BACKGROUND A. The Merger Agreement provides that PSB's Board of Directors may terminate the Merger Agreement in the event that the average Market Value of South Alabama's common stock during the Valuation Period is greater than $26.00 per share...Waiver and Agreement • March 30th, 1998 • South Alabama Bancorporation Inc /De/ • National commercial banks
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of January 17, 2001, by and between THE PEOPLES BANCTRUST COMPANY, INC., an Alabama business corporation ("BancTrust"), and South Alabama Bancorporation, Inc., an Alabama...Agreement and Plan of Merger • January 18th, 2001 • South Alabama Bancorporation Inc /De/ • National commercial banks • Alabama
SPONSORED BYNonstandardized Adoption Agreement • September 8th, 2005 • Banctrust Financial Group Inc • National commercial banks
ANDAgreement and Plan of Merger • March 30th, 1998 • South Alabama Bancorporation Inc /De/ • National commercial banks • Alabama
BANCTRUST FINANCIAL GROUP, INC. AMENDMENT TO CHANGE IN CONTROL COMPENSATION AGREEMENT This Amendment to Change in Control Compensation Agreement (this "Amendment") is made and entered into as of the 11th day of September, 2009, by and among BancTrust...Change in Control Compensation Agreement • September 15th, 2009 • Banctrust Financial Group Inc • National commercial banks
The Company and the Executive are Parties to that certain Change in Control Compensation Agreement dated as of the 1st day of January, 2009 (the "Agreement"). The Company is a participant in the TARP Capital Purchase Program (the "Capital Purchase Program") of the United States Treasury (the "Treasury") and, as such, is subject to limitations regarding executive compensation practices; and the Company may be prohibited by law from making payments or providing benefits to Executive under the Agreement. The Company has requested that the Executive execute and deliver this Amendment to acknowledge the restrictions applicable to participants in the Capital Purchase Program and to excuse the Company from performing its obligations hereunder in the event that it is prohibited by law from doing so. The Executive is willing to execute and deliver this Amendment in order to induce the Company not to exercise its right under the Agreement to terminate the Agreement.
BANCTRUST FINANCIAL GROUP, INC. CHANGE IN CONTROL COMPENSATION AGREEMENTControl Compensation Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Change in Control Compensation Agreement (this “Agreement”) is dated as of the 1st day of January, 2009 by and among BancTrust Financial Group, Inc., an Alabama corporation having its principal place of business in Mobile, Alabama (“BancTrust”), BankTrust, an Alabama banking corporation and wholly-owned subsidiary of BancTrust (“BankTrust” and together with BancTrust the “Company”); and W. Bibb Lamar, Jr. (the “Executive”).
RECITALS:Control Compensation Agreement • March 30th, 1998 • South Alabama Bancorporation Inc /De/ • National commercial banks • Alabama
CHANGE IN CONTROL COMPENSATION AGREEMENTChange in Control Compensation Agreement • December 26th, 2006 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Agreement dated as of the 20th day of December, 2006 by and between BankTrust (the "Bank"), a Florida banking corporation having its principal place of business in Santa Rosa Beach, Florida and Michael D. Fitzhugh (the "Executive").
SUPPORT AGREEMENT (Peoples Directors)Support Agreement • May 23rd, 2007 • Banctrust Financial Group Inc • National commercial banks
BANCTRUST FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT (Not subject to TARP Restriction)Restricted Stock Award Agreement • June 3rd, 2011 • Banctrust Financial Group Inc • National commercial banks
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is effective as of the _______ day of _________________, ________ (the “Grant Date”), by and between ____________________________________ (the “Participant”) and BancTrust Financial Group, Inc., an Alabama corporation (the “Company”), sets forth the terms and conditions of a Restricted Stock Award issued pursuant to the Company’s 2011 Incentive Compensation Plan (the “Plan) and this Agreement. Any capitalized terms used but not defined herein shall have the meaning prescribed in the Plan.
