LOAN AGREEMENT

Exhibit 10.1

LOAN AGREEMENT

     THIS LOAN AGREEMENT (this “ Agreement ”) is made and entered into as of January 26, 2007, by and between SUPERIOR BANCORP, formerly known as The Banc Corporation, a Delaware corporation (“ Borrower ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“ Lender ”), and has reference to the following facts and circumstances:

     A. Borrower has applied for a revolving credit loan from Lender in the principal amount of up to $10,000,000.

     B. Lender is willing to make said revolving credit loan to Borrower upon, and subject to, the terms, provisions and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby mutually agree and promise as follows:

SECTION 1 . TERM

     The “ Term ” of this Agreement shall commence on the date hereof and shall end on January 26, 2008, unless earlier terminated upon the occurrence of an Event of Default under this Agreement. All representations and warranties made herein shall survive termination and termination shall not affect a party’s rights with respect to any prior breach of any term, agreement, covenant, representation or warranty contained herein.

SECTION 2 . DEFINITIONS

     In addition to the terms defined elsewhere in this Agreement or in any Exhibit or Schedule hereto, when used in this Agreement, the following terms shall have the following meanings (such meanings shall be equally applicable to the singular and plural forms of the terms used, as the context requires):

      Act shall have the meaning ascribed thereto in Section 9.17.

      Attorneys’ Fees means the reasonable value of the services (and costs, charges and expenses related thereto) of the attorneys employed by Lender (including, without limitation, attorneys who are employees of Lender) from time to time to represent Lender (a) in the preparation or amendment of this Agreement and the other Transaction Documents, (b) in any litigation, contest or proceeding or to take any other action in or with respect to any litigation, contest or proceeding (whether instituted by Lender, Borrower or any other Person and whether in bankruptcy or otherwise) in any way or respect relating to this Agreement or any of the other Transaction Documents, Borrower, Subsidiary Bank, any Subsidiary, or any other Obligor, and (c) to enforce any of Lender’s rights to collect any of the Obligations; provided, that such Attorneys’ Fees shall be determined on the basis of rates then generally applicable to the attorneys (and all paralegals, accountants and other staff employed by such attorneys) employed by Lender, which may be higher than the rates such attorneys (and all paralegals, accountants and other staff employed by such attorneys) charge Lender in certain matters.

      Business Day shall mean any day except a Saturday, Sunday or legal holiday observed by Lender.

      Capitalized Lease shall mean any lease which, in accordance with GAAP consistently applied, is required to be capitalized on the balance sheet of the lessee.

      Change in Control shall mean any of the following events: (a) the acquisition at any time by a “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 [the “ Exchange Act ”]) of beneficial ownership (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of securities representing more than Fifty Percent (50%) of the combined voting power in the election of directors of the then outstanding securities of Borrower or any successor of Borrower; (b) during any period of two (2) consecutive years or less, the individuals who at the beginning of such period constituted a majority of the board of directors cease, for any reason other than death, disability or retirement to constitute a majority of Borrower’s board of directors, unless the election of or nomination for election of each new director during such period was approved by a vote of at least a majority of the directors still in office who were directors at the beginning of the period; (c) approval by the stockholders of Borrower of any sale or disposition of substantially all of the assets or earning power of the Borrower; or (d) approval by the stockholders of Borrower of any merger, consolidation, or statutory share exchange to which Borrower is a party and as a result of which the persons who were stockholders of Borrower immediately prior to the effective date of the merger, consolidation or share exchange shall have beneficial ownership of less than Fifty Percent (50%) of the combined voting power in the election of directors of the surviving corporation.

      Code shall mean the Internal Revenue Code of 1986, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed to also refer to any successor sections.

      Collateral shall have the meaning ascribed to such term in the Pledge.

      Community shall mean Community Bancshares, Inc., a Delaware corporation.

      Consolidated Subsidiary shall mean with respect to any Person at any date, any Subsidiary or other entity the assets and liabilities of which are or should be consolidated with those of such Person in its consolidated financial statements as of such date in accordance with GAAP consistently applied.

