SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission file number 0-25033

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Superior Bancorp 401(k) Plan

(formerly The Banc Corporation 401(k) Plan)

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Superior Bancorp (f/k/a The Banc Corporation)
17 North Twentieth Street
Birmingham, Alabama 35203

 

 

Superior Bancorp 401(k) Plan
Table of Contents
December 31, 2008 and 2007

		Page
Report of Independent Registered Public Accounting Firm — Grant Thornton LLP		1
Financial Statements
Statements of Net Assets Available for Plan Benefits		2
Statement of Changes in Net Assets Available for Plan Benefits		3
Notes to Financial Statements		4 - 11
Supplementary Information
Schedule H, Line 4a — Schedule of Delinquent Participant Contributions		12
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		13
EX-23.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of the
Superior Bancorp 401(k) Plan:

We have audited the accompanying statements of net assets available for plan benefits of the Superior Bancorp 401(k) Plan (the Plan) as of December 31, 2008 and 2007, and the related statement of changes in nets assets available for plan benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for plan benefits for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets (held at end of year) and schedule of delinquent participant contributions are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ GRANT THORNTON LLP

Raleigh, North Carolina
June 29, 2009

Statements of Net Assets Available for Plan Benefits

December 31,		2008				2007
Assets
Investments, at fair value		$	7,328,396			$	8,175,256
Receivables:
Employer contributions receivable			45,445				41,549
Employee contributions receivable			76,206				72,425
Total Receivables			121,651				113,974
Net assets reflecting all investments at fair value			7,450,047				8,289,230
Adjustments from fair value to contract value for interest in collective investment fund relative to fully benefit-responsive investment contracts			(12,353	)			(10,993	)
Net Assets Available for Plan Benefits		$	7,437,694			$	8,278,237

See accompanying notes to financial statements

Statement of Changes in Net Assets Available for Plan Benefits

Year ended December 31,		2008
Additions
Additions to net assets attributed to:
Investment Income (Loss)
Net depreciation in fair value of investments		$	(3,678,242	)
Interest			6,265
Dividends			246,605
Net investment income (loss)			(3,425,372	)
Contributions
Forfeitures			5,680
Participant contributions			1,869,805
Company contributions			1,097,974
Transfer-in / rollovers-in			865,581
Total contributions			3,839,040
Total additions			413,668
Deductions
Deductions to net assets attributed to:
Benefits paid to participants			(1,251,811	)
Administrative expenses			(2,400	)
Total deductions			(1,254,211	)
Net Decrease			(840,543	)
Net Assets Available for Plan Benefits, beginning of year			8,278,237
Net Assets Available for Plan Benefits, end of year		$	7,437,694

See accompanying notes to financial statements

Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of Superior Bancorp 401(k) Plan (the Plan), formerly The Banc Corporation 401(k) Plan, have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in Generally Accepted Accounting Standards (GAAP) and expands disclosures about fair value measurement. FAS 157 was effective for the Plan beginning with its year ended December 31, 2008. The adoption of FAS 157 did not have a material impact on the Plan’s statement of assets available for benefits or statement of changes in assets available for benefits.

As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit — Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined — Contribution Health and Welfare and Pension Plans (the “FSP”), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit responsive investment contracts because the contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The plan invests in investment contracts through the Federated Capital Preservation Fund. As required by the FSP, the Statement of Net Assets Available for Plan Benefits presents the fair value of the collective fund as well as the adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

The fair value framework described in FAS 157 requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1		Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2		Inputs to the valuation methodology include:

	•		Quoted prices for similar assets or liabilities in active markets;
	•		Quoted prices for identical or similar assets or liabilities in inactive markets;
	•		Inputs other than quoted prices that are observable for the asset or liability;

Superior Bancorp 401(k) Plan
Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

•

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3		Unobservable inputs, which contain assumptions by the party valuing those assets. For level 3 inputs, there is no market data or correlations with market assumptions.

