- Small Company Offering and Sale of Securities Without Registration (D)

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM D	OMB APPROVAL OMB Number: 3235-0076 Expires: June 30, 2012 Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities

1. Issuer's Identity
CIK (Filer ID Number)	Previous Name(s)   o None	Entity Type
0001065298	THE BANC CORPORATION BANC CORP	x Corporation o Limited Partnership o Limited Liability Company o General Partnership o Business Trust o Other
Name of Issuer
SUPERIOR BANCORP
Jurisdiction of Incorporation/Organization
DELAWARE

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
SUPERIOR BANCORP

Street Address 1	Street Address 2
17 NORTH 20TH STREET

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
BIRMINGHAM	ALABAMA	35203	[phone]

3. Related Persons

Last Name	First Name	Middle Name
BAILEY	C.	STANLEY

Street Address 1	Street Address 2
BAILEY MEWS, 12615 HIGHWAY 69 NORTH

City	State/Province/Country	ZIP/Postal Code
BAILEYTON	ALABAMA	35019

Relationship:

x

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
BARKER	ROGER	D.

Street Address 1	Street Address 2
P.O. BOX 10048	Suite 730

City	State/Province/Country	ZIP/Postal Code
BIRMINGHAM	ALABAMA	35202-0048

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
GARDNER	RICK	D.

Street Address 1	Street Address 2
17 NORTH 20TH STREET

City	State/Province/Country	ZIP/Postal Code
BIRMINGHAM	ALABAMA	35203

Relationship:

x

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
JERNIGAN, JR.	THOMAS	E.

Street Address 1	Street Address 2
2000 MORRIS AVENUE

City	State/Province/Country	ZIP/Postal Code
BIRMINGHAM	ALABAMA	35203

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
KENT, JR.	JAMES	MAILON

Street Address 1	Street Address 2
2700 HIGHWAY 280 SOUTH	SUITE 450 EAST BOX 531216

City	State/Province/Country	ZIP/Postal Code
BIRMINGHAM	ALABAMA	35253

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
LEE	MARK	A.

Street Address 1	Street Address 2
100 MORGAN KEEGAN DRIVE, SUITE 430

City	State/Province/Country	ZIP/Postal Code
LITTLE ROCK	ARKANSAS	72202

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
LOWE	PETER	L.

Street Address 1	Street Address 2
307 FRANKLIN STREET

City	State/Province/Country	ZIP/Postal Code
HUNTSVILLE	ALABAMA	35801

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
METZ	JOHN	C.

Street Address 1	Street Address 2
TWO WOODLAND DRIVE

City	State/Province/Country	ZIP/Postal Code
DALLAS	PENNSYLVANIA	18612

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
MITCHELL	D.	DEWEY

Street Address 1	Street Address 2
20537 AMBERFIELD DRIVE

City	State/Province/Country	ZIP/Postal Code
LAND O' LAKES	FLORIDA	34638

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
PARRISH, JR.	ROBERT	R.

Street Address 1	Street Address 2
1701 HERMITAGE BLVD, SUITE 202

City	State/Province/Country	ZIP/Postal Code
TALLAHASSEE	FLORIDA	32308

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
ROBERTS, III	CHARLES	W.

Street Address 1	Street Address 2
15647 HALES PLACE PLANTATION ROAD

City	State/Province/Country	ZIP/Postal Code
TALLAHASSEE	FLORIDA	32312

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
SCOTT	C.	MARVIN

Street Address 1	Street Address 2
17 NORTH 20TH STREET

City	State/Province/Country	ZIP/Postal Code
BIRMINGHAM	ALABAMA	35203

Relationship:

x

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
WHITE, SR.	JAMES	C.

Street Address 1	Street Address 2
C/O BANKS FINLEY WHITE & CO	617 37TH ST S

City	State/Province/Country	ZIP/Postal Code
BIRMINGHAM	ALABAMA	35222

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
WHITE	JAMES	A.

Street Address 1	Street Address 2
17 NORTH 20TH STREET

City	State/Province/Country	ZIP/Postal Code
BIRMINGHAM	ALABAMA	35203

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
DOBBS, JR.	THOMAS	E.

Street Address 1	Street Address 2
500 MARKET STREET NW

City	State/Province/Country	ZIP/Postal Code
DECATUR	ALABAMA	35601

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
CAUGHRAN	WILLIAM	H.

Street Address 1	Street Address 2
705 NEWHOPE MOUNTAIN ROAD

City	State/Province/Country	ZIP/Postal Code
PELHAM	ALABAMA	35124

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	x	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506
o	Rule 504 (b)(1)(ii)	o	Securities Act Section 4(6)
o	Rule 504 (b)(1)(iii)	o	Investment Company Act Section 3(c)

7. Type of Filing

x

New Notice

Date of First Sale

2010-05-06

o

First Sale Yet to Occur

o

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

o

Yes

x

No

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	o	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	x	Other (describe)
			Series B Cumulative Convertible Preferred Stock, which mandatorily converts to Superior Bancorp common stock; accompanying Warrant to purchase shares of Superior Bancorp common stock.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No
Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$   100000   USD

12. Sales Compensation

Recipient	Recipient CRD Number	o	None
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Street Address 1	Street Address 2

City	State/Province/Country	ZIP/Postal Code

State(s) of Solicitation	o	All States

13. Offering and Sales Amounts

Total Offering Amount	$   25000000   USD	o Indefinite
Total Amount Sold	$   10000000   USD
Total Remaining to be Sold	$   15000000   USD	o Indefinite

Clarification of Response (if Necessary)

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	3

15. Sales Commissions & Finders' Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$   0   USD	o	Estimate
Finders' Fees	$   0   USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$   0   USD

o

Estimate

Clarification of Response (if Necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

	In submitting this notice, each Issuer named above is:
	Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees. Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

	Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
	For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

All Issuers	Signature	Name of Signer	Title	Date
SUPERIOR BANCORP	/s/ William Caughran	William Caughran	General Counsel	2010-05-18