Common use of Covenants and Warranties of Undersigned Clause in Contracts

Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that: (a) The Surviving Corporation Common Stock received by the undersigned as a result of the merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) South Alabama has informed the undersigned that any distribution by the undersigned of the Surviving Corporation Common Stock has not been registered under the 1933 Act and that shares of Surviving Corporation Common Stock received pursuant to the merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that the Surviving Corporation will be under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Surviving Corporation Common Stock. (c) The undersigned is aware that the Surviving Corporation intends to treat the merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Surviving Corporation for federal income tax purposes. The undersigned acknowledges that the Income Tax Regulations require "continuity of interest" in order for the merger to be treated as tax-free under Section 368 of the Code. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his or her Surviving Corporation Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that: (a) The Surviving Corporation BancTrust Common Stock received by the undersigned as a result of the merger Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) South Alabama BancTrust has informed the undersigned that any distribution by the undersigned of the Surviving Corporation BancTrust Common Stock has not been registered under the 1933 Act act and that shares of Surviving Corporation BancTrust Common Stock received pursuant to the merger Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that the Surviving Corporation will be BancTrust is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Surviving Corporation BancTrust Common Stock. (c) The undersigned is aware that the Surviving Corporation BancTrust intends to treat the merger Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Surviving Corporation BancTrust for federal income tax purposes. The undersigned acknowledges that the Income Tax Regulations require "continuity of interest" in order for the merger Merger to be treated as tax-free under Section 368 of the Code. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his or her Surviving Corporation BancTrust Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that:: BancTrust Financial Group, Inc. , 2003 (a) The Surviving Corporation BancTrust Common Stock received by the undersigned as a result of the merger Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) South Alabama BancTrust has informed the undersigned that any distribution by the undersigned of the Surviving Corporation BancTrust Common Stock has not been registered under the 1933 Act act and that shares of Surviving Corporation BancTrust Common Stock received pursuant to the merger Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that the Surviving Corporation will be BancTrust is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's ’s shares of Surviving Corporation BancTrust Common Stock. (c) The undersigned is aware that the Surviving Corporation BancTrust intends to treat the merger Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("“Code"”) for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Surviving Corporation BancTrust for federal income tax purposes. The undersigned acknowledges that the Income Tax Regulations require "“continuity of interest" ” in order for the merger Merger to be treated as tax-free under Section 368 of the Code. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his or her Surviving Corporation BancTrust Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.