Exhibit
      10.1
    

    
      

      MODIFICATION
      OF LOAN DOCUMENTS
    

    
      This
      Modification of Loan Documents (this “Modification”)
      is made this 28th day of March, 2012, between BANCTRUST
      FINANCIAL GROUP, INC.,
      an Alabama corporation (the “Borrower”),
      and the Federal
      Deposit Insurance Corporation AS RECEIVER FOR SILVERTON BANK, NATIONAL
      ASSOCIATION,
      f/k/a The Bankers Bank, Atlanta, Georgia (the “Receiver”).
    

    
      WHEREAS,
      on May 1, 2009, Silverton Bank, National Association, f/k/a The Bankers
      Bank (the “Institution”),
      was closed by the Comptroller of the Currency and the Federal Deposit
      Insurance Corporation was appointed as the receiver of the Institution.
      Upon such appointment, the Receiver succeeded to all rights, titles,
      powers, and privileges of the Institution pursuant to 12 U.S.C.
      1821(d)(2)(A).
    

    
      WHEREAS,
      the Institution made a loan (the “Loan”)
      to the Borrower and the Borrower executed and delivered to the
      Institution a Promissory Note dated October 16, 2007, in the original
      principal amount of Thirty-Eight Million and 00/100 Dollars
      ($38,000,000.00), as modified by that certain Modification of Loan
      Documents dated April 18, 2011 (as modified and amended from time to
      time, collectively, the “Note”).
    

    
      WHEREAS,
      to secure payment of the Note, the Borrower executed and delivered to
      the Institution a Loan Agreement dated October 16, 2007, as modified by
      that certain (i) First Amendment to Loan Agreement dated October 28,
      2009, (ii) Second Loan Modification Agreement dated November 10, 2010,
      (iii) Modification of Loan Documents dated April 18, 2011; and (iv)
      Modification of Loan Documents dated January 5, 2012 (the “January
      2012 Modification”)
      (as modified and amended from time to time, collectively, the “Loan
      Agreement”),
      wherein the Borrower granted the Institution a security interest in 100%
      of the issued and outstanding shares of capital stock owned or
      thereafter acquired by the Borrower in BankTrust, an Alabama banking
      corporation, and BankTrust, a Florida banking corporation.
    

    
      WHEREAS,
      subject to the terms and conditions of this Modification, the Borrower
      and the Receiver desire to amend and modify the terms of the Note and
      Loan Agreement (collectively, the “Loan
      Documents”).
    

    
      NOW
      THEREFORE,
      in consideration of the mutual promises and agreements exchanged, the
      parties agree to modify and amend the Loan Documents as follows:
    

    
           1. Recitals.
      Parties acknowledge and agree that the Recitals set forth above are true
      and accurate and are incorporated into this Modification.
    

    
           2. Unpaid
      Principal Balance.
      The current unpaid principal balance due and payable under the Note is
      Twenty Million Dollars ($20,000,000.00).
    

    
           3. Conditions
      Precedent.
      The Receiver hereby consents to the terms of this Modification subject
      to the complete execution and acknowledgment of this Modification by all
      of the parties hereto and the delivery thereof to the Receiver
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
           4. Removal
      Principal Curtailment Obligation.
      Section 4 of the January 2012 Modification, which required a $10,000,000
      principal curtailment payment no later than March 31, 2012, is hereby
      stricken and deleted in its entirety from the Loan Documents. Borrower
      shall not be required to repay any principal of the Loan prior to the
      Maturity Date of the Loan.
    

    
           5. Interest.
      Commencing on April 16, 2012, the interest rate used to calculate
      accrued interest on the unpaid principal balance of the Loan shall be
      increased to an annual interest rate equal to LIBOR plus 7%. This
      interest rate will remain in effect until the Maturity Date of the Loan,
      currently not later than April 16, 2013.
    

