exv10w11






Exhibit 10.11




BANCTRUST FINANCIAL GROUP, INC.

AMENDED AND RESTATED

DIRECTORS DEFERRED COMPENSATION PLAN




     This Amended and Restated Directors Deferred Compensation Plan (“Plan”) is executed by the
undersigned to be effective as of January 1, 2009.



R E C I T A L S





	A.	 	Prior to the merger between CommerceSouth and BancTrust Financial Group, Inc., CommerceSouth
had in place a Directors Deferred Compensation Plan (amended and restated effective as of
January 1, 2001) and accompanying Deferred Stock Trust Agreement.
	 
	B.	 	Pursuant to the terms of the merger, the said Directors Deferred Compensation Plan was
continued and amended and restated effective as of January 1, 2004 to make appropriate changes
to the names of entities subject to the Plan and such corresponding changes as were
appropriate.
	 
	C.	 	Since the amendment and restatement of the Plan, Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), and the regulations and guidance thereunder (“Section 409A”),
has been enacted setting forth restrictions and requirements for deferred compensation.
	 
	C.	 	The purpose of this amendment and restatement of the Directors Deferred Compensation Plan is
to make appropriate changes to bring the Plan into compliance with Section 409A, all approved
by the Directors of BancTrust Financial Group, Inc.





ARTICLE I

DEFINITIONS




     1.1 Bank shall mean any bank that is or becomes a Subsidiary of the Company.



     1.2 Bank Change in Control shall mean the following:




	 	(a)	 	The Consummation of an acquisition by any Person of Beneficial
Ownership of 50% or more of the combined voting power of the then outstanding
Voting Securities of the Bank; provided, however, that for purposes of this
Section 1.2, any acquisition by an employee, or Group composed entirely of
employees, any qualified pension plan, any publicly held mutual fund or any
employee benefit plan (or related trust) sponsored or maintained by the Bank or
any corporation Controlled by the Bank shall not constitute a Change in
Control;
	 
	 	(b)	 	Consummation of a reorganization, merger or consolidation of
the Bank (a “Bank Business Combination”), in each case, unless, following such
Bank Business Combination, the Bank Controls the corporation surviving or
resulting from such Bank Business Combination; or
	 
	 	(c)	 	Consummation of the sale or other disposition of all or
substantially all of the assets of the Bank to an entity which the Company does
not Control.





     1.3 Beneficial Ownership shall mean beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act.



     1.4 Board of Directors shall mean the Board of Directors of the Company.



     1.5 Business Combination shall mean a reorganization, merger or consolidation or sale of the



 









 




Company, or a sale of all or substantially all of the Company’s assets.




     1.6 Common Stock shall mean the Common Stock of the Company.



     1.7 Company shall mean BancTrust Financial Group, Inc.



     1.8 Company Change in Control shall mean any of the following:




	 	(a)	 	The Consummation of an acquisition by any Person of Beneficial
Ownership of 20% or more of the Company’s Voting Securities; provided, however,
that for purposes of this subsection (a), the following acquisitions of the
Company’s Voting Securities shall not constitute a Change in Control:






	 	(i)	 	any acquisition directly from the Company,
	 
	 	(ii)	 	any acquisition by the Company,
	 
	 	(iii)	 	any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled
by the Company,
	 
	 	(iv)	 	any acquisition by a qualified pension plan or publicly held mutual fund,
	 
	 	(v)	 	any acquisition by an Employee or Group
composed exclusively of Employees, or
	 
	 	(vi)	 	any Business Combination which would not
otherwise constitute a Change in Control because of the application of
clauses (i), (ii) and (iii)
of Section 1.8(c).






