Exhibit 10.1
    

    

    

    
      SECOND LOAN MODIFICATION AGREEMENT
    

    
      THIS SECOND LOAN MODIFICATION AGREEMENT
      (this “Modification
      Agreement”) is made as of the
      10th day of November 2010 between Federal Deposit Insurance Corporation
      as Receiver of Silverton Bank, N.A. (“Lender”)
      and BancTrust Financial Group, Inc., an Alabama corporation (“Borrower”).
    

    
      RECITALS:
    

    
      WHEREAS, The Bankers Bank, N.A. (“The
      Bankers Bank”) made a loan (the “Loan”)
      to Borrower in the original principal amount of up to $38,000,000.00
      (the current principal balance being $20,000,000.00), as evidenced by
      that certain Promissory Note dated October 16, 2007 from Borrower to The
      Bankers Bank (as amended from time to time, the “Note”);
      and
    

    
      WHEREAS, the Note is secured, in part, by
      that certain Loan Agreement between Borrower and The Bankers Bank dated
      October 16, 2007 (as the same may have been further amended from time to
      time, the “Loan Agreement”
      and, together with the Note and all other documents evidencing, securing
      or relating to the Loan Agreement and the Note, the “Loan
      Documents”); and
    

    
      WHEREAS, the name of The Bankers Bank was
      changed to Silverton Bank, N.A. on January 1, 2008; and
    

    
      WHEREAS, Federal Deposit Insurance
      Corporation was appointed as Receiver of Silverton Bank, N.A. on or
      about May 1, 2009; and
    

    
      WHEREAS, the “Lender” under the Loan
      Agreement is now Federal Deposit Insurance Corporation as Receiver of
      Silverton Bank, N.A.; and
    

    
      WHEREAS, Borrower and Lender desire to
      amend the Loan Agreement as set forth herein.
    

    
      NOW, THEREFORE, for and in consideration
      of Ten Dollars ($10.00) and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, Lender and
      Borrower hereby amend the Loan Agreement as follows:
    

    
      1.             Amendments
      to Loan Documents.  Subject to
      the conditions hereof, the Loan Documents are hereby amended as follows:
    

    
                     (a)       Amendment
      to Maturity Date.  The term of
      the Loan shall be conditionally extended from October 16, 2010 until
      April 16, 2013 subject to satisfaction of those conditions referenced in
      Sections 1(b) and 1(d) of this Modification Agreement.  All principal,
      interest, and other sums due under the Loan Documents shall be due and
      payable on April 16, 2013.
    

    
      
        

        

      

      
        
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                     (b)       Principal
      Reduction.  On April 16, 2011,
      Borrower agrees to provide a payment of ten million dollars
      ($10,000,000.00) to be applied towards the principal balance of the
      Loan.  Should the Principal Reduction not be made by Borrower on or
      before April 16, 2011, Loan shall become immediately due and payable.
    

    
                     (b)       Amendment
      to Interest Rate.  Prior to the
      Principal Reduction, the interest rate per annum to be applied to the
      unpaid principal balance of the Note shall be equal to LIBOR plus
      4.50%.  Upon receipt of Principal Reduction, the interest rate per annum
      shall be equal to the WSJ Prime Rate.
    

    
                     (c)       Amendment
      to Repayment Terms.  Prior to
      April 16, 2011, Borrower shall continue making quarterly interest-only
      payments as referenced in Loan Documents.  Commencing on April 16, 2011
      and continuing on the same day of each quarter through and including
      April 16, 2013, Borrower shall make principal payments in the amount of
      Eight Hundred Thirty Three Thousand Three Hundred and Thirty Three
      Dollars ($833,333) each, plus a payment of all interest accrued and
      unpaid through the date of each such principal payment.  Borrower will
      pay all outstanding principal plus all accrued and unpaid interest and
      other sums then due under the Loan Documents on April 16, 2013.  
    