      Default shall mean an event or condition the occurrence of which would, with the lapse of time, the giving of notice, or both, become or constitute an Event of Default as defined in Section 8 hereof.

      Distribution in respect of any corporation or other entity shall mean: (a) dividends or other distributions on or in respect of any of the capital stock or other equity interests of such corporation or other entity; and (b) the redemption, repurchase or other acquisition of any capital stock or other equity interests of such corporation or other entity or of any warrants, rights or other options to purchase any such capital stock or other equity interests.

      Environmental Laws shall have the meaning ascribed thereto in Section 9.04.

      Environmental Lien shall have the meaning ascribed thereto in Section 6.10(g).

      ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time (references to sections of ERISA shall be construed to also refer to any successor sections).

      ERISA Affiliate shall mean any corporation, trade or business that is, along with Borrower, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA.

      Event of Default shall have the meaning ascribed thereto in Section 8.

      GAAP shall mean, at any time, generally accepted accounting principles at such time in the United States.

      Indebtedness of any Person shall mean and include all obligations of such Person which in accordance with GAAP consistently applied are or should be classified upon a balance sheet of such Person as liabilities of such Person, including any and all contingent obligations, indebtedness and/or liabilities of such Person, as long as they are reflected on the balance sheet of such Person and any and all obligations of such Person under any Capitalized Lease.

      Indemnitee shall have the meaning ascribed thereto in Section 9.05.

      Indemnified Liabilities shall have the meaning ascribed thereto in Section 9.05.

      Interest Differential shall mean that sum equal to the greater of zero (0) or the financial loss incurred by Lender resulting from prepayment, calculated as the difference between the amount of interest Lender would have earned (from like investments in the Money Markets as of the first day of the applicable LIBOR Advance) had prepayment not occurred and the interest Lender will actually earn (from like investments in the Money Markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment; provided, that, because of the short-term nature of the Loan, Borrower agrees that the Interest Differential shall not be discounted to its present value.

      LIBOR Advance shall have the meaning ascribed thereto in Section 3.02(a).

      Lien shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract, including, without limitation, any security interest, mortgage, deed of trust, pledge, lien or other encumbrance of any kind or nature whatsoever, any conditional sale or trust receipt and any lease, consignment or bailment for security purposes.

      Loan shall have the meaning ascribed thereto in Section 3.01.

      Loan Period shall mean the period commencing on the advance date of the applicable LIBOR Advance and ending on the numerically corresponding day one (1), two (2), three (3), or six (6) months thereafter matching the interest rate term selected by Borrower; provided, however, (a) if any Loan Period would otherwise end on a day which is not a New York Banking Day, then the Loan Period shall end on the next succeeding New York Banking Day unless the next succeeding New York Banking Day falls in another calendar month, in which case the Loan Period shall end on the immediately preceding New York Banking Day; or (b) if any Loan Period begins on the last New York Banking Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of the Loan Period), then the Loan Period shall end on the last New York Banking Day of the calendar month at the end of such Loan Period.

      Material Adverse Effect shall mean (a) a material adverse effect on the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, Subsidiary Bank, and/or any Subsidiary, (b) material impairment of the ability of Borrower, Subsidiary Bank, and/or any Subsidiary to perform any of its obligations under this Agreement, the Note or any of the other Transaction Documents or (c) material impairment of the enforceability of the rights of, or benefits available to, Lender under this Agreement, the Note, the Pledge or any of the other Transaction Documents.

      Money Markets shall mean one or more wholesale funding markets available to and selected by Lender, including negotiable certificates of deposit, commercial paper, Eurodollar deposits, bank notes, federal funds, interest rate swaps or others.

      Multiemployer Plan shall mean a “multiemployer plan” as defined in Section 4001(a) (3) of ERISA which is maintained for employees of Borrower, any other Obligor, any ERISA Affiliate, Subsidiary Bank, or any Subsidiary.

      New York Banking Day shall mean any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York.