	 	(b)	 	A change in the composition of the Company’s board of directors
whereby individuals who constitute the Incumbent Board cease for any reason to
constitute at least a majority of the Company’s board of directors; or
	 
	 	(c)	 	Consummation of a Business Combination, unless, following such
Business Combination, all of the following three conditions are met:






	 	(i)	 	all or substantially all of the individuals and
entities who held Beneficial Ownership, respectively, of the Company’s
Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly. 65% or more of the combined
voting power of the Voting Securities of the corporation surviving or
resulting from such Business Combination, (including, without
limitation, a corporation which as a result of such transaction holds
Beneficial Ownership of all or substantially all of the Company’s
Voting Securities or all or substantially all of the Company’s assets)
(such surviving or resulting corporation to be referred to as
“Surviving Company”), in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the
Company’s Voting Securities;
	 
	 	(ii)	 	no Person (excluding any corporation resulting
from such Business Combination, any qualified pension plan, public]y
held mutual fund, Group composed exclusively of employees or employee
benefit plan (or related trust) of the Company, its subsidiaries, or
Surviving Company) holds Beneficial Ownership, directly or indirectly,
of 20% or more of the combined voting power of the then outstanding
Voting Securities of Surviving Company except to the extent that such
ownership existed prior to the Business Combination; and
	 
	 	(iii)	 	at least a majority of the members of the
board of directors of Surviving Company were members of the Incumbent
Board at the earlier of the date of execution of the initial agreement,
or of the action of the Company board of directors, providing for such
Business Combination.





     1.9 Compensation shall mean the compensation payable to the Directors of the Company and of
the



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Subsidiaries and shall include cash retainer fees, meeting fees, and other compensation
payable to the Directors.




     1.10 Compensation Committee shall mean the Company’s Executive Committee, unless and until a
separate Compensation Committee is formed by the Company.



     1.11 Compensation Payment Date shall mean the date on which Compensation is payable to a
Director or Compensation would otherwise be payable to a Director if an election to defer such
Compensation had not been made.



     1.12 Consummation shall mean the completion of the final act necessary to complete a
transaction as a matter of law, including, but not limited to, any required approvals by the
corporation’s shareholders and board of directors, the transfer of legal and beneficial title to
securities or assets and the final approval of the transaction by any applicable domestic or
foreign governments or agencies.



     1.13 Control shall mean, in the case of a corporation, Beneficial Ownership of more than 50%
of the combined voting power of the corporation’s Voting Securities, or in the case of any other
entity, Beneficial Ownership of more than 50% of such entity’s voting equity interests.



     1.14 Deferred Stock Account shall mean the bookkeeping account established under Section
7.1 on behalf of a Director and includes shares of Common Stock credited thereto to reflect the
reinvestment of dividends pursuant to Section 7.1 (a)(ii).



     1.15 Deferred Stock Trust shall mean the Deferred Stock Trust for Directors of the Company and
its Subsidiaries.



     1.16 Director shall mean (a) a member of the Board of Directors of the Company or its
Subsidiaries including advisory directors of such entities and (b) who is not an active employee of
the Company or a Subsidiary.



     1.17 Distribution Election shall mean the designation by a Director of the manner of
distribution of the amounts and quantities held in the Director’s Deferred Stock Account upon the
director’s termination from the Board of Directors of the Company and all Subsidiaries pursuant to
Section 6.3.



     l.18 Exchange Act shall mean the Securities Exchange Act of 1934, as amended.



     1.19 Group shall have the meaning set forth in Section 14(d) of the Exchange Act.



     1.20 Incumbent Board shall mean those individuals who constitute the Company Board of
Directors as of January 1, 2004, plus any individual who shall become a director subsequent to such
date whose election or nomination for election by the Company’s shareholders was approved by a vote
of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the
foregoing, no individual who shall become a director of the Company Board of Directors subsequent
to January 1, 2004, whose initial assumption of office occurs as a result of an actual or
threatened election contest (within the meaning of Rule 14a-11 of the regulations promulgated under
the Exchange Act) with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Company
board of directors shall be a member of the Incumbent Board.



     1.21 Market Value shall mean the average of the high and low prices of the Common Stock, as
published in the Wall Street Journal in its report of NASDAQ composite transactions, on the date
such Market Value is to be determined, as specified herein (or the average of the high and low sale
prices on the trading day immediately preceding such date if the Common Stock is not traded on the
NASDAQ on such date).



     1.22 Participant shall mean a Director or former Director who has an unpaid Deferred Stock
Account balance under the Plan.



