords of Secured Party at least five (5) business days before the time of sale, dispositionor other event giving rise to the notice. Debtor acknowledges and agrees that it shall bereasonable for Secured Party to sell theCollateral on credit for present or future delivery without any assumption of anycredit risk. In case of a public sale, notice published by Secured Party for ten (10)days in a newspaper of general circulation in the City or County where the sale is to be held shallbe sufficient. The proceeds of any sale, or sales, of Collateral shall be applied by SecuredParty in the following order: (1) to expenses, including attorneys’ fees and expenses,arising from the enforcement of any of the provisions hereof, or of theLiabilities or of any actual or attempted sale; (2) to the payment or the reduction of any ofthe Liabilities of Debtor to Secured Party with the right of Secured Party to distribute orallocate such proceeds in such order and manner as Secured Party shall elect, and its determinationwith respect to such allocation shall be conclusive; and (3) to the payment of any surplusremaining after payment of the amounts mentioned, to Debtor or to whomsoever may be lawfullyentitled thereto. If any deficiency arises upon any such sale or sales Debtor agrees to pay theamount of such deficiency promptly upon demand with interest. Notwithstanding that SecuredParty may continue to hold the Collateral and regardless of the value thereof, Debtor shallbe and remain liable for the payment in full of the principal of and interest on any balance of theLiabilities and expenses at any time unpaid.     7. Secured Party shall have no duties or obligations with respect to the Collateralexcept that while the Collateral is in Secured Party’s possession, Secured Party’s obligation withrespect to the same shall be limited to preserving the physical condition of the same.     8. At any time, whether prior to or after the occurrence of an Event of Defaultunder thisAgreement, Secured Party may, at its option, but shall not be obligated to, surrender ordeliver, without further liability on the part of Secured Party to account therefor, all orany part of theCollateral to or upon the written order of Debtor, permit substitutions therefor or additionsthereto, and accept the receipt of Debtor for any Collateral, or proceeds thereof, which receiptshall be a full and complete discharge of Secured Party with respect to the Collateral sodelivered and proceeds so paid.
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     9. The rights and powers of Secured Party under this Agreement (a) are cumulativeand do not exclude any other right which Secured Party may have independent of thisAgreement and (b) may be exercised or not exercised at the discretion of Secured Party(i) without regard to any rights of Debtor, (ii) without forfeiture or waiver because ofany delay in the exercising thereof, (iii) without imposing any liability onSecured Party for so exercising or failing to exercise and (iv) in the event of asingle or partial exercise thereof, without precluding further exercise thereof. No delay oromission on the part of Secured Party in exercising any right hereunder shall operateas a waiver of such right or of any other right hereunder and no waiver shall be construed as a barto or waiver of any right or remedy in the future. The rights and powers of Secured Party underthis Agreement shall inure to the benefit of its successors and assigns and any assignee of anyLiability secured hereby. Any and all liabilities and obligations of Debtor under thisAgreement shall be binding upon the successors and assigns ofDebtor.     10. Debtor agrees to do such further acts and things and to execute and deliversuch additional conveyances, assignments, agreements and instruments as Secured Party may atany time reasonably request in connection with the administration or enforcement of this Agreementor related to the Collateral or any part thereof or in order to better assure and confirm toSecured Party its rights, powers and remedies hereunder. Debtor hereby makes, constitutes andappoints Secured Party the true and lawful agent and attorney-in-fact of Debtor with full power ofsubstitution to execute, endorse and deliver such agreements, documents and instruments and to takesuch other action in the name and on behalf of Debtor as may be necessary or appropriate to carryout the intent of this Agreement, including, without limitation, the grant of the securityinterest granted under this Agreement, and to perfect and protect the security interest granted toSecured Party in respect of the Collateral andSecured Party’s rights created under this Agreement, which power of attorney isirrevocable during the term of this Agreement. Debtor hereby consents and agrees that the issuersof or obligors in respect of the Collateral or any registrar or transfer agent for any of theCollateral shall be entitled to accept the provisions hereof as conclusive evidence of the right ofSecured Party to effect any transfer pursuant to this Agreement, notwithstanding any othernotice or direction or the contrary heretofore or hereafter given by Debtor or any other person(unless consented to in writing by Secured Party) to any such issuers or obligors or to anysuch registrar or transfer agent.     