      Note shall mean the Revolving Credit Note to be executed and delivered to Lender pursuant to Section 3.01, as the same may from time to time be amended, modified, extended or renewed.

      Notice of Borrowing shall have the meaning ascribed thereto in Section 3.03(a).

      Obligations shall mean any and all indebtedness, liabilities and obligations of Borrower to Lender under this Agreement, the Note, the Pledge, any of the other Transaction Documents, or any other agreement, instrument or document heretofore, now or hereafter executed and delivered by Borrower to Lender, in each case in connection with or contemplated by the Transaction Documents, now existing or hereafter arising, absolute or contingent, joint and/or several, secured or unsecured, direct or indirect, expressed or implied in law, contractual or tortious, liquidated or unliquidated, at law or in equity, or otherwise, and whether created directly or acquired by Lender by assignment or otherwise, and any and all costs of collection and/or Attorneys’ Fees incurred or to be incurred in connection therewith.

      Obligor shall mean Borrower and each other Person who is or shall become primarily or secondarily liable on any of the Obligations or who grants Lender a Lien upon any Property or assets of such Person as collateral for any of the Obligations.

      OTS shall mean the United States Department of Treasury, Office of Thrift Supervision.

      OTS Capital Guidelines shall have the meaning ascribed thereto in Section 6.09.

      PBGC shall mean the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

      Pension Plan shall mean any “pension plan” as such term is defined in Section 3(2) of ERISA which is subject to the provisions of Title IV of ERISA and which is established or maintained by Borrower, any other Obligor, any ERISA Affiliate, Subsidiary Bank, or any Subsidiary, other than a Multiemployer Plan.

      Permitted Liens shall mean (a) Liens securing government deposits at Subsidiary Bank; (b) Liens on Property or assets which secure loans or other extensions of credit made by Subsidiary Bank or any Subsidiary in the ordinary course of their banking business; (c) Liens on Property or assets acquired by Subsidiary Bank or any Subsidiary by foreclosure or by deed in lieu of foreclosure in the ordinary course of their banking business; (d) Liens for taxes, assessments and other governmental charges that are not yet delinquent or are being contested in good faith; (e) purchase money Liens related to purchase of capital assets not to exceed $500,000; (f) Liens assumed in connection with acquisitions or mergers as long as such acquisition or merger is permitted by the terms of this Agreement; (g) statutory Liens of landlords, carriers, warehousemen, mechanics, suppliers, material men, or other like Liens incurred in the ordinary course of business and which are not yet delinquent or are being contested in good faith; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation and unemployment insurance and other types of social security; (I) Liens incurred or deposits made to secure performance or tenders, bids, leases, statutory obligations, utility services, progress payments and the like; (j) the refinancing of any Liens permitted by this Agreement, and (g) the Liens described on Schedule 5.12 attached hereto.

      Person shall mean an individual, partnership, corporation, limited liability company, trust, unincorporated organization or association, and a government or agency or political subdivision thereof.

      Pledge shall mean the Stock Pledge Agreement dated as of the date hereof to be executed by Borrower and delivered to Lender pursuant to Section 3 hereof as the same may from time to time be amended.

      Prime Rate shall mean the interest rate announced from time to time by Lender as its “prime rate” (which rate shall fluctuate as and when said prime rate shall change). Borrower acknowledges that such “prime rate” is a reference rate and does not necessarily represent the lowest or best rate offered by Lender to their customers.

      Prime Rate Advance shall have the meaning ascribed thereto in Section 3.02(a).

      Property shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible; and Properties shall mean any or all of the foregoing. For purposes of this Agreement, Borrower, Subsidiary Bank, and any Subsidiary, as the case may be, shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

      Regulatory Agency shall mean any Federal, state or local governmental or regulatory agency, authority, entity or official having jurisdiction over the banking or other related activities of Borrower, Subsidiary Bank, and/or any Subsidiary including, without limitation (to the extent applicable), The Board of Governors of the Federal Reserve System, the OTS, and the Federal Deposit Insurance Corporation.