     1.23 Person shall mean any individual, entity or group within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act.



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     1.24 Intentionally omitted



     1.25 Subsidiary shall mean BankTrust (organized under the laws of the State of Alabama),
BancTrust Company, Inc. (f/k/a South Alabama Trust Company), BankTrust of Alabama and BankTrust
(organized under the laws of the State of Florida) and such other entities: (a) as to which the
Company owns eighty percent (80%) or more of the Voting Securities; and (b) which shall have been
approved by the Company as an entity whose directors are eligible to participate in the Plan; and
(c) which shall have elected to sponsor the Plan for its directors.



     1.26 Trust Administrative Committee shall mean the committee that is appointed by the Board of
Directors to administer the Deferred Stock Trust.



     1.27 Voting Securities shall mean the outstanding voting securities of a corporation entitling
the holder thereof to vote generally in the election of such corporation’s directors



ARTICLE II

PURPOSE




     The Plan provides a method of deferring payment to a Director of his Compensation as fixed
from time to time until termination of his service on the board.



ARTICLE III

ELIGIBILITY




     An individual who serves as a Director shall be eligible to participate in the Plan.



ARTICLE IV

ADMINISTRATION




     The Plan shall be administered by the Compensation Committee of the Board of Directors as
appointed from time to time. The Compensation Committee shall have the power to interpret the Plan
and, subject to its provisions, to make all determinations necessary or desirable for the Plan’s
administration. The decisions, actions and records of the Committee shall be conclusive and binding
upon the Company and all persons having or claiming to have any right or interest in or under the
Plan. The Committee may delegate to such officers, employees or departments of the Company such
authority, duties and responsibilities of the Committee as it, in its sole discretion, considers
necessary or appropriate for the proper and efficient operation of the Plan, including, without
limitation, (i) interpretation of the Plan, (ii) approval and payment of claims, and (iii)
establishment of procedures for administration of the Plan.



ARTICLE V

PLAN PERIODS




     The first Plan Period shall commence the first day of the month which begins at least thirty
(30) days following the date a Director is elected to that position. Said first Plan Period shall
continue until the end of the calendar year during which the Director was elected to that position
and all subsequent Plan Periods shall be on a calendar year basis. Notwithstanding the foregoing,
the Plan and Plan Periods shall continue uninterrupted for Directors who were directors of
CommerceSouth or one of its subsidiaries prior to the merger into BancTrust and who continue to
serve as Directors of BancTrust or one of its Subsidiaries after the merger and the initial Plan
Period for directors of BancTrust and its Subsidiaries who are eligible to participate in the Plan
shall begin on the day prior to the first meeting of said directors after the effective date of the
merger between CommerceSouth and BancTrust.



ARTICLE VI

ELECTIONS




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     6.1 Deferral Elections



     Prior to the beginning of a Plan Period, a Director may direct that payment of all or any
portion of cash Compensation that otherwise would be paid to the Director for the Plan Period, be
deferred in amounts as designated by the Director, and credited to a Deferred Stock Account. Upon
the Director’s termination from the Board of Directors, such deferred Compensation and accumulated
investment return held in the Director’s Deferred Stock Account shall be distributed to the
Director in accordance with the Director’s Distribution Election and the provisions of Article
VIII.



     6.2 Elections



     An election to defer Compensation is irrevocable unless a Director terminates participation
for a future Plan Period prior to the commencement of such Plan Period or, prior to the beginning
of a Plan Period, changes his election regarding future payments. A termination of participation
shall become effective after being received by the Secretary of the Company and shall not affect
amounts previously deferred in prior Plan Periods. A termination of participation shall be
effective only with respect to Compensation for services not performed. A Director’s election
shall continue from Plan Period to Plan Period unless the Director changes his election to defer
Compensation paid in a future Plan Period prior to the beginning of such future Plan Period.



     6.3 Distribution Election




	 	(a)	 	Prior to the time a Director begins participation in the Plan,
the Director may elect that upon termination from the Board of Directors shares
of Common Stock (and any uninvested cash) held in the Director’s Deferred Stock
Account be distributed to the Director, pursuant to the provisions of Article
VIII, in a lump sum distribution or in a series of annual or quarterly
installments not to exceed five (5) years. The time for the commencement of
distribution shall not be later than the first day of the month coinciding with
or next following the second anniversary of termination of board membership on
the board of directors of the Company and all Subsidiaries thereof.
	 