    
                     (d)       Collateral.  Prior
      to the Principal Reduction, existing Collateral consisting of all of the
      issued and outstanding shares of capital stock owned or hereafter
      acquired by the Borrower in the Bank Subsidiaries (as previously defined
      in Loan Agreement) shall remain as Collateral for Loan.  Upon receipt of
      Principal Reduction referenced in Section 1(b) of this Modification
      Agreement, Collateral shall be released and immediately exchanged for
      Ten Million Dollars ($10,000,000) in cash held in an Escrow Account.
      Escrow Account shall be held with an escrow agent that is determined to
      be satisfactory to Borrower and Lender.  Lender shall review escrow
      agreement and if, in Lender's sole discretion, it is satisfactory, then
      Lender shall provide written acceptance of such escrow agreement and
      only then the transfer and substitution of collateral may occur.
    

    
                     (e)        Lender’s
      Address for Payments.  Borrower
      shall make all payments due under the Note and the Loan Documents to
      Lender at 3284 Northside Parkway NW, Atlanta, GA 30327-2245 or at such
      place as Lender may designate in writing.
    

    
                     (f)        Amendment
      to Notice Provisions under the Loan Documents.  All
      notices under the Loan Documents shall be sent in accordance with the
      following provisions:
    

    
      Notices.  Any
      notice required to be given under the Loan Documents shall be given in
      writing, and shall be effective when actually delivered, when deposited
      with a nationally recognized overnight courier, or if mailed, when
      deposited in the United States mail, as certified or registered mail
      with postage prepaid, directed to the addresses shown below.  Any party
      may change its address for notices under the Loan Documents by giving at
      least ten (10) days’ formal written notice to the other parties
      specifying that the purpose of the notice is to change the party’s
      address.  For notice purposes, Borrower agrees to keep Lender informed
      at all times of Borrower’s current address.  All notices sent to Lender
      shall be addressed to Federal Deposit Insurance Corporation as Receiver
      of Silverton Bank, National Association, Attention:  R. Paul Ridinger,
      3284 Northside Parkway NW, Atlanta, GA 30327-2245.  All notices sent to
      Borrower shall be addressed to BancTrust Financial Group, Inc., 100 St.
      Joseph Street, Mobile, AL  36602, Attention:  Bibb Lamar.
    

    
      
        

        

      

      
        
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              2.         Miscellaneous.
    


    	
          
            a.
          

        	
           
        	
          
            Any and all references to the Loan
            Agreement in the existing Loan Documents shall be deemed to refer
            to such Loan Agreement as amended by this Modification Agreement.
            This Modification Agreement is deemed incorporated into each of
            the Loan Documents. To the extent that any term or provision of
            this Modification Agreement is or may be inconsistent with any
            term or provision in any of the existing Loan Agreement, the terms
            and provisions of this Modification Agreement shall control.
            Except as expressly amended herein, the Loan Agreement and Loan
            Documents shall remain unchanged and in full force and effect, and
            the parties hereto hereby ratify and confirm all terms of the Loan
            Agreement and the Loan Documents as modified herein.
          

        
	

        	

        	
           
        
	
          
            b.
          

        	

        	
          
            Borrower hereby reconfirms and
            reaffirms all representations and warranties, agreements and
            covenants made by it pursuant to the terms and conditions of the
            Loan Agreement.
          

        
	

        	

        	
           
        
	
          
            c.
          

        	

        	
          
            Borrower hereby represents and
            warrants to Lender that (i) Borrower has the legal power and
            authority to execute and deliver this Modification Agreement; (ii)
            the officers/members/managers of Borrower have been duly
            authorized to execute and deliver this Modification Agreement and
            bind Borrower with respect to the provisions hereof; (iii) no
            consent, approval, order or authorization of, or registration or
            filing with, any third party is required in connection with the
            execution, delivery and carrying out of this Modification
            Agreement or, if required, it has been obtained; and (iv) this
            Modification Agreement constitutes the legal, valid and binding
            obligation of Borrower, enforceable in accordance with its terms.
          

        
	

        	

        	
           
        
	
          
            d.
          