      Related Party shall mean any Person which directly or indirectly through one or more intermediaries controls, or is controlled by or is under common control with, Borrower, Subsidiary Bank, or any Subsidiary. The term “control” shall mean the possession, directly or indirectly, of the power to vote Ten Percent (10%) or more of the capital stock of any Person or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

      Reportable Event shall have the meaning ascribed thereto in ERISA.

      SEC shall mean the United States Securities and Exchange Commission.

      Subsidiary shall mean any corporation or other entity of which more than Fifty Percent (50%) of the issued and outstanding capital stock or other equity interests entitled to vote for the election of directors, managers or other persons performing similar functions (other than by reason of default in the payment of dividends or other distributions) is at the time owned directly or indirectly by Borrower, Subsidiary Bank, or any Subsidiary; and Subsidiaries shall mean any or all of the foregoing.

      Subsidiary Bank shall mean as of the effective date of this Agreement, Superior Bank, a Federal savings bank; provided, that, this definition may be amended in the future to reflect any other Subsidiary Bank that Borrower acquires.

      Term shall have the meaning ascribed thereto in Section I.

      Transaction Documents shall mean this Agreement, the Note, the Pledge, and all other agreements, documents, instruments and certificates connected with or otherwise relating to this Agreement or the Loan made hereunder, all as the same may from time to time be amended, modified, extended or renewed.

SECTION 3. THE LOAN

     3.01 Commitment of Lender . Lender hereby agrees to make Borrower a revolving credit loan in the original principal amount of up to Ten Million Dollars ($10,000,000.00) (the “ Loan ”), which Loan, or any portion thereof, may be repaid and, subject to the terms and conditions hereof (and as long as no Event of Default exists), reborrowed to, but not including the last day of the Term. The aggregate principal amount which Borrower may have outstanding under the Loan at any one time shall not initially exceed Ten Million Dollars ($10,000,000.00), which amount may be borrowed, paid, reborrowed and repaid in whole or in part; provided, that, upon request prior to the last day of the Term, as long as no Default or Event of Default has occurred and is continuing, and further subject to approval in accordance with Lender’s credit approval policies and procedures after receipt by Lender of any such request, the Loan may by increased to an amount not to exceed $15,000,000.00. The Loan shall be evidenced by the Revolving Credit Note of Borrower dated the date of this Agreement, payable to the order of Lender in the principal amount of $10,000,000.00, having a maturity date of the last day of the Term, and in the form attached hereto and incorporated by reference as Exhibit A (as the same may from time to time be amended, modified, extended or renewed, the “ Note ”).

     3.02 Interest .

     (a) Interest on each Loan advance shall accrue at one of the following annual rates selected by Borrower: (a) upon notice to Lender, One and 5/10 Percent (1.5%) below the Prime Rate (each, a “ Prime Rate Advance ”); or (b) upon a minimum of two (2) New York Banking Days prior notice, One and 25/100 Percent (1.25%) above the one (1), two (2), three (3), or six (6) month LIBOR rate quoted by Lender from Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate in effect two (2) New York Banking Days prior to commencement of the advance), adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation (each, a “ LIBOR Advance ”).

     (b) In the event Borrower does not timely select another interest rate option at least two (2) New York Banking Days before the end of the Loan Period for a LIBOR Advance, Lender may at any time after the end of the Loan Period convert the LIBOR Advance to a Prime Rate Advance, but until such conversion, the funds advanced under the LIBOR Advance shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Advance prior to the end of the Loan Period.

     (c) No LIBOR Advance may extend beyond the last day of the Term. In any event, if the Loan Period for a LIBOR Advance should happen to extend beyond the last day of the Term, such LIBOR Advance must be prepaid on the last day of the Term. Lender’s internal records of applicable interest rates shall be determinative in the absence of manifest error. Each LIBOR Advance shall be in a minimum principal amount of $100,000. The aggregate number of LIBOR Advances in effect at any one time may not exceed five (5).

