EXHIBIT
      10.3

    


    FORM
      OF LETTER AGREEMENT WITH SENIOR EXECUTIVE OFFICERS

     

    December
      5, 2008 

     

    Dear
      Superior Bancorp Senior Executive Officer:

     

    Superior
      Bancorp (the “Company”)
      anticipates entering into a Securities Purchase Agreement (the “Participation
      Agreement”),
      with
      the United States Department of Treasury (“Treasury”)
      that
      provides for the Company’s participation in the Treasury’s TARP Capital Purchase
      Program (the “CPP”).
      If
      the Company does not participate or ceases at any time to participate in the
      CPP, this letter shall be of no further force and effect.

     

    For
      the
      Company to participate in the CPP and as a condition to the closing of the
      investment contemplated by the Participation Agreement, the Company is required
      to establish specified standards for incentive compensation to its senior
      executive officers and to make changes to its compensation arrangements. To
      comply with these requirements, and in consideration of the benefits that you
      will receive as a result of the Company’s participation in the CPP, you agree as
      follows: 

     

    
      	 	
              (1)

            	
              No
                Golden Parachute Payments.
                The Company is prohibiting any golden parachute payment to you during
                any
                “CPP Covered Period”. A “CPP
                Covered Period”
                is any period during which (A) you are a senior executive officer and
                (B) Treasury holds an equity or debt position acquired
                from the Company in the CPP.

            


    

     

    
      	 	
              (2)

            	
              Recovery
                of Bonus and Incentive Compensation. Any
                bonus and incentive compensation paid to you during a CPP Covered
                Period
                is subject to recovery or “clawback” by the Company if the payments were
                based on materially inaccurate
                financial statements or any other materially inaccurate performance
                metric
                criteria.

            


    

     

    
      	 	
              (3)

            	
              Compensation
                Program Amendments. Each
                of the Company’s compensation, bonus, incentive and other benefit plans,
                arrangements and agreements (including golden parachute, severance
                and
                employment agreements) (collectively, “Benefit Plans”)
                with respect to you is hereby amended to the extent necessary to
                give
                effect to provisions (1) and (2).

               

              In
                addition, the Company is required to review its Benefit Plans to
                ensure
                that they do not encourage senior executive officers to take unnecessary
                and excessive risks that threaten the value of the Company. To the
                extent
                any such review requires revisions to any Benefit Plan with respect
                to
                you, you and the Company agree to negotiate such changes promptly
                and in
                good faith.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (4)

            	
              Definitions
                and Interpretation.
                This letter shall be interpreted as follows: 

            


    

     

    
      	 	
              •

            	
              “Senior
                executive officer” means the Company’s “senior executive officers” as
                defined in subsection 111(b)(3) of
                EESA.

            


    

     

    
      	 	
              •

            	
              “Golden
                parachute payment” is used with same meaning as in
                Section 111(b)(2)(C) of EESA.

            


    

     

    
      	 	
              •

            	
              “EESA”
                means the Emergency Economic Stabilization Act of 2008 as implemented
                by
                guidance or regulation issued by the Department of the Treasury and
                as
                published in the Federal Register on October 20,
                2008.

            


    

     

    
      	 	
              •

            	
              The
                term “Company” includes any entities treated as a single employer with the
                Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
                are also delivering a waiver pursuant to the Participation Agreement,
                and,
                as between the Company and you, the term “employer” in that waiver will be
                deemed to mean the Company as used in this
                letter.

            


    

     

    
      	 	
              •

            	
              The
                term “CPP Covered Period” shall be limited by, and interpreted in a manner
                consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing
                Date).

            


    

     

    
      	 	
              •

            	
              Provisions
                (1) and (2) of this letter are intended to, and will be
                interpreted, administered and construed to, comply with Section 111
                of EESA (and, to the maximum extent consistent with the preceding,
                to
                permit operation of the Benefit Plans in accordance with their terms
                before giving effect to this
                letter).

            


    

     

    
      	 	
              (5)

            	
              Miscellaneous.
                To the extent not subject to federal law, this letter will be governed
                by
                and construed in accordance with the laws of the State of Delaware.
                This
                letter may be executed in two or more counterparts, each of which
                will be
                deemed to be an original. A signature transmitted by facsimile will
                be
                deemed an original signature.

            


    

     

    The
      Board
      appreciates the concessions you are making and looks forward to your continued
      leadership during these financially turbulent times.

    

      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                Ellen
                  R. Casey

              
	 	
                Director
                  of Human Resources

              


      

    

    


    Intending
      to be legally bound, I agree with and accept the foregoing terms on the date
      set
      forth below. 

    


    
      	
              Date:
                December 5, 2008

            	
              _____________________________

            
	 	
              [Insert
                Name]

            
	 	
              [Insert
                Title]