    
           6. Quarterly
      Payments and Escrow.
      The Borrower shall make quarterly payments to the Receiver in the amount
      of $270,000 on each of April 15, 2012, July 15, 2012, October 15, 2012
      and January 15, 2013 (each a “Quarterly
      Payment”).
      Within seven (7) days from the execution date of this Modification, the
      Borrower shall deposit the sum of One Million Eighty Thousand and 00/100
      Dollars ($1,080,000.00) in cash, representing the sum of the Quarterly
      Payments, into an escrow account pledged to the Receiver as security for
      the Loan from which the Quarterly Payments shall be made.. The escrow
      account shall be held with an escrow agent that is determined to be
      satisfactory to the Borrower and the Receiver. The Receiver shall review
      the escrow agreement and if, in the Receiver’s sole discretion, it is
      satisfactory, then the Receiver shall provide written acceptance of such
      escrow agreement.
    

    
           The
      second and third paragraphs of Section 6 of the January 2012
      Modification, which required a recalculation of the outstanding
      principal balance of the Loan and the commencement of quarterly
      principal payments on July 1, 2012, are hereby stricken and deleted in
      their entirety from the Loan Documents.
    

    
           7. Maturity
      Date.
      The “Maturity
      Date”
      of the Loan shall be the earlier of: (a) April 16, 2013; and (b) the
      date on which the Borrower consummates any transaction that requires
      Receiver’s consent in Section 5.04 of the Loan Agreement.
    

    
          8. Final
      Payment.
      In addition to the Quarterly Payments herein described in Section 6
      above, the Borrower shall pay to the Receiver a final lump sum payment
      on or before the Maturity Date comprised of the Exit Fee (as defined in
      Section 14 below) and all principal, charges, other fees, and accrued
      interest (calculated at the interest rate set forth in Section 5 above)
      not yet paid, together with any other unpaid amounts under the Note.
    

    
           9. Indebtedness.
      The Borrower understands and agrees that this Modification does not, in
      any way, constitute a full satisfaction, payment, or discharge of the
      Borrower’s indebtedness to the Receiver under the Loan Documents.
    

    
           10. Collateral.
      The collateral for the Loan is and shall continue to be 100% of the
      issued and outstanding shares of capital stock owned or hereafter
      acquired by the Borrower in BankTrust, an Alabama banking corporation,
      and successor by merger to BankTrust, a Florida banking corporation. The
      provisions of Section 10 of the January 2012 Modification that
      contemplated the substitution of a $10,000,000 cash escrow account for
      the bank stock collateral are hereby stricken and deleted in their
      entirety from the Loan Documents.
    

    
      
        

        

      

      
        
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           11. Rights
      and Remedies.
      The Borrower understands and agrees that all the rights and remedies,
      stipulations, and conditions contained in the Loan Documents relating to
      default in the making of payments shall also apply to default in the
      making of payments pursuant to the modified terms hereunder.
    

    
           12. Covenants
      and Stipulations.
      The Borrower understands and agrees that all covenants, agreements,
      stipulations, and conditions in the Loan Documents shall be, and remain,
      in full force and effect, except as herein modified, and none of the
      Borrower’s obligations or liabilities under the Loan Documents shall be
      diminished or released by any provisions hereof, nor shall this
      Modification in any way impair, diminish, or affect any of the
      Receiver’s rights or remedies under the Loan Documents, whether such
      rights or remedies arise thereunder or by operation of law or otherwise.
      The Borrower reaffirms and ratifies all obligations and promises under
      the Loan Documents (including any other modification(s) to the Loan
      Documents or promises, including those expressly modified herein, made
      with respect to the Loan), and agrees to be bound by all of those
      obligations and promises, without limitations or defense. Any defense
      thereto, whether known or unknown, is hereby waived by the Borrower, and
      the Borrower acknowledges that the Receiver is entitled to and has
      relied upon such waiver in order to consent to this Modification.
      Notwithstanding the foregoing and the other provisions of the Loan
      Documents, the Receiver hereby waives any breach of the covenants
      contained in Section 4.03 of the Loan Agreement, whether such breach
      currently exists or comes into existence at any time between the date of
      this Modification and the Maturity Date.
    