     (d) After maturity of the Loan, whether by reason of acceleration or otherwise, interest shall accrue on the Loan and be payable on demand on the entire outstanding principal balance thereof at an annual rate equal to Three Percent (3%) over and above the then existing rate(s). Interest on each Loan advance shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31, and on the last day of the Term, or earlier if maturity is accelerated pursuant to the terms of this Agreement. All payments shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. Lender’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

     3.03 Method of Borrowing .

     (a) Borrower shall give Lender oral or written notice (a “ Notice of Borrowing ”) by 10:00 a.m. (St. Louis time) on (i) the Business Day on which each Prime Rate Advance shall be made, or (ii) at least a minimum of two (2) New York Banking Days prior to which each LIBOR Advance shall be made. Each Notice of Borrowing shall specify: (A) the date of such advance, which shall be a Business Day during the Term, (B) the aggregate principal amount of such advance, and (C) with respect to each LIBOR Advance, the Loan Period.

     (b) A Notice of Borrowing shall not be revocable by Borrower.

     (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 4 has not been satisfied) make the applicable Loan advance to Borrower by crediting the amount of such Loan advance to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing.

     (d) If Lender makes a new Loan advance under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan advance, Lender shall apply the proceeds of its new Loan advance to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by Lender to Borrower.

     (e) Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex, electronic mail, or written instructions of any individual identifying himself or herself as one of the individuals listed on Schedule 3.03 attached hereto (or any other individual from time to time authorized to act on behalf of Borrower pursuant to a resolution adopted by either the Board of Directors of Borrower and certified by the Secretary of Borrower) with respect to any request to make a Loan advance or a repayment under this Agreement, and on any signature which Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any and all claims, demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the acceptance of instructions for making Loan advances or repayments under this Agreement; unless such claims, demands, damages, liabilities and losses are caused solely by Lender’s gross negligence or intentional misconduct.

     3.04 Prepayment . Borrower shall be privileged at any time to prepay all or any portion of the Loan prior to last day of the Term, without penalty or premium, provided that: (a) partial prepayments shall be applied to the installments of principal of the Note in the inverse order of their stated maturities; (b) on each prepayment date, Borrower shall pay to Lender all accrued interest on the principal portion of the Loan being prepaid to and including the date of such prepayment; (c) no Default or Event of Default under this Agreement shall have occurred and be continuing; and (d) if a LIBOR Advance is prepaid prior to the end of the applicable Loan Period for such LIBOR Advance, whether voluntarily or because prepayment is required due to the Loan maturing, or due to acceleration of the Loan upon default or otherwise, Borrower agrees to pay all of Lender’s costs, expenses and Interest Differential (as determined by Bank) incurred as a result of such prepayment. Any prepayment of a LIBOR Advance shall be in an amount equal to the remaining entire principal balance of such LIBOR Advance.

     3.05 General Provisions as to Payments . Borrower shall make each payment of principal of, and interest on, the Loan and all other amounts payable by Borrower under this Agreement, not later than 12:00 noon (St. Louis time) on the date when due and payable, in Federal or other funds immediately available in St. Louis, Missouri, to Lender at its address referred to in Section 3.06. All

payments received by Lender after 12:00 noon (St. Louis time) shall be deemed to have been received by Lender on the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Loans or of other amount shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon, at the then applicable rate, shall be payable for such extended time.

     3.06 Place of Payment . Both principal and interest under the Note are payable to Lender in lawful currency of the United States in Federal or other immediately available funds at Lender’s banking office at One US Bank Plaza, 7 ^th Street & Washington Avenue, St. Louis, Missouri 63101.

     3.07 Late Fees . If Borrower fails to make any payment of any principal of or interest on any Loan advance within ten (10) days after the same becomes due, whether by reason of maturity, acceleration or otherwise, in addition to all of the other rights and remedies of Lender under this Agreement and at law or in equity, Borrower shall pay Lender on demand with respect to each such late payment a late fee in an amount not to exceed Three Percent (3%) of each late payment.

