Summary of BANCTRUST FINANCIAL GROUP INC

Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2008, as part of the United States Department of the Treasury's (the "UST's") Capital Purchase Program (the "CPP"), BancTrust Financial Group, Inc. (the "Company") entered into a Letter Agreement with the UST. Pursuant to the Securities Purchase Agreement - Standard Terms (the "Securities Purchase Agreement") attached to the Letter Agreement, the Company agreed to sell 50,000 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Senior Preferred Stock"), having a liquidation amount per share of $1,000, for total proceeds of $50,000,000. The Senior Preferred Stock will qualify as Tier 1 capital and provide for cumulative compounding dividends at a rate of 5% per year for the first five years and 9% per year thereafter. The Company may not redeem the Senior Preferred Stock during the first three years except with the proceeds from one or more "Qualified Equity Offerings" (as defined in the Amendment to the Company's Amended and Restated Articles of Incorporation described in Item 5.03). After three years, the Company may redeem shares of the Senior Preferred Stock for the liquidation amount of $1,000 per share, plus any accrued and unpaid dividends.
While any Senior Preferred Stock is outstanding, the Company may pay dividends on its common stock, $0.01 par value per share (the "Common Stock"), and redeem or repurchase its Common Stock, provided that all accrued and unpaid dividends for all past dividend periods on the Senior Preferred Stock are fully paid. Prior to the third anniversary of the UST's purchase of the Senior Preferred Stock, unless the Senior Preferred Stock has been redeemed or the UST has transferred all of the Senior Preferred Stock to third parties, the consent of the UST will be required for the Company to (1) increase its Common Stock dividend from its current quarterly amount of $0.13 per share or (2) repurchase its Common Stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement. The Senior Preferred Stock will be non-voting except for class voting rights on matters that would adversely affect the rights of the holders of the Senior Preferred Stock. The Letter Agreement, including the Securities Purchase Agreement attached thereto, is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
As a condition to participating in the CPP, the Company issued to the UST a warrant (the "Warrant") to purchase 730,994 shares (the "Warrant Shares") of the Company's Common Stock, at an initial exercise price of $10.26 per share. The term of the Warrant is ten years. The Warrant will not be subject to any contractual restrictions on transfer, provided that the UST may not transfer a portion or portions of the Warrant with respect to, or exercise the Warrant for, more than one-half of the initial Warrant Shares prior to the earlier of (a) the date on which the Company has received aggregate gross proceeds of at least $50,000,000 from one or more Qualified Equity Offerings, and (b) December 31, 2009. If the Company completes one or more Qualified Equity Offerings on or prior to December 31, 2009 that result in the Company receiving aggregate gross proceeds equal to at least $50,000,000, then the number of Warrant Shares will be reduced to 50% of the original number of Warrant Shares. The Warrant provides for the adjustment of the exercise price and the number of Warrant Shares issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of the Company's Common Stock, and upon certain issuances of the Company's Common Stock at or below a specified price range relative to the initial exercise price. Pursuant to the Securities Purchase Agreement, the UST has agreed not to

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exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant. The Warrant is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth above under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated herein by reference. The Senior Preferred Stock and the Warrant were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Item 3.03. Material Modification to Rights of Security Holders.
Prior to the third anniversary of the UST's purchase of the Senior Preferred Stock, unless the Senior Preferred Stock has been redeemed or the UST has transferred all of the Senior Preferred Stock to third parties, the consent of the UST will be required for the Company to (1) increase its Common Stock dividend from its current quarterly amount of $0.13 per share or (2) repurchase its Common Stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement.
Furthermore, under the Amendment to the Company's Amended and Restated Articles of Incorporation described in Item 5.03, the Company's ability to declare or pay dividends or repurchase its Common Stock or other equity or capital securities will be subject to restrictions in the event the Company fails to declare and pay (or set aside for payment) full dividends on the Senior Preferred Stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Securities Purchase Agreement, until the UST no longer owns any shares of the Senior Preferred Stock, the Warrant or Warrant Shares, the Company's employee benefit plans and other executive compensation arrangements for its top five senior executive officers (the "Senior Executive Officers") must continue to comply in all respects with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (the "EESA") and the UST's rules. Each of the Company's Senior Executive Officers executed a waiver pursuant to the terms of the Securities Purchase Agreement. A form of the waiver is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
Each of the Company's Senior Executive Officers entered into a letter agreement with the Company for the purpose of amending each Senior Executive Officer's compensation, bonus, incentive and other benefit plans, arrangements and agreements in order to comply with executive compensation and corporate governance requirements of Section 111(b) of the EESA. A form of the letter agreement is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
On December 18, 2008, the Company entered into new Change in Control Compensation Agreements for five of the Company's named executive officers, W. Bibb Lamar, Jr., F. Michael Johnson, Michael D. Fitzhugh, Bruce C. Finley, Jr. and Edward T. Livingston. The Company revised these agreements in response to
Section 409A of the Internal Revenue Code of 1986, as