	 	(b)	 	Except as provided below, with the approval of the Compensation
Committee, a Director may amend a prior Distribution Election on a form
prescribed by the Compensation Committee not prior to the 390th day nor later
than the 360th day prior to his termination of membership on the board of
directors in order to change (a) the form, and/or (b) the time for commencement
of the distribution of his Deferred Compensation Account in accordance with the
terms of the Plan; provided, however, that such amendment in election shall not
take effect until 12 months after the date on which the election is made and
the payment with respect to which such election is made be deferred for a
period of not less than five years from the date such payment would otherwise
have been paid; provided further, however, that any Director whose election is
restricted by the Securities and Exchange Act of 1934, as amended, with respect
to equity securities of the Company, shall not be permitted to amend his
Distribution Election if such an amendment would result in liability under
Section 16 of the Securities and Exchange Act of 1934, as amended. Any such
amendment to a prior Deferral Election, as described in this Section 6.3(b),
shall be contingent upon the Director’s completion of his term of membership on
the Board of Directors, except in the event of the disability or death of such
Director.





     6.4 Beneficiary Designation



     A Director or former Director may designate a beneficiary to receive distributions from the
Plan in accordance with the provisions of Article VIII upon the death of the Director. The
beneficiary designation may be changed by a Director or former Director at any time, and without
the consent of the prior beneficiary.



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ARTICLE VII

ACCOUNT




     7.1 Deferred Stock Account




	 	(a)	 	A Director’s Deferred Stock Account will be credited:






	 	(i)	 	with the number of shares of Common Stock
(rounded to the nearest tenth of a share) determined by dividing the
amount of cash Compensation subject to deferral or investment in the
Deferred Stock Account by the average price paid by the Trustee of the
Deferred Stock Trust for shares of Common Stock with respect to the
Compensation Payment Date, as applicable, as reported by the Trustee,
or, if the Trustee shall not at such time purchase any shares of Common
Stock, by the Market Value on such date; and
	 
	 	(ii)	 	as of each date on which dividends are paid on
the Common Stock, with the number of shares of Common Stock (rounded to
the nearest ten thousandth of a share) determined by multiplying the
number of shares of Common Stock credited in the Director’s Deferred
Stock Account on the dividend record date, by the dividend rate per
share of Common Stock, and dividing the product by the price per share
of Common Stock attributable to the reinvestment of dividends on the
            shares of Common Stock held in the Deferred Stock Trust on the
applicable dividend payment date or, if the Trustee of the Deferred
Stock Trust has not reinvested in shares of Common Stock on the
applicable dividend reinvestment date, the product shall be divided by
the Market Value on the dividend payment date.






	 	(b)	 	If the Company enters into transactions involving stock splits,
stock dividends, reverse splits or any other recapitalization transactions, the
number of shares of Common Stock credited to a Director’s Deferred Stock
Account will be adjusted (rounded to the nearest ten thousandth of a share) so
that the Director’s Deferred Stock Account reflects the same equity percentage
interest in the Company after the recapitalization as was the case before such
transaction.
	 
	 	(c)	 	If at least a majority of the Company’s stock is sold or
exchanged by its shareholders pursuant to an integrated plan for cash or
property (including stock of another corporation) or if substantially all of
the assets of the Company are disposed of and, as a consequence thereof, cash
or property is distributed to the Company’s shareholders, each Director’s
Deferred Stock Account will, to the extent not already so credited under this
Section 7.1, be (i) credited with the amount of cash or property receivable by
a shareholder of the Company directly holding the same number of shares of
Common Stock as is credited to such Director’s Deferred Stock Account and (ii)
debited by that number of shares of Common Stock surrendered by such equivalent
shareholder of the Company.
	 
	 	(d)	 	Each Director who has a Deferred Stock Account also shall be
entitled to provide directions to the Committee to cause the Committee to
similarly direct the Trustee of the Deferred Stock Trust to vote, on any matter
presented for a vote to the shareholders of the Company, that number of shares
of Common Stock held by the Deferred Stock Trust equivalent to the number of
shares of Common Stock credited to the Director’s Deferred Stock Account. The
Committee shall arrange for distribution to all Directors in a timely manner of
all communications directed generally to the shareholders of the Company as to
which their votes are solicited.