     3.08 Capital Adequacy . If, after the date of this Agreement, Lender shall have determined in good faith that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Regulatory Agency, other governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or will have the effect of reducing the rate of return on Lender’s capital in respect of its obligations under this Agreement to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy), then from time to time Borrower shall pay to Lender upon demand such additional amount or amounts as will compensate Lender for such reduction. All determinations made in good faith by Lender of the additional amount or amounts required to compensate Lender in respect of the foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, Lender may use any reasonable averaging and attribution methods.

SECTION 4 . PRECONDITIONS TO LOAN ADVANCES

     4.01 Initial Advance under Loan . Notwithstanding any provision contained herein to the contrary, Lender shall have no obligation to make the initial Loan advance unless Lender shall have received the following, all in form acceptable to Lender:

(a) this Agreement and the Note, each executed by a duly authorized officer of Borrower;

(b) the Pledge, executed by a duly authorized officer of Borrower, and the collateral schedule, stock power(s), UCC financing statement, and such other documents as Lender may require in connection with the Pledge;

(c) 65,026 shares of the common stock of Subsidiary Bank, representing at least Fifty One Percent (51%) of the issued and outstanding common stock of Subsidiary Bank (as verified by the Secretary of Subsidiary Bank), said shares to be issued in Borrower’s name and accompanied by stock powers duly executed in blank by an authorized officer of Borrower which the signature(s) of such officer(s) guaranteed;

(d) the Certificate of President, duly executed by the President of Borrower;

(e) copies of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement and the other Transaction Documents, certified by the Secretary of Borrower;

(f) copies of the Articles or Certificate of Incorporation of Borrower, including any amendments thereto, certified by the Secretary of State of the State of Delaware, and copies of the Articles or Certificate of Incorporation of Subsidiary Bank, including any amendments thereto, certified by the OTS;

(g) copies of the By-Laws of Borrower and Subsidiary Bank, including any amendments thereto, certified by the Secretary of Borrower, and the Secretary of Subsidiary Bank, respectively;

(h) a certificate of good standing for Borrower issued by the Secretary of State of the State of Delaware, and a certificate of corporate existence for Subsidiary Bank issued by the OTS;

(i) an opinion of counsel from William H. Caughran, Jr., General Counsel of Borrower, in the form acceptable to Lender;

(j) evidence that no change in the financial condition of Borrower, Subsidiary Bank and/or any Subsidiary shall have occurred since September 30, 2006 that could have a Material Adverse Effect; and

(k) such other agreements, documents, instruments, certificates and assurances as Lender may reasonably request.

     4.02 All Advances . Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make any Loan advance under this Agreement unless:

(a) Lender shall have received a Notice of Borrowing for such Revolving Credit Loan as required by Section 3.03(a);

(b) both immediately before and immediately after giving effect to such Loan advance, no Default or Event of Default shall have occurred and be continuing;

(c) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, Subsidiary Bank and/or any Subsidiary which may have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and

(d) all of the representations and warranties made by Borrower and any third-parties in this Agreement and/or in any other Transaction Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan advance (and for purposes of this Section 4.02(d), the representations and warranties made by Borrower in Section 5.04 shall be deemed to refer to the most recent financial statements of Borrower delivered to Lender pursuant to Section 6.03).

Each request for a Loan advance by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan advance as to the facts specified in clauses (b), (c), and (d) of this Section 4.02.

SECTION 5 . REPRESENTATIONS AND WARRANTIES

     To induce Lender to make the Loan, Borrower hereby represents and warrants to Lender that:

     5.01 Corporate Existence and Power . Each of Borrower, Subsidiary Bank, and each Subsidiary: (a) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) has all requisite corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted; and (c) is duly qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect on its business, financial condition or operations. Borrower is a Delaware chartered “savings and loan holding company” as defined in and within the meaning of 12 U.S.C. §1467a et seq., and as such Borrower has filed all necessary reports with and received all necessary approvals from OTS. Subsidiary Bank is a “Federal savings association” and an “insured depository institution”, as those terms are defined in and within the meaning of 12 U.S.C. §§1462 and 1813 and no act has occurred which could adversely affect the status of Subsidiary Bank as an “insured depository institution.” Subsidiary Bank is a Federal savings bank chartered under 12 U.S.C. §1464.