    
           13. Rights
      of Recourse.
      The Borrower further understands and agrees that all rights of recourse
      to which the Receiver is presently entitled against any property or any
      other persons in any way obligated for, or liable on, the Loan Documents
      are expressly reserved by the Receiver. Except as modified herein, the
      Loan Documents referred to above (all of the terms of which are
      incorporated herein by reference) are hereby extended, reinstated,
      reaffirmed, ratified, and rerecorded as of this date for all purposes
      under law and shall remain in full force and effect.
    

    
           14. Exit
      Fee.
      In consideration for the Receiver’s consent to this Modification, the
      Borrower covenants and agrees to pay to the Receiver on the Maturity
      Date Two Hundred Thousand and 00/100 Dollars ($200,000.00), which
      includes any transaction processing fees (the “Exit
      Fee”).
    

    
           15. Release
      of Liability.
      Except as contained herein, the Borrower absolutely and unconditionally
      releases the Receiver from all known and unknown liabilities, claims,
      causes of action, and demands of any kind or nature, whether matured or
      unmatured, which the Borrower has against the Receiver by reason of or
      in respect to any act, cause, matter or thing whatsoever, including, but
      not limited to, any act or action, matter, cause or thing related to or
      arising out of the subject matter of the Loan Documents, or any other
      instrument related thereto; and the Borrower hereby releases, acquits
      and discharges any and all such liabilities, claims, causes of action,
      demands, and rights.
    

    
           16. Successors.
      The terms of this Modification shall be binding upon, and shall inure to
      the benefit of, the parties hereto and their respective successors and
      assigns.
    

    
      
        

        

      

      
        
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           17. Counterparts.
      This Modification may be executed in one or more counterparts, each of
      which shall be deemed an original but all of which together shall
      constitute one and the same instrument. This Modification may be
      executed by facsimile or other electronic transmittal of signed
      documents.
    

    
           18. Applicable
      Law.
      This Agreement will be governed by and construed and enforced in
      accordance with the laws of the United States of America, and to the
      extent that federal law fails to supply a rule of decision, the laws of
      the State of Alabama.
    

    
           19. Entire
      Agreement.
      This Agreement constitutes the entire Agreement of the parties as to its
      subject matter and all prior agreements, written or oral, as to such
      subject matter are merged herein.
    

    
      This is a
      Modification to an existing Note and there are no new borrowers.
    

    
      THE
      BORROWER ACKNOWELDGES HAVING READ ALL THE PROVISIONS OF THIS
      MODIFICATION OF LOAN DOCUMENTS AND BORROWER AGREES TO ITS TERMS.
    

    
      [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK.]
    

    
      
        

        

      

      
        
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      IN
      WITNESS WHEREOF,
      the Parties hereto have executed this Modification on the date first
      written above.
    

    

    


    	
          
            FEDERAL DEPOSIT INSURANCE
          

        	
           
        	
          
            WITNESSES:
          

        
	
          
            CORPORATION, as Receiver for
          

        	

        	

        
	
          
            SILVERTON BANK, NATIONAL ASSOCIATION
          

        	

        	

        
	
          f/k/a The Bankers Bank
        	

        	

        
	

        	

        	
           
        
	
          By: Midland Loan Services, a division of PNC
        	

        	

        
	
          Bank, National Association, as attorney-in-fact
        	

        	

        
	
          for the FDIC as Receiver for Silverton Bank, National
        	

        	

        
	
          Association
        	

        	

        
	
           
        	

        	

        	

        
	

        	
          
            By: /s/ Kevin C. Donahue
          

        	

        	
          
            /s/ Scott Dunkley
          

        
	

        	
          
            Name: Kevin C. Donahue
          

        	

        	
          
            Name: Scott Dunkley
          

        
	

        	
          
            Title: Senior Vice President
           Servicing
            Officer
          

        	

        	

        
	

        	
          
             
          

        	

        	

        
	

        	

        	

        	
          
            /s/ John Nigro
          

        
	

        	

        	

        	
          
            Name: John Nigro
          

        


    

    

    

    

    


    	
          
            BORROWER:
          

        	
           
        	

        
	
          
            BANCTRUST FINANCIAL GROUP, INC.
          