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     7.2 Reports



     After the end of each Plan Period, a report shall be issued to each Director with an Account
which shall set forth the activity in the Account for the prior Plan Period and the value of the
Account as of the end of such Plan Period.



     7.3 Separate Accounting



     The Company shall establish and maintain separate Accounts for the Company and each Subsidiary
and their respective Participants. Such separate accounting is intended to comply with Section
404(a)(5) of the Internal Revenue Code and Section 1.404(a)-12 of the Treasury Regulations (which
provide that an Employer can deduct the amounts contributed to a nonqualified plan in the taxable
year in which an amount attributable to the contribution is includable in the gross income of
employees participating in the plan, but, in the case of a plan in which more than one employee
participates only if separate accounts are maintained for each employee).



ARTICLE VIII

DISTRIBUTIONS




     8.1 Form of Payments



     Upon termination of a Director’s membership on the Board, the amount credited to a Director’s
Deferred Stock Account will be paid to the Director or his beneficiary. The amount credited to his
Deferred Stock Account shall, except as otherwise provided in Section 7.1(c), Article 9, or to the
extent the Company is otherwise, in the reasonable judgment of the Committee, precluded from doing
so, be paid in shares of Common Stock (with any fractional share interest therein paid in cash to
the extent of the then Market Value thereof). Such payments shall be from the general assets of the
Company (including the Deferred Stock Trust) in accordance with this Article VIII.



     8.2 Type of Payments



     Deferred amounts shall be paid in the form of (i) a lump sum payment, or (ii) in approximately
equal annual or quarterly installments, as elected by the Director pursuant to the provision of
Section 6.3. Such payments shall be made (or shall commence) as elected by the Director pursuant
to the provisions of Section 6.3 following the termination of board membership on the board of
directors of the Company and all Subsidiaries.



     In the event a Director elected to receive the balance of his Deferred Stock Account in a lump
sum, distribution shall be made on the first day of the month selected by the Director on his
Distribution Election. If the Director elected to receive annual or quarterly installments, the
first payment shall be made on the first day of the month selected by a Director, and shall be
equal to the balance in the Director’s Deferred Stock Account on such date divided by the number of
annual or quarterly installment payments. Each subsequent annual or quarterly payment shall be an
amount equal to the balance in the Director’s Deferred Stock Account on the date of payment divided
by the number of remaining annual or quarterly payments and shall be paid on the anniversary of the
preceding date of payment. Notwithstanding a Director’s election to receive his Deferred Stock
Account balance in installments, the Compensation Committee, upon request of the Director and in
its sole discretion, may distribute amounts from a Director’s Deferred Stock Account due to an
“unforeseeable emergency” as determined and to the extent allowed by Section 409A.



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     8.3 Death of Director



     Upon the death of a Director that had elected to receive the balance of his Deferred Stock
Account in a lump sum pursuant to the provisions of Section 6.3, the Director’s Deferred Stock
Account shall be paid in a lump sum to the designated beneficiary of such Director within thirty
(30) days of the death of such Director; provided, however, that the designated beneficiary shall
not be permitted to choose the taxable year in which such payment is made in the event such
thirty-day period overlaps two taxable years. Upon the death of a Director that had elected to
receive the balance of his Deferred Stock Account in installments pursuant to the provisions of
Section 6.3 or upon the death of a former Director prior to the payment of all amounts credited to
the Director’s Deferred Stock Account, the balance of the Director’s Deferred Stock Account shall
be paid in installments as designated by such Director to the designated beneficiary of such
Director or former Director. Notwithstanding a Director’s election to receive his Deferred Stock
Account balance in installments, the Compensation Committee, upon request of the legal
representative of the Director’s estate and in its sole discretion, may distribute amounts from a
Director’s Deferred Stock Account due to an “unforeseeable emergency” as determined and to the
extent allowed by Section 409A. In the event a beneficiary designation has not been made, or the
designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the
Director or the former Director.



     8.4 Change of Beneficiary Designation



     The beneficiary designation referred to above may be changed by a Director or former Director
at any time, and without the consent of the prior beneficiary, on a form to be provided by the
Company.