     5.02 Corporate Authorization . The execution, delivery and performance by Borrower of this Agreement, the Note, the Pledge, and the other Transaction Documents are within the corporate powers of Borrower and have been duly authorized by all necessary corporate action.

     5.03 Binding Effect . This Agreement, the Note, the Pledge, and the other Transaction Documents have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights in general.

     5.04 Financial Statements . Borrower has furnished Lender with the following financial statements, identified by the principal financial officer of Borrower: (a) consolidated and consolidating balance sheets and profit and loss statements of Borrower and its Consolidated Subsidiaries as of December 31, 2005, all certified by Borrower’s independent certified public accountants, which financial statements have been prepared in accordance with GAAP; and (b) the Thrift Financial Report (OTS Form 1313) of Subsidiary Bank as of September 30, 2006, certified by the President or Chief Financial Officer of Subsidiary Bank. Borrower further represents that: (1) said financial statements fairly present the condition of Borrower and its Consolidated Subsidiaries as of the dates thereof, (2) there has been no change in the condition or operation, financial or otherwise, of Borrower or any of its Consolidated Subsidiaries since September 30, 2006 that could have a Material Adverse Effect, and (3) neither Borrower nor any of its Consolidated Subsidiaries has any direct or contingent liabilities which are not disclosed on said financial statements which could have a Material Adverse Effect.

     5.05 Litigation . Except as disclosed in Schedule 5.05 attached hereto, there is no action or proceeding pending or, to the knowledge of Borrower, threatened against or affecting Borrower, Subsidiary Bank or any Subsidiary, before any court, arbitrator or governmental, regulatory or administrative body, agency or official which could result in any change in the condition or operation, financial or otherwise, of Borrower, Subsidiary Bank, or any Subsidiary which may have a Material Adverse Effect, and neither Borrower, Subsidiary Bank nor any Subsidiary is in default with respect to any order, writ, injunction, decision or decree of any court, arbitrator or governmental, regulatory or administrative body, agency or official which could have a Material Adverse Effect.

     5.06 Pension and Welfare Plans . Each Pension Plan complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower, Subsidiary Bank, any Subsidiary, nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower, Subsidiary Bank, any Subsidiary, or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could result in the incurrence by Borrower, Subsidiary Bank, any Subsidiary,

or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower, Subsidiary Bank, any Subsidiary, nor any ERISA Affiliate is a “contributing sponsor” as defined in Section 4001 (a) (13) of ERISA of a “single-employer plan” as defined in Section 4001 (a) (15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower, Subsidiary Bank, nor any Subsidiary, has any contingent liability with respect to any “employee welfare benefit plans”, as such term is defined in Section 3(a) of ERISA, which covers retired employees and their beneficiaries.

     5.07 Tax Returns . Borrower, Subsidiary Bank, and each Subsidiary have filed all Federal, state and local income tax returns and all other tax returns which are required to be filed and has paid all taxes due pursuant to such returns or pursuant to any assessment received by Borrower, Subsidiary Bank, and each Subsidiary, except for the filing of such returns, if any, in respect of which an extension of time for filing is in effect.

     5.08 Subsidiaries . Subsidiary Bank and the other Subsidiaries set forth on Schedule 5.08 are the only Subsidiaries of Borrower. Except as disclosed herein, neither Borrower nor Subsidiary Bank, individually or collectively, owns or holds, directly or indirectly, any capital stock of or equity interest in any corporation, partnership, limited liability company or other entity. Borrower may at any time amend, modify or supplement this Section 5.08 and Schedule 5.08 by notifying Lender in writing of any changes thereto, including any formation, acquisition, merger or liquidation of any Subsidiary or any change in the capitalization of any Subsidiary, in each case, in accordance with the terms of this Agreement, and thereby the repres