0001193125-05-175511 Sample Contracts

THE BANK OF MOBILE CHANGE IN CONTROL COMPENSATION AGREEMENT
Change in Control Compensation Agreement • August 26th, 2005 • Banctrust Financial Group Inc • National commercial banks • Alabama

This Agreement dated as of the 14th day of November, 1995 by and between the Bank of Mobile (the “Bank”), an Alabama banking corporation having its principal place of business in Mobile, Alabama and Bruce C. Finley, Jr. (the “Executive”).

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BANCTRUST FINANCIAL GROUP, INC. OPTION AGREEMENT - NONQUALIFIED SUPPLEMENTAL STOCK OPTION (2001 Incentive Compensation Plan)
Option Agreement • August 26th, 2005 • 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);

BANCTRUST FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 26th, 2005 • Banctrust Financial Group Inc • National commercial banks • Alabama

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made and entered into as of the day of , 20 (the “Grant Date”) [pursuant to the Plan, this needs to be the date the Board approves the grant], by and between (the “Participant”) and BancTrust Financial Group, Inc., an Alabama corporation (the “Company”), sets forth the terms and conditions of a Restricted Stock Award issued pursuant to the Company’s 2001 Incentive Compensation Plan (the “Plan”) and this Agreement. Any capitalized terms used but not defined herein shall have the meaning prescribed in the Plan.

CHANGE IN CONTROL COMPENSATION AGREEMENT
Change in Control Compensation Agreement • August 26th, 2005 • Banctrust Financial Group Inc • National commercial banks • Alabama

This Agreement dated as of the 23rd day of July, 1998, by and between South Alabama Bank (the “Bank”), an Alabama banking corporation having its principal place of business in Mobile, Alabama and Michael D. Fitzhugh (the “Executive”).

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