        	

        	

        
	
           
        	

        	

        	

        
	

        	
          
            By: /s/ Henry F. O'Connor III
          

        	

        	
          
            /s/ Bruce C. Finley, Jr.
          

        
	

        	
          
            Name: Henry F. O'Connor III
          

        	

        	
          
            Name: Bruce C. Finley, Jr.
          

        
	

        	
          
            Title: EVP
          

        	

        	

        
	

        	

        	

        	
          
            /s/ F. Michael Johnson
          

        
	

        	

        	

        	
          
            Name: F. Michael Johnson
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            By: /s/ W. Bibb Lamar, Jr.
          

        	

        	
          
            /s/ Bruce C. Finley, Jr.
          

        
	

        	
          
            Name: W. Bibb Lamar, Jr.
          

        	

        	
          
            Name: Bruce C. Finley, Jr.
          

        
	

        	
          
            Title: CEO
          

        	

        	

        
	

        	

        	

        	
          
            /s/ F. Michael Johnson
          

        
	

        	

        	

        	
          
            Name: F. Michael Johnson
          

        


    

    
      
        

        

      

      
        
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      ACKNOWLEDGMENTS
    


    	
          
            STATE OF KS
          

        	
          §
        
	

        	
          §
        
	
          
            COUNTY OF Johnson
          

        	
          §
        


    

    
      This
      instrument was acknowledged before me on the 29th
      day of March, 2012, by Kevin
      C. Donahue,
      of Midland Loan Services, a division of PNC Bank, National Association,
      as attorney-in-fact for the Federal Deposit Insurance Corporation, as
      Receiver for SILVERTON
      BANK, NATIONAL ASSOCIATION on
      behalf of said entity who is personally known to me or who has produced
      a driver’s license as identification.
    


    	
           
        	
          
            /s/ Trishia L. Lake
          

        
	

        	
          
            Notary Public, State of KS
          

        
	

        	
          
            Print Name: Trishia L. Lake
          

        
	

        	
          
            My Commission Expires: 8/14/2013
          

        


    

    

    


    	
          STATE OF ALABAMA
        	
          §
        
	

        	
          §
        
	
          COUNTY OF MOBILE
        	
          §
        


    

    
      This
      instrument was acknowledged before me on the 28th
      day of March, 2012, by Henry
      F. O'Connor III
      (name),
      Executive
      Vice President
      (title)
      of
      BancTrust Financial Group, Inc. who
      is personally known to me or who has produced a driver’s license as
      identification.
    


    	
           
        	
          
            /s/ Sheryl D. Coker
          

        
	

        	
          
            Notary Public, State of Alabama
          

        
	

        	
          
            Print Name: Sheryl D. Coker
          

        
	

        	
          
            My Commission Expires: 2/23/2016
          

        


    

    

    


    	
          STATE OF ALABAMA
        	
          §
        
	

        	
          §
        
	
          COUNTY OF MOBILE
        	
          §
        


    

    
      This
      instrument was acknowledged before me on the 28th
      day of March, 2012, by W.
      Bibb Lamar, Jr.
      (name),
      CEO
      (title)
      of
      BancTrust Financial Group, Inc. who
      is personally known to me or who has produced a driver’s license as
      identification.
    


    	
           
        	
          
            /s/ Sheryl D. Coker
          

        
	

        	
          
            Notary Public, State of Alabama
          

        
	

        	
          
            Print Name: Sheryl D. Coker
          

        
	

        	
          
            My Commission Expires: 2/23/2016
          

        


    

    

    

    
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