11. Except as otherwise specified in this Agreement, any notice, request, demand,consent or other communication under this Agreement shall be in writing and delivered inperson, or sent by registered or certified mail, return receipt requested and postageprepaid, or transmitted by facsimile, if to Debtor at 17 North20th Street, Birmingham, Alabama35203, (205) 327-3611 (FAX), or if to Secured Party at One US Bank Plaza, 7th Street & Washington Avenue, St. Louis, Missouri 63101, Attention:Correspondent Banking Department (314) 418-2173 (FAX), or at such other address as either party maydesignate as its address for communications hereunder by notice so given. Such notices shall bedeemed effective on the day on which delivered, if delivered inperson, on the third(3rd) businessday after the day on which mailed, if sent by registered or certified mail, or when withanswerback confirmation received if sent by facsimile.     12. The terms of this Agreement, the pledge of Collateral hereunder and thesecurity interest created by this Agreement are continuing and shall apply to all existingtransactions and to all future transactions, although such transactions may not be continuous.Debtor may not revoke or terminate this Agreement unless and until (a) all of the Liabilities shallhave been indefeasibly paid in full in cash,(b) the Loan Agreement and the Guaranty shall have been terminated and (c) Secured Party shall haveno further commitment or obligation to make advances or extend creditto Debtor, whether under the Loan Agreement, the Guaranty or otherwise.     13. If claim is ever made on Secured Party for repayment or recovery of any amountor amounts received by Secured Party in payment or on account of any of the Liabilities (includingpayment under a guaranty or from application of collateral) and Secured Party repays all orpart of said
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amount by reason of (a) any judgment, decree or order of any court or administrative bodyhaving jurisdiction over Secured Party or any property of Secured Party or (b) anysettlement or compromise of any such claim effected by Secured Party with any suchclaimant (including, without limitation, Debtor), then and in such event Debtor agreesthat any such judgment, decree, order, settlement or compromise shall be binding on Debtor,notwithstanding any cancellation of any note or other instrument or agreement evidencing suchLiabilities or of this Agreement, and this Agreement shall continue to be effective or bereinstated, as the case may be, and shall secure the payment of the amount so repaid orrecovered to the same extent as if such amount had never originally been received by Secured Partyexcept to the extent such judgment, decree, order, settlement or compromise were causedby the gross negligence or intentional misconduct of Secured Party. This Agreement shallcontinue to be effective or be reinstated, as the case may be, if (i) at any time any payment ofany of the Liabilities is rescinded or must otherwise be returned by Secured Party upon theinsolvency, bankruptcy or reorganization of Debtor or otherwise, all as though such paymenthad not been made or(ii) this Agreement is released in consideration of a payment of money or transfer of property orgrant of a security interest by Debtor or any other person or entity and such payment,transfer or grant is rescinded or must otherwise be returned by Secured Party upon theinsolvency, bankruptcy or reorganization of such person or entity or otherwise, all asthough such payment, transfer or grant had not been made.     14. This Agreement shall be governed by and construed in accordance with thesubstantive laws of the State of Missouri (without reference to conflict of law principles);provided, however, that the perfection and effect of the perfection or nonperfection of thesecurity interests and liens created by thisAgreement shall in all respects be governed, construed, applied and enforced in accordance with thesubstantive laws of the applicable jurisdictions.     15. DEBTOR IRREVOCABLY AGREES THAT, SUBJECT TO SECURED PARTY’S SOLE ANDABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OFOR FROM OR RELATED TO THIS AGREEMENT, THE OTHER AGREEMENTS OR THE COLLATERAL SHALL BELITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE COUNTY OF ST. LOUIS, STATE OF MISSOURI.DEBTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERALCOURT LOCATEDWITHIN SAID COUNTY AND STATE. DEBTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER ORCHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE WITH THIS SECTION. **DEBTOR AND SECUREDPARTY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICH DEBTORAND SECURED PARTY AREPARTIES.**     This Agreement executed by Debtor as of January 26, 2007.**(SIGNATURES ON FOLLOWING PAGE)**
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**SIGNATURE PAGE-**