EX-10.26






Exhibit (10)-26




AMENDMENT TO THIRD AMENDED AND RESTATED 1998 STOCK

INCENTIVE PLAN OF THE BANC CORPORATION




     Superior Bancorp, as successor to The Banc Corporation, hereby amends the Third Amended and
Restated 1998 Stock Incentive Plan of The Banc Corporation (the “Plan”) as follows for the purpose
of complying with Section 409A of the Internal Revenue Code of 1986, as amended:



     1. By restated the provisions of Section 6(b) in their entirety to read as follows:




     (b) Restricted Stock. The Company may grant shares of restricted
Common Stock (“Restricted Stock”) under the Plan, subject to the provisions of
this Plan and the applicable Award Agreement. Restricted Stock shall be subject to
forfeiture provisions and such other restrictive terms and conditions as may be
determined by the Compensation Committee in its sole discretion and set forth in
the applicable Award Agreement pursuant to which such Restricted Stock is issued,
and shall not be transferable until all such restrictions and conditions (other
than securities law restrictions) have been satisfied. Restricted Stock shall be
issued and delivered at the time of grant or at such other time as is determined
by the Compensation Committee. Certificates evidencing shares of Restricted Stock
shall bear a restrictive legend referencing the risk of forfeiture and the
non-transferability of such shares. During the period of restriction as set forth
in the Award Agreement, the Participant owning shares of Restricted Stock may
exercise full voting rights with respect to such shares.



     2. By restating the provisions of Section 6(c) in their entirety to read as follows:




     (c) Performance Shares. The Company may grant the right to receive shares
of Common Stock subject to the attainment of performance objectives determined by
the Compensation Committee in its sole discretion (“Performance Shares”), subject
to the provisions of this Plan and the applicable Award Agreement. The performance
goals to be met over a specified period (the “Performance Period”), the amount of
payment to be made if the performance goals or other conditions are met and
additional terms and conditions of the issuance of Performance Shares shall be
determined by the Compensation Committee and set forth in the applicable Award
Agreement. The value of a Performance Share at any time shall be the Fair Market
Value of a share of common stock at such time. An Award of Performance Shares
shall be expressed in terms of shares of Common Stock. After the completion of a
Performance Period, the performance of the Company, subsidiary, division or
individual, as the



 









 







case may be, shall be measured against the performance goals or other conditions,
and the Compensation Committee shall determine whether all, none or a portion of
an Award shall be paid. The Compensation Committee shall pay any earned
Performance Shares as soon as reasonably practicable after they are earned, but
not later than the date that is two and one-half months after the date on which
the Performance Shares are earned, in the form of cash, Common Stock of equivalent
value or in some combination thereof (as determined by the Compensation Committee)
having an aggregate Fair Market Value equal to the value of the earned Performance
Shares as of the date they are earned. Any Common Stock used to pay earned
Performance Shares may be issued subject to any restrictions deemed appropriate by
the Compensation Committee. In addition, the Compensation Committee, in its
discretion, may cancel any earned Performance Shares and grant Options to the
Participant which the Compensation Committee determines to be of equivalent value
based on a conversion formula stated in the applicable Award Agreement.
Performance Shares shall have no voting rights.



     3. By restating the provisions of Section 11 in their entirety to read as follows:




     Section 409A of the Code. The Plan shall be administered, operated,
and interpreted such that all Awards granted hereunder are not considered deferred
compensation subject to Section 409A of the Code, and the Committee shall have the
discretion to modify or amend any Award granted hereunder and any Award Agreement
(and may do so retroactively); provided that any such modification or amendment is
necessary to cause an Award to be exempt from Section 409A of the Code and is not
materially prejudicial to the Company or the affected Participant.


IN WITNESS WHEREOF, Superior Bancorp has caused this Amendment to be executed by its duly
authorized officer as of this 22nd day of December, 2008




	 	 	 	 	 	 	 
	 	 	SUPERIOR BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Stanley Bailey
 

	 	 
	 

	 	 	 	C. Stanley Bailey	 	 
	 

	 	 	 	Chairman and Chief Executive Officer