Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers

On August 27, 2009, Mr. James A. Faulkner, a director of BancTrust Financial Group, Inc. (the "Company") and its subsidiary BankTrust (the "Bank"), gave notice to the Company that he is resigning from the Board of Directors of the Company and the Bank, effective immediately. Mr. Faulkner is required to resign as a director due to the recent entry of BB&T Corp. (BB&T) into BancTrust's markets through its acquisition of Colonial Bank. Mr. Faulkner serves as a director of BB&T's subsidiary bank, Branch Banking and Trust Company, and is subject to a conflict of interest agreement in favor of BB&T. He is resigning to avoid breaching his conflict of interest agreement.