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amended, which imposed new requirements on nonqualified deferred compensation plans, and to make other changes deemed necessary or desirable by the Company's compensation committee. The material changes from the executives' previous agreements are as follows:
• The cash payment to which each of the executives except Mr. Livingston would be entitled if payment rights under any of the agreements were triggered changed from three times average annual earnings based on average compensation over a specified time period to three times the sum of annualized compensation for the year prior to the year in which the payment rights are triggered (as adjusted for any increase during that year that was expected to continue indefinitely if the termination event had not occurred).

• The cash payment to which Mr. Livingston would be entitled if his payment rights under the agreement were triggered changed from one and one-half times average annual earnings based on average compensation over a specified time period to two times the lesser of (i) the sum of Mr. Livingston's annualized compensation for the year prior to the year in which the payment rights are triggered (as adjusted for any increase during that year that was expected to continue indefinitely if the termination event had not occurred) and (ii) the maximum amount that may be taken into consideration under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended.

• The Company was added as a party. Formerly, these agreements were between the executive and the subsidiary bank that employed the executive, and the Company was not a party.

• The termination events triggering payment rights pursuant to the agreements were modified as follows:

o In order for termination by the Company to trigger payment rights, the executive now must be willing and able to continue his employment . . .

Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1     Articles of Amendment to the Company's Amended and Restated Articles of
                Incorporation

Exhibit 4.1     Warrant for Purchase of Shares of Common Stock

Exhibit 4.2     Form of Certificate for the Senior Preferred Stock

Exhibit 10.1    Letter Agreement, dated December 19, 2008, between the Company and the
                UST, including the Securities Purchase Agreement attached thereto

Exhibit 10.2    Form of Waiver, executed by each of W. Bibb Lamar, Jr., F. Michael
                Johnson, Michael D. Fitzhugh, Bruce C. Finley, Jr. and Edward T.
                Livingston

Exhibit 10.3    Form of letter agreement, executed by each of W. Bibb Lamar, Jr., F.
                Michael Johnson, Michael D. Fitzhugh, Bruce C. Finley, Jr. and Edward T.
                Livingston

Exhibit 10.4    Change in Control Compensation Agreement dated as of January 1, 2009,
                between BancTrust Financial Group, Inc., BankTrust and W. Bibb Lamar,
                Jr.

Exhibit 10.5    Change in Control Compensation Agreement dated as of January 1, 2009,
                between BancTrust Financial Group, Inc., BankTrust and F. Michael
                Johnson

Exhibit 10.6    Change in Control Compensation Agreement dated as of January 1, 2009,
                between BancTrust Financial Group, Inc., BankTrust and Michael D.
                Fitzhugh

Exhibit 10.7    Change in Control Compensation Agreement dated as of January 1, 2009,
                between BancTrust Financial Group, Inc., BankTrust and Bruce C. Finley,
                Jr.

Exhibit 10.8    Change in Control Compensation Agreement dated as of January 1, 2009,
                between BancTrust Financial Group, Inc., BankTrust and Edward T.
                Livingston

Exhibit 10.9    Amended and Restated 2001 Executive Compensation Plan

Exhibit 10.10   Form of Nonqualified Supplemental Stock Option Agreement

Exhibit 10.11   Amendment to the Amended and Restated Director Deferred Compensation
                Plan

Exhibit 10.12   Amendment to the Amended and Restated Deferred Stock Trust Agreement for
                Directors of BancTrust

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