						Fair Value Measurement at Reporting Date Using
						Quoted
						Prices in
						Active				Significant
						Markets for				Other				Significant
						Identical				Observable				Unobservable
						Assets				Inputs				Inputs
Description		12/31/2008				(Level 1)				(Level 2)				(Level 3)
Common Stock		$	498,429			$	498,429			$	—			$	—
Mutual Funds, including contributions receivable			3,718,549				3,718,549				—				—
Collective investment fund			3,130,513				—				3,130,513				—
Participant loans			102,556				—				—				102,556
Total		$	7,450,047			$	4,216,978			$	3,130,513			$	102,556

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2008:

		Participant Loans
Balance, beginning of year		$	91,991
Issuances and settlements (net)			10,565
Balance end of year		$	102,556

Superior Bancorp 401(k) Plan
Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Common stocks: Superior Bancorp (the Company’s) common stock is traded on the Nasdaq Global Market under the trading symbol “SUPR” and investments in the Company’s stock are valued using the closing price on the last business day of the plan year. Cash equivalents are stated at fair value, which is approximated by cost.

Mutual funds: Investments in the mutual fund investments are stated at fair value based on participation units owned by the Plan. Fair values of the participation units owned by the Plan in the mutual fund investments are based on quoted redemption values on the last business day of the Plan year as reported by FAS Core, LLC (the Custodian).

Participant loans: Participant loans are valued at their outstanding balance, which approximates fair value.

Collective investment funds: The collective investment fund is valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer. (See discussion below)

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Investments Reported at Contract Value

The Plan invests in a collective investment fund with Federated Investors Trust Company (Federated) that is fully benefit-responsive. The investments are held in the Federated Capital Preservation Fund (“Fund”). The Fund invests in stable value products, including Guaranteed Investment Contracts (GIC’s), synthetic GIC’s, and money market funds. The Fund seeks to outperform money market funds in a normal yield curve environment and attempts to maintain a stable unit value of $10.00. Valuation occurs daily and dividends are declared daily and paid monthly. This investment is reported at contract value in the financial statements, which represents contributions made to the account, plus earnings on the underlying investment, less participant withdrawals and administrative expenses. Recording such investments at contract value rather than fair value, to the extent that they are fully benefit-responsive, is in accordance with the FSP discussed above. The fair value of the fully benefit-responsive investment contracts are calculated using a discounting method developed by the trustee. The fair value of the Fund at December 31, 2008 and 2007 was $3,130,513 and $2,218,751, respectively. For the years ended December 31, 2008 and 2007, the average yield was 4.07% and 4.77%, and the average yield credited to participants in the Plan was 4.52% and 4.81%, respectively. There were no valuation reserves recorded that were associated with the collective investment fund in 2008 and 2007. The crediting interest rate is based on an agreed-upon formula with the issuer, but cannot be less than zero.

Superior Bancorp 401(k) Plan
Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In certain circumstances, the amount withdrawn from the Fund would be payable at fair value rather than at contract value. These circumstances include, but are not limited to, the following: mergers, mass layoffs, plan terminations, implementation of early retirement incentive programs, or other events within the control of the Fund or the Plan sponsor resulting in a material and adverse financial impact on the issuer’s obligations under the GIC. Based on prior experience, the Fund Trustee believes that it is not probable that such circumstances would be of sufficient magnitude to limit the ability of the Fund to transact at contract value with Participants.

Participants may redeem units of the Fund for the purpose of funding a bona fide benefit payment, making a Participant loan, honoring an employee-directed transfer of the employee’s interest in the Plan to another investment election, or paying Trustee fees. Participants may make withdrawals from the Fund for other purposes only upon twelve months’ advance written notice to the Fund Trustee. The Fund Trustee, in its discretion, may waive the twelve month notice requirement.

