Banc Corp Sample Contracts

EXHIBIT 4-2 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2005 • Banc Corp • State commercial banks • Alabama
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ARTICLE I
Stock Purchase Agreement • January 25th, 2005 • Banc Corp • State commercial banks • Alabama
ARTICLE II POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
Guarantee Agreement • September 20th, 2001 • Banc Corp • State commercial banks • New York
Exhibit (4) - 2 TERMINATION AGREEMENT The Banc Corporation 17 North 20th Street Birmingham, Alabama 35203 Gentlemen: The undersigned hereby (i) agrees to the termination of the Deferred Compensation Agreement, dated August 8, 1999, between The Banc...
Termination Agreement • April 6th, 2006 • Banc Corp • State commercial banks

The undersigned hereby (i) agrees to the termination of the Deferred Compensation Agreement, dated August 8, 1999, between The Banc Corporation and/or The Bank and the undersigned and (ii) agrees to accept in satisfaction of all obligations thereunder:

1 EXHIBIT 4.8 Floating Rate MMCapS(SM) TBC CAPITAL STATUTORY TRUST III PLACEMENT AGREEMENT
Banc Corp • September 20th, 2001 • State commercial banks • New York
INTRODUCTION
Compensation Agreement • November 9th, 1998 • Banc Corp • State commercial banks • Alabama
THE BANK DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • March 27th, 2000 • Banc Corp • State commercial banks • Florida
COMMON STOCK PAR VALUE $0.001 PER SHARE
Underwriting Agreement • February 28th, 2002 • Banc Corp • State commercial banks • New York
GUARANTEE AGREEMENT by and between PEOPLES COMMUNITY BANCSHARES, INC. and WILMINGTON TRUST COMPANY Dated as of December 15, 2005
Guarantee Agreement • March 14th, 2008 • Superior Bancorp • State commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 15, 2005, is executed and delivered by Peoples Community Bancshares, Inc., a Florida corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Peoples Community Statutory Trust I, a Delaware statutory trust (the “Issuer”).

1 EXHIBIT 2.4 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN WARRIOR CAPITAL CORPORATION
Agreement and Plan of Merger • September 11th, 1998 • Banc Corp • State commercial banks • Alabama
AGREEMENT
Agreement • January 25th, 2005 • Banc Corp • State commercial banks • Alabama
CONFIDENTIAL
Agreement and Plan of Merger • May 10th, 2006 • Banc Corp • State commercial banks • Delaware
1 EXHIBIT 8.3 October 9, 1998
Reorganization Agreement • October 9th, 1998 • Banc Corp • State commercial banks
EXHIBIT 10-3 AGREEMENT
Agreement • July 22nd, 2005 • Banc Corp • State commercial banks • Alabama
RECITALS
Employment Agreement • November 9th, 1998 • Banc Corp • State commercial banks • Alabama
LAW OFFICES [HASKELL SLAUGHTER & YOUNG, L.L.C. LETTERHEAD]
Banc Corp • April 30th, 1999 • State commercial banks
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ARTICLE I PURCHASE AND ASSUMPTION
Branch Purchase and Assumption Agreement • March 15th, 2004 • Banc Corp • State commercial banks • Mississippi
GUARANTEE AGREEMENT by and between SUPERIOR BANCORP, as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Guarantee Trustee relating to SUPERIOR CAPITAL TRUST II Dated as of December 11, 2009
Guarantee Agreement • March 11th, 2010 • Superior Bancorp • State commercial banks • New York

GUARANTEE AGREEMENT, dated as of December 11, 2009, between SUPERIOR BANCORP, a Delaware corporation (the “Guarantor”), having its principal office at 17 North Twentieth Street, Birmingham, Alabama 35203, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of SUPERIOR CAPITAL TRUST II, a Delaware statutory trust (the “Issuer Trust”).

AGREEMENT
Agreement • January 25th, 2005 • Banc Corp • State commercial banks • Alabama
1 EXHIBIT (1)-1 FORM OF
Banc Corp • November 9th, 1998 • State commercial banks • Alabama
AGREEMENT
Agreement • May 1st, 2007 • Superior Bancorp • State commercial banks • Florida

This Agreement (“Agreement”), dated as of January 18, 2007, is between Superior Bank, its successors, assigns and affiliated companies (the “Company”) and Christopher Pennewill (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Superior Bancorp • State commercial banks • Alabama

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated this 29th day of December, 2008, between Superior Bancorp, a Delaware corporation (“Parent”) and Rick D. Gardner (the “Executive”).

AGREEMENT
Agreement • September 6th, 2006 • Superior Bancorp • State commercial banks • Alabama

THIS AGREEMENT (this “Agreement”) is made and entered into this 31st day of August, 2006, by and between SUPERIOR BANCORP, a Delaware corporation (“Company”), and STACEY W. MANN (“Executive”), and shall be effective immediately prior to the consummation of the Merger as defined below.

WITNESSETH:
Employment Agreement • March 31st, 1999 • Banc Corp • State commercial banks • Florida
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 7th, 2008 • Superior Bancorp • State commercial banks • Alabama

CHANGE IN CONTROL AGREEMENT (the “Agreement”), dated this 8th day of September, 2008 among Superior Bancorp, a Delaware corporation (the “Parent”), Superior Bank, a federal savings bank, and James A. White (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 1999 • Banc Corp • State commercial banks • Alabama
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