exv10w3






Exhibit 10.3




December 17, 2008




Via Hand Delivery




[Name of Officer]

100 St. Joseph St.

Mobile, AL 36652




Dear [Name of Officer],




     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”).



     For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Purchase Agreement, the Company is required to establish specified standards
for incentive compensation to its Senior Executive Officers (as hereinafter defined) and to make
changes to its compensation arrangements. The Company has determined that you are a Senior
Executive Officer for purposes of the CPP. To comply with these requirements, and in consideration
of the benefits that you will receive as a result of the Company’s participation in the CPP and for
other good and valuable consideration, the sufficiency of which you hereby acknowledge, you
acknowledge and agree as follows:



     1. No Golden Parachute Payments. You will not be entitled to receive from the Company
any Golden Parachute Payment (as hereinafter defined) during any CPP Covered Period (as hereinafter
defined).



     2. Recovery of Bonus and Incentive Compensation. You will be required to and shall
return to the Company any bonus or incentive compensation paid to you by the Company during a CPP
Covered Period if the payments were based on the Company’s materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.



     3. Compensation Review. The Company shall promptly review, and in no event more than
90 days after the Treasury’s investment, and place limits on executive compensation to exclude
incentives for unnecessary and excessive risks that threaten the value of the Company during the
CPP Period. Thereafter, the Company shall conduct similar annual reviews. To the extent any such
review requires revisions to any Benefit Plan (as hereinafter defined) with respect to you, the
Company shall be permitted to make such changes as it deems necessary or appropriate to comply with
the requirements of the CPP without your further consent.



 









 





[Name of Officer]

December 17, 2008

Page 2 of 3




     4. Waiver. You will execute a waiver (the “Waiver”), substantially in the form
attached hereto as Exhibit A, waiving any claims against the Treasury or the Company for
any changes to your compensation or benefits as required to comply with regulations issued under
the CPP and acknowledging that the regulation may require modification of your Benefit Plans during
the CPP Period.



     5. Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive, deferred compensation and other benefit plans, arrangements and agreements that do not
comply with the requirements of the CPP and as set forth above (including golden parachute,
severance, change in control and employment agreements) (collectively, “Benefit Plans”) with
respect to you is hereby amended to the extent necessary to comply with the requirements of the CPP
and as set forth above. For reference, certain, but not necessarily all, of the affected Benefit
Plans are set forth in Appendix 1 to this letter.



     This letter shall be interpreted in light of the following definitions:



     a. “Company” includes any entities treated as a single employer with the Company under 31
C.F.R. § 30.1(b). As between the Company and you, the term “employer” or “employer and its
affiliates” in the Waiver will be deemed to mean the Company as used in this letter.



     b. “CPP Covered Period” shall mean any period during which (i) you are a Senior Executive
Officer and (ii) the Treasury holds an equity or debt position acquired from the Company in the
CPP; provided, however, that such term shall be limited by, and interpreted in a manner consistent
with, 31 C.F.R. § 30.10.



     c. “EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or
regulation issued by the Department of the Treasury and as published in the Federal Register on
October 20, 2008.



     d. “Golden Parachute Payment” is used with the same meaning as in Section 111(b)(2)(C) of
EESA.



     e. “Senior Executive Officer” means the Company’s “senior executive officers” as defined in
subsection 111(b)(3) of the EESA and interpreted in a manner consistent with, 31 C.F.R. § 30.2.



     This letter is intended to, and will be interpreted, administered and construed to, comply
with Section 111 of the EESA (and, to the maximum extent consistent with the preceding, to permit
operation of the Benefit Plans in accordance with their terms before giving effect to this letter).



     To the extent not subject to federal law, this letter will be governed by and construed in
accordance with the laws of the State of Alabama. This letter may be executed in two or more
counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile
will be deemed an original signature. If the Company does not participate or ceases at any time to
participate in the CPP, this letter shall be of no further force and effect.



 









 





[Name of Officer]

December 17, 2008

Page 3 of 3




     The Company’s Board of Directors appreciates the concessions you are making and looks forward
to your continued leadership during these financially turbulent times.



	 	 	 	 	 
	 	Very Truly Yours,




BancTrust Financial Group, Inc.

 	 
	 	By:  	 	 
	 	J. Stephen Nelson 	 
	 	Chairman of the Board of Directors  	 
	 




     Intending to be legally bound, I agree with and accept the foregoing terms as of the date set
forth below. 



	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	[Name of Officer]






 









 





Exhibit A




Form of Waiver




WAIVER BY SENIOR EXECUTIVE OFFICER



In consideration for the benefits I will receive as a result of BancTrust Financial Group, Inc.’s
participation the United States Department of the Treasury’s TARP Capital Purchase Program, I
hereby voluntarily waive any claim against the United States or my employer or its affiliates for
any changes to my compensation or benefits that are required to comply with the regulation issued
by the Department of the Treasury as published in the Federal Register on October 20, 2008.



I acknowledge that this regulation may require modification of the compensation, bonus, incentive
and other benefit plan, arrangements, policies and agreements (including so-called “golden
parachute” agreements) that I have with my employer or in which I participate as they relate to the
period the United States holds any equity or debt securities of BancTrust Financial Group, Inc.
acquired through the TARP Capital Purchase Program.



This waiver includes all claims I may have under the laws of the United States or any state related
to the requirements imposed by the aforementioned regulation, including without limitation a claim
for any compensation or other payments I would otherwise received, any challenge to the process by
which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.




Dated: December 19, 2008




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	[Name of Officer]	 	 
	 

	 	[Title]	 	 
	 

	 	BancTrust Financial Group, Inc.	 	 







 









 








Appendix 1




Affected Benefit Plans





	1.	 	The Company’s Annual Management Incentive Plan.
	 
	2.	 	The Company’s 1993 Incentive Compensation Plan.
	 
	3.	 	The Company’s 2001 Incentive Compensation Plan.
	 
	4.	 	The Company’s Change of Control Agreement with [Name of Officer].
	 
	5.	 	The Company’s Supplemental Retirement Plan with [Name of Officer]1.







 




			
	1	 	Item 5 was only included in the agreements for F. Michael Johnson, Bruce C. Finley, Jr. and W. Bibb Lamar, Jr.