The GICs into which the Fund has entered limit the circumstances under which the issuer may unilaterally terminate the GIC on short notice. These circumstances include, but are not limited to, the following: (1) the Fund loses its qualified status under the Internal Revenue Code or is otherwise terminated, (2) the Trustee fails to meet its material obligations under the GIC, attempts to assign the GIC, or engages in fraud or misrepresentation that materially affects the risk profile of the GIC, or (3) if the fixed-income securities underlying the synthetic GIC fail to meet certain criteria as specified in the synthetic GIC. If one of these events were to occur, the issuer could terminate the synthetic GIC at the market value of the underlying fixed-income securities (or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula).

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

NOTE 2 — DESCRIPTION OF PLAN

The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan, which covers employees of the Company who have attained age 21 and are employed as of the enrollment dates of either January 1^st or July 1^st of each year. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Superior Bancorp 401(k) Plan
Notes to Financial Statements

NOTE 2 — DESCRIPTION OF PLAN (CONTINUED)

Contributions

Each year, participants may contribute up to 100% of pretax annual compensation, as defined in the Plan subject to Internal Revenue Service (IRS) limits. Participants direct the investment of their contributions into various investment options offered by the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Effective January 1, 2005, the Plan became a safe harbor plan under the Internal Revenue Code (IRC) regulations. Under the new plan description, the employer matching contribution is equal to 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. The Company contributed $1,097,974 and $937,223 to the Plan in 2008 and 2007, respectively.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. There is immediate vesting of the employer matching contributions made after January 1, 2005. Prior to 2005, vesting in the Company contribution portion of their accounts plus actual earnings thereon was based on years of continuous service. A participant was 100% vested after five years of credited service.

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings, and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants’ nonvested accounts may be used to reduce the Company’s discretionary matching contributions. However, forfeitures were not used to reduce the Company’s discretionary contributions in 2008 or 2007. The balance of forfeitures included in Plan assets were $53,749 and $46,036 as of December 31, 2008 and 2007, respectively. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Participant Loans

Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years unless the loan is for the purchase of a primary residence. In such case, the term of the loan shall be determined by the Company based on maturity dates for similar loans in the local area. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Principal and interest are paid ratably through monthly payroll deductions.

Superior Bancorp 401(k) Plan
Notes to Financial Statements

NOTE 2 — DESCRIPTION OF PLAN (CONTINUED)

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

Payment of Benefits

Upon termination of service, death, disability, or retirement, a participant may receive a lump-sum amount equal to the vested value of his or her account, or periodic equal installments for a period not to exceed the joint and last survivor life expectancy of the participant and the participant’s beneficiary.

Administrative Expenses

The Company pays all administrative expenses, other than custodial fees, on behalf of the Plan. Custodial fees are paid by the Plan.

NOTE 3 — PARTIES-IN-INTEREST TRANSACTIONS

On May 1, 2006 the trust company of Sterne, Agee & Leach Group, Inc. (“Sterne”) became the trustee for the Plan’s investments while the Custodian remained as the Plan’s record keeper for the Plan’s investments. Certain plan investments are units of mutual fund investments managed by Federated Retirement Services who has outsourced the record keeping duties to the Custodian. One of the investment vehicles in the Plan is Superior Bancorp common stock. The Company pays for all legal, accounting, and other services on behalf of the Plan, other than participant loan origination fees.

NOTE 4 — INCOME TAX STATUS

Effective November 1, 2006, the Plan adopted the proto-type 401(k) plan of Sterne. The IRS has determined and informed Sterne by a letter dated November 19, 2001, that the prototype 401(k) plan used by the Plan is designed in accordance with the applicable requirements of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed in accordance with the applicable requirements of the IRC. As discussed in Note 7, the Plan Administrator identified one payroll period in 2008 for which the Company inadvertently did not make a timely remittance of certain employee deferrals to the trust. This has been corrected in accordance with Department of Labor rules. Also, the Plan Administrator has determined that the Plan may utilize IRS voluntary correction programs to address operational issues, and thus will remain in compliance with applicable laws and regulations. Consequently, no provision for income taxes has been included in the Plan’s financial statements.