     8.5 Limitations on Distributions



     Notwithstanding any provision of this Plan to the contrary, in no event shall distributions
commence to a Director or his beneficiary unless and until such Director’s termination of
membership on the Board constitutes a “separation from service” as defined in Treasury Regulation
Section 1.409A-1(h). In addition, notwithstanding any provision of this Plan to the contrary,
distributions to a Director or his beneficiary may not commence earlier than six (6) months after
the date of a separation from service (as defined in Treasury Regulation Section 1.409A-1(h)) if,
pursuant to Section 409A, such Director is considered a “specified employee” (as defined in Section
409A(a)(2)(B)(i) and Treasury Regulation Section 1.409A-1(i)). In the event a distribution is
delayed pursuant to this Section 8.5, the originally scheduled distribution shall be delayed for
six (6) months, and shall commence instead on the first (1st) day of the seventh
(7th) month following the separation from service. If payments are scheduled to be made
in installments, the first six (6) months of installment payments shall be delayed, aggregated, and
paid instead on the first (1st) day of the seventh (7th) month, after which
all installment payments shall be made on their regular schedule. If payment is scheduled to be
made in a lump sum, the lump sum payment shall be delayed for six (6) months and instead be made on
the first (1st) day of the seventh (7th) month.



ARTICLE IX

CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS




     9.1 Intentionally omitted.



     9.2 The Deferred Stock Trust (“Trust’) has been established to hold assets of the Company as a
reserve for the discharge of the Company’s obligations under the Plan. The Company may, but is not
obligated to, contribute such amounts to the Trust as may be necessary to fully or partially fund
any benefits payable under the Plan. All assets held in the Trust remain subject only to the
claims of the Company’s and the Bank’s general creditors whose claims against the Company and the
Bank are not satisfied because of bankruptcy or insolvency (as those terms are defined in the
Trust). No Participant has any preferred claim on, or beneficial ownership interest in, any assets
of the Trust before the assets are paid to the Participant and all rights created under the Trust,
as under the Plan, are unsecured contractual claims of the Participant against the Company and the
Bank. The Company shall be entitled at any time, and from time to time in its sole discretion to
substitute assets of at least equal fair market value for any assets in the Trust.



     9.3 Intentionally omitted.



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     9.4 In the event of a Company Change in Control or a Bank Change in Control that also
qualifies as a Change in Control pursuant to Section 409A, notwithstanding anything to the contrary
in the Plan, upon termination as a Director of the Company or of a Bank affected by such Change of
Control within two years of such Change of Control, the amount in the Deferred Stock Account of a
Participant who was a Director affected by such Change of Control determined as of such Change in
Control that was not earned and vested on January 1, 2005 shall be paid out in a lump sum within
thirty (30) days of the termination of the Director; provided, however, that the Director shall not
be permitted to choose the taxable year in which such payment is made in the event such thirty-day
period overlaps two taxable years. In the event of a Company Change in Control or a Bank Change
in Control, notwithstanding anything to the contrary in the Plan, upon termination as a Director of
the Company or of a Bank affected by such Change of Control, the amount in the Deferred Stock
Account of a Participant who was a Director affected by such Change of Control determined as of
such Change in Control that was earned and vested on January 1, 2005 may be paid out in a lump sum
if such Participant makes an election pursuant to the procedures established by the Trust
Administrative Committee, in its sole and absolute discretion.



ARTICLE X

MISCELLANEOUS




     10.1 No Assignment of Benefits



     No Director or Beneficiary shall have any right to sell, assign, transfer, encumber or
otherwise convey the right to receive payment of any benefit payable hereunder, which payment and
the right thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do
so shall be null and void and of no effect.



