EX-10.28






Exhibit (10)-28




AMENDMENT TO AGREEMENT




     This Amendment is dated as of the 3rd day of November, 2008, by and between Superior Bancorp
as successor to the Banc Corporation (the “Corporation”) and James Mailon Kent, Jr. (the
“Participating Director”).



RECITALS:




     WHEREAS, the Corporation and the Participating Director entered into an Agreement dated as of
January 1, 2006 (the “Agreement”); and



     WHEREAS, the parties desire to amend the Agreement to comply with Section 409A of the Internal
Revenue Code of 1986, as amended;



     NOW, THEREFORE, in consideration of the above recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Agreement shall be
amended as follows:



     1. Sections 4A, 4B, and 4C of Exhibit B of the Agreement shall be deleted and the following
shall be substituted in lieu thereof:




     A. Each Participating Director shall take a Distribution of the Participating
Director’s Account Balance at the end of the fifth Plan Year. However, a
Participating Director may elect to defer Distribution(s) until the end of the tenth
Plan Year by giving written notice to the Administrative Agent not later than the
last business day of the fourth Plan Year; provided, however, that any such election
shall not take effect until at least twelve months after the date such written
notice of the election is provided to the Administrative Agent.




     B. Each Participating Director shall receive a Distribution of his Account
Balance in a lump sum payment. However, a Participating Director may elect to
receive Distribution of his Account Balance in either five or ten annual
installments provided that the Participating Director gives written notice to the
Administrative Agent of such election not later than the last business day of the
fourth Plan Year; provided, however, that (i) any such election shall not take
effect until at least twelve months after the date such written notice of the
election is provided to the Administrative Agent and (ii) the Distribution(s) which
such election relates shall be deferred for a period of five years from the date
such Distribution would otherwise have been made absent the election.




     C. If a Participating Director dies at a time when such Participating Director
has a positive Account Balance, the Corporation shall pay the amount of such Account
Balance to such Participating Director’s beneficiary or estate in a lump sum within
90 days after the date of death.



     2. Section 7B of Exhibit B of the Agreement shall be deleted and the following shall be
substituted in lieu thereof:




     B. The Board of Directors of the Corporation may terminate the Plan at any
time; provided, however, that no such termination may reduce the amounts then
credited to a Participating Director’s Account.



 









 






     3. Section 7C of the Agreement shall be deleted and not replaced.




     4. All of the other terms and provisions of the Agreement not herein amended shall remain in
full force and effect.



          IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	SUPERIOR BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Stanley Bailey
 

	 	 
	 

	 	 	 	C. Stanley Bailey	 	 
	 

	 	 	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ James Mailon Kent, Jr.	 	 
	 	 	 	 	 
	 

	 	 	 	James Mailon Kent, Jr.	 	 







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