        	

        	
          
            Borrower acknowledges and agrees
            that each and every document, instrument or agreement, if any,
            which at any time has secured payment of the Loan including, but
            not limited to, the Note, the Loan Agreement, and all the other
            Loan Documents, each hereby continues to secure prompt payment
            when due of the Loan.
          

        
	

        	

        	
           
        
	
          
            e.
          

        	

        	
          
            Borrower represents and warrants
            that (i) upon execution of this Modification Agreement, no default
            will exist under the Loan Documents, (ii) no default under any of
            the Loan Documents will occur as a result of the execution and
            delivery of this Modification Agreement or the performance or
            observance of any provision hereof, (iii) the undersigned are duly
            authorized officer(s) of Borrower, (iv) such officer(s) have the
            power and authority to execute this Modification Agreement and to
            modify the Loan Agreement as provided herein, and (v) it presently
            has no claims or actions of any kind at law or in equity against
            Lender arising out of or in any way relating to the Loan Documents.
          

        


    

    
      
        

        

      

      
        
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            f.
          

        	
           
        	
          
            This Modification Agreement embodies
            the entire agreement and understanding among the parties relating
            to the subject matter hereof and supersedes all prior proposals,
            negotiations, agreements, and understandings relating to such
            subject matter. Except as expressly provided herein, this
            Modification Agreement shall not constitute an amendment, waiver,
            consent or release with respect to any provision of the Loan
            Agreement or the Loan Documents, a waiver of any default or Event
            of Default under the Loan Agreement or under any of the Loan
            Documents, or a waiver or release of any of Lender’s rights and
            remedies (all of which are hereby reserved).
          

        
	

        	

        	
           
        
	
          
            g.
          

        	

        	
          
            Time is of the essence of this
            Modification Agreement.
          

        
	

        	

        	
           
        
	
          
            h.
          

        	

        	
          
            This Modification Agreement may be
            signed in any number of counterpart copies and by the parties to
            this Modification Agreement on separate counterparts, but all such
            copies shall constitute one and the same instrument. Delivery of
            an executed counterpart of a signature page to this Modification
            Agreement by facsimile transmission or when sent by e-mail as an
            Adobe Acrobat file (an “Adobe File”) shall be effective as
            delivery of a manually executed counterpart. Any party so
            executing this Modification Agreement by facsimile transmission or
            Adobe File shall promptly deliver a manually executed counterpart,
            provided that any failure to do so shall not affect the validity
            of the counterpart executed by facsimile transmission or Adobe
            File.
          

        
	

        	

        	
           
        
	
          
            i.
          

        	

        	
          
            This Modification Agreement shall be
            governed by and construed in accordance with the laws of the State
            of Alabama, excluding its conflict of laws rules.
          

        


    

    
      [SIGNATURES BEGIN ON THE NEXT PAGE]
    

    
      
        

        

      

      
        
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                IN WITNESS WHEREOF, the parties
      hereto have caused this Modification Agreement to be duly executed and
      sealed as of the date first above written.
    

    

    


    	
           
        	
          
            BORROWER:
          

          
             
          

          
            BancTrust Financial Group, Inc.
          

          
             
          

          
             
          

          
             
          

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

          
            Name: W. Bibb Lamar, Jr.
          

          
            Title:   President and CEO
          

          
             
          

          
             
          

          
            Attest: /s/
            F. Michael Johnson
          

          
            Name:  F. Michael Johnson
          

          
            Title:    CFO
          

          
             
          

          
                   [CORPORATE SEAL]
          

        
	

        	
           
        
	

        	
          
            LENDER:
          

          
             
          

          
            Federal Deposit Insurance
            Corporation as
Receiver of
            Silverton Bank, N.A.
          

          
             
          

          
             
          

          
            By: /s/Paul
            Ridinger
          

          
            Name: Paul Ridinger
          

          
            Title: Post Closing Asset Manager and
Attorney-in-Fact
            pursuant to that certain
Limited
            Power of Attorney dated
          

          
            1/31/2010
          

          
             
          

          
                  [SEAL]
          

        


    

    
      

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