SUPPORT AGREEMENT (BancTrust Directors)Support Agreement • May 23rd, 2007 • Banctrust Financial Group Inc • National commercial banks
BANCTRUST FINANCIAL GROUP, INC. OPTION AGREEMENT - NONQUALIFIED SUPPLEMENTAL STOCK OPTION (2001 Incentive Compensation Plan)Option Agreement • August 26th, 2005 • Banctrust Financial Group Inc • National commercial banks
THIS AGREEMENT made and entered into on this day of , , by and between BANCTRUST FINANCIAL GROUP, INC. (called the “Company” herein), and (called the “Optionee” herein);
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 25th, 2003 • Banctrust Financial Group Inc • National commercial banks • Alabama
BANCTRUST FINANCIAL GROUP, INC. OPTION AGREEMENT - INCENTIVE STOCK OPTION (2011 Incentive Compensation Plan)Option Agreement • June 3rd, 2011 • Banctrust Financial Group Inc • National commercial banks
THIS AGREEMENT made and entered into on this ______ day of ____________________, ________, by and between BANCTRUST FINANCIAL GROUP, INC. (the "Company”), and ________________________ ____________________________________ (the "Optionee") sets forth the terms and conditions of an Option granted pursuant to the Company’s 2011 Incentive Compensation Plan (the “Plan”) and this Agreement.
December 19, 2011Letter Agreement • April 12th, 2012 • Banctrust Financial Group Inc • National commercial banks • New York
MODIFICATION OF LOAN DOCUMENTSModification of Loan Documents • April 25th, 2011 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Modification of Loan Documents (“Modification”) is made this 18th day of April 2011, to be effective as of April 16, 2011, between BancTrust Financial Group, Inc., an Alabama corporation (the “Borrower”) and FDIC as Receiver for Silverton Bank, N.A., f/k/a The Bankers Bank, Atlanta, Georgia, (“Receiver”) whose address is 7777 Baymeadows Way West, Jacksonville, FL 32256.
STOCK PURCHASE AGREEMENT by and between TOMBIGBEE BANCSHARES, INC. and BANCTRUST FINANCIAL GROUP, INC. dated April 7, 2005 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 6th, 2005 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Stock Purchase Agreement ("Agreement"), dated the 7th day of April, 2005, has been entered into by and between TOMBIGBEE BANCSHARES, INC., an Alabama corporation ("Buyer"), and BANCTRUST FINANCIAL GROUP, INC., an Alabama corporation ("Seller").
December 17, 2008Securities Purchase Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks
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”).
NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN Sponsored by South Alabama Trust Co.Nonstandardized Adoption Agreement • June 27th, 2003 • Banctrust Financial Group Inc • National commercial banks
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #01.
OFFICE LEASE AGREEMENTOffice Lease Agreement • August 26th, 2010 • Banctrust Financial Group Inc • National commercial banks • Alabama
LOAN AGREEMENTLoan Agreement • October 18th, 2007 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Loan Agreement (this “Agreement”), dated as of October 16, 2007, is entered into by and between The Bankers Bank, N.A., a national banking association (together with its successors and assigns, the “Bank”), and BancTrust Financial Group, Inc., an Alabama corporation (the “Borrower”), which owns all of the issued and outstanding capital stock of BankTrust, an Alabama banking corporation (“BankTrust-Mobile”) and BankTrust, a Florida banking corporation (“BankTrust-Florida”)(together Bank Trust-Mobile and BankTrust-Florida are referred to as the “Bank Subsidiaries”, and each a “Bank Subsidiary”).
BANCTRUST FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 26th, 2005 • Banctrust Financial Group Inc • National commercial banks • Alabama
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made and entered into as of the day of , 20 (the “Grant Date”) [pursuant to the Plan, this needs to be the date the Board approves the grant], by and between (the “Participant”) and BancTrust Financial Group, Inc., an Alabama corporation (the “Company”), sets forth the terms and conditions of a Restricted Stock Award issued pursuant to the Company’s 2001 Incentive Compensation Plan (the “Plan”) and this Agreement. Any capitalized terms used but not defined herein shall have the meaning prescribed in the Plan.
AMENDED AND RESTATED DEFERRED STOCK TRUST AGREEMENTDeferred Stock Trust Agreement • September 8th, 2005 • Banctrust Financial Group Inc • National commercial banks
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION ______________The Agreement • October 9th, 2012 • Banctrust Financial Group Inc • National commercial banks • Mississippi
This AMENDMENT NO. 1 (this “Amendment”), dated as of October 5, 2012, to the Agreement and Plan of Reorganization, dated as of May 28, 2012 (the “Merger Agreement”), is by and between Trustmark Corporation, a Mississippi corporation (“Buyer”), and BancTrust Financial Group, Inc., an Alabama corporation (the “Target”).
RECITALS:Control Compensation Agreement • March 28th, 1996 • South Alabama Bancorporation Inc /De/ • National commercial banks • Alabama
MODIFICATION OF