Superior Bancorp 401(k) Plan
Notes to Financial Statements

NOTE 5 — INVESTMENTS

The fair value of individual investments that represent 5% or more of the Plan’s net assets is as follows:

December 31,		2008				2007
Federated Capital Preservation Fund		$	3,130,513			$	2,218,751
Federated Total Return Bond A			703,764				824,494
Superior Bancorp Common Stock			498,429				1,491,333
Baron Growth Fund			373,986				559,868
Federated International Small Company Fund A			N/A				425,550
Federated Capital Appreciation Fund			368,507				418,235

During 2008, the Plan’s investments (including investments bought, sold, as well as held during the year) depreciated in fair value as determined by quoted market prices as follows:

December 31,		2008
Superior Bancorp common stock		$	(2,087,597	)
Mutual fund investments			(1,590,645	)
		$	(3,678,242	)

NOTE 6 — RISKS AND UNCERTAINTIES

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits.

Superior Bancorp 401(k) Plan
Notes to Financial Statements

NOTE 7 — DELINQUENT PARTICIPANT CONTRIBUTIONS

The Plan Administrator identified one payroll period in 2008 for which the Company inadvertently did not make a timely remittance of certain employee deferrals to the trust. At December 31, 2008, there were $3,709 of receivables related to these contributions. Prior to June 29, 2009, this has been corrected in accordance with Department of Labor rules.

NOTE 8 — SUBSEQUENT EVENT FOOTNOTE

The Plan was amended effective January 1, 2009 to automatically enroll eligible employees into the Plan.

Supplementary Information

Schedule H, Line 4a — Schedule of Delinquent Participant Contributions
Plan Sponsor EIN: 63-1201350
Plan Number 001

2008 Form 5500 Line 4a — Schedule of Delinquent Participant Contributions

Participant Contributions Transferred Late to Plan						Total that Constitute Nonexempt Prohibited Transactions
	$ 3,709						$ 3,709

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Plan Sponsor EIN: 63-1201350
Plan Number 001

		( b )
		Identity of issue,
		borrower, lessor,		( c )		( d )		( e )
(a)		or similar party		Description of investment		Cost		Current value
*		Superior Bancorp		Superior Bancorp Common Stock		Omitted cost with respect to participant directed transactions under an individual account plan		$	498,429
*		Federated		Federated mdt Balanced Fund A					199,947
*		Superior Bancorp		Employer Stock Awaiting Purchase Fund					3
*		Federated		Federated Capital Preservation Fund					3,130,513
*		Federated		Federated GNMA Trust SS					189,441
*		Federated		Federated Total Return Bond A					703,764
		American Century		American Century Equity Income Advisor Class					339,053
		Baron Funds		Baron Funds Growth Fund					373,986
		Touchstone Funds		Touchstone Diversified Small Cap Value Z					137,621
*		Federated		Federated Stock Trust					101,657
*		Federated		Federated Kaufmann Fund					218,038
*		Federated		Federated Capital Appreciation Fund					368,507
*		Federated		Federated Mid-Cap Index IS					248,444
*		Federated		Federated Max-Cap Index Fund					92,338
		Janus		Janus Advisor Forty Class S					239,777
*		Federated		Federated International Equity Fund A					130,401
*		Federated		Federated International Small Company Fund A					253,921
*		Participant Loans		Interest rates ranging from 5.00% to 9.25%					102,556
								$	7,328,396

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the Superior Bancorp 401(k) Plan has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.

		SUPERIOR BANCORP 401(K) PLAN
		By /s/ Ellen Casey
		Ellen Casey
		Administrator

Dated: June 29, 2009

EXHIBIT INDEX

Exhibit No.		Exhibit
23-1		Consent of GRANT THORNTON, LLP