     10.2 Source of Benefit Payments



     The Company shall not reserve or otherwise set aside funds for the payment of its obligations
hereunder, which obligations will be paid from the general assets of the Company. The Plan
constitutes a mere promise by the Company and the Subsidiaries to make payments to Participants in
the future. Notwithstanding that a Director shall be entitled to receive the entire amount in his
Deferred Stock Account as provided in Article VIII, any amounts credited to a Director’s Account to
be paid to such Director shall at all times be subject to the claims of the creditors of the
Company and its Subsidiaries. Subject to the restrictions of the preceding sentence, the Company,
in its sole discretion, may establish one or more grantor trusts described in Treasury Regulations
§ 1.677(a)-1d) to hold shares of Common Stock to pay amounts under this Plan, provided that the
assets of such trust shall be required to be used to satisfy the claims of the Company and its
Subsidiaries general creditors in the event of the Company’s or a Subsidiary’s bankruptcy or
insolvency. Any funds invested hereunder allocable to the Company or to a Subsidiary shall continue
for all purposes to be part of the respective general assets of the Company or Subsidiary and
available to the general creditors of the Company or Subsidiary in the event of a bankruptcy or
insolvency of the Company or Subsidiary. The Company shall notify the Trustee and the Participants
of such bankruptcy or insolvency of the Company or Subsidiary.



     10.3 Reserve Accruals



     In the event that the Company shall decide to establish an advance accrual reserve on its
books against the future expense of payments from any Deferred Stock Account, such reserve shall
not under any circumstances be deemed to be an asset of this Plan but, at all times, shall remain a
part of the general assets of the Company, subject to claims of the Company’s creditors.



     10.4 Status of Participants as General Creditors



     A person entitled to any amount under this Plan shall be a general unsecured creditor of the
Company with respect to such amount. Furthermore, a person entitled to a payment or distribution
with respect to a Deferred Stock Account, shall have a claim upon the Company only to the extent of
the balance in his Deferred Stock Account.



     10.5 Plan Expenses



     All commissions, fees and expenses that may be incurred in operating the Plan and any related
trust



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established in accordance with Section 9.2 herein (including the Directors’ Stock Trust) will
be paid by the Company or its affiliates.




     10.6 Compliance with Securities Rules



     Notwithstanding any other provision of this Plan: (i) elections under this Plan may only be
made by Directors while they are directors of the Company; (with the exception of the designation
of beneficiaries) and (ii) distributions otherwise payable to a Director in the form of Common
Stock shall be delayed and/or instead paid in cash in an amount equal to the fair market value
thereof if such payment in Common Stock would violate any federal or State securities laws
(including Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and
regulations promulgated thereunder; provided that the distribution is made at the earliest date at
which the Company reasonably anticipates that the making of the distribution will not cause such
violation.



     10.7 Amendment and Termination of Plan



     The Board of Directors may terminate the Plan at any time or may, from time to time, amend the
Plan; provided, however, that no such amendment or termination shall impair any rights to payments
which had been deferred under the Plan prior to the termination or amendment.



     10.8 Applicable Law



     This Plan shall be construed in accordance with and governed by the laws of the State of
Alabama.



     10.9 Section 409A



     All Compensation paid pursuant to this Plan is intended to either be exempt from the
provisions of Section 409A of the Code and the regulations and guidance thereunder or be treated as
deferred compensation that meets the requirements of Section 409A and any ambiguities in
construction shall be construed accordingly. No acceleration or deceleration of any payments or
benefits provided herein shall be permitted unless allowed under the requirements of Section 409A.
If any compensation or benefits provided by this Plan may result in the application of Section
409A, all participants of the Plan hereby consent to the modification of this Plan by the Company
in the least restrictive manner (as determined by the Company) and without any diminution in the
value of the payments to such participants as may be necessary in order to exclude such
compensation from the definition of “deferred compensation” within the meaning of Section 409A or
in order to comply with the provisions of Section 409A, other applicable provision(s) of the Code
and/or any rules, regulations, and/or regulatory guidance issued under such statutory provisions.



     IN WITNESS WHEREOF, the Plan, as amended and restated effective as of January 1, 2009, has
been executed pursuant to resolutions of the Board of Directors of BancTrust Financial Group, Inc.
on December 17, 2008.



	 	 	 	 	 	 	 
	 	 	BANCTRUST FINANCIAL GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

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

	 	 
	 	 	Its President and CEO	 	 






Attest:




	 	 	 	 	 
	By:

	 	/s/ J. Dianne Hollingsworth
 

	 	 
	Its Senior Vice President	 	 







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