0000950129-08-006122 Sample Contracts

BANCTRUST FINANCIAL GROUP, INC. CHANGE IN CONTROL COMPENSATION AGREEMENT
Control Compensation Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks • Alabama

This Change in Control Compensation Agreement (this “Agreement”) is dated as of the 1st day of January, 2009 by and among BancTrust Financial Group, Inc., an Alabama corporation having its principal place of business in Mobile, Alabama (“BancTrust”), BankTrust, an Alabama banking corporation and wholly-owned subsidiary of BancTrust (“BankTrust” and together with BancTrust the “Company”); and W. Bibb Lamar, Jr. (the “Executive”).

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December 17, 2008
Securities Purchase Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks

BancTrust Financial Group, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Purchase Agreement”), with the United States Department of Treasury (the “Treasury”) that provides for the Company’s participation in the Treasury’s Troubled Asset Relief Program Capital Purchase Program (the “CPP”).

BANCTRUST FINANCIAL GROUP, INC. AMENDED AND RESTATED OPTION AGREEMENT - NONQUALIFIED SUPPLEMENTAL STOCK OPTION (2001 Incentive Compensation Plan)
Option Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks

THIS AGREEMENT made and entered into on this ___ day of , , by and between BANCTRUST FINANCIAL GROUP, INC. (called the “Company” herein), and (called the “Optionee” herein);

AMENDED AND RESTATED DEFERRED STOCK TRUST AGREEMENT FOR DIRECTORS OF BANCTRUST FINANCIAL GROUP, INC. AND ITS SUBSIDIARIES
Deferred Stock Trust Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks • Alabama

This Amended and Restated Trust Agreement (“Trust Agreement”) entered into effective the 1st day of January, 2009 is between BancTrust Financial Group, Inc., the Grantor, and The Trust Company of Sterne, Agee & Leach, Inc. (the Trustee”).

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