EXHIBIT 10.1

    


    UNITED
STATES DEPARTMENT OF THE TREASURY 

    1500
PENNSYLVANIA AVENUE, NW 

    WASHINGTON,
D.C. 20220 

     

    Dear
Ladies and Gentlemen: 

     

    The
company set forth on the signature page hereto (the “Company”) intends
to issue in a private placement the number of shares of a series of its
preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a
warrant to purchase the number of shares of its common stock set forth on
Schedule A hereto (the “Warrant” and,
together with the Preferred Shares, the “Purchased
Securities”) and
the United States Department of the Treasury (the “Investor”)
intends to purchase from the Company the Purchased Securities. 

     

    The
purpose of this letter agreement is to confirm the terms and conditions of the
purchase by the Investor of the Purchased Securities. Except to the extent
supplemented or superseded by the terms set forth herein or in the Schedules
hereto, the provisions contained in the Securities Purchase Agreement –
Standard Terms attached hereto as Exhibit A (the “Securities Purchase
Agreement”) are
incorporated by reference herein. Terms that are defined in the Securities
Purchase Agreement are used in this letter agreement as so defined. In the event
of any inconsistency between this letter agreement and the Securities Purchase
Agreement, the terms of this letter agreement shall govern. 

     

    Each of
the Company and the Investor hereby confirms its agreement with the other party
with respect to the issuance by the Company of the Purchased Securities and the
purchase by the Investor of the Purchased Securities pursuant to this letter
agreement and the Securities Purchase Agreement on the terms specified on
Schedule A hereto. 

     

    This
letter agreement (including the Schedules hereto) and the Securities Purchase
Agreement (including the Annexes thereto) and the Warrant constitute the entire
agreement, and supersede all other prior agreements, understandings,
representations and warranties, both written and oral, between the parties, with
respect to the subject matter hereof. This letter agreement constitutes the
“Letter Agreement” referred to in the Securities Purchase Agreement.


     

    This
letter agreement may be executed in any number of separate counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts will together constitute the same agreement. Executed signature
pages to this letter agreement may be delivered by facsimile and such facsimiles
will be deemed as sufficient as if actual signature pages had been delivered.


     

    *  *  *


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      In
witness whereof, this letter agreement has been duly executed and delivered by
the duly authorized representatives of the parties hereto as of the date written
below. 

    

       


    
      	
              UNITED
      STATES DEPARTMENT OF THE TREASURY

            
	 	 
	
              By:

            	/s/
      Neel Kashkari
	
              Name:

            	Neel
      Kashkari
	
              Title:

            	Interim
      Assistant Secretary for Financial Stability
	 
	
              COMPANY:
      SUPERIOR BANCORP

            
	 	 
	
              By:

            	
              /s/
      C. Stanley Bailey

            
	
              Name:

            	
              C.
      Stanley Bailey

            
	
              Title:

            	
              Chief
      Executive Officer

            


    

     

    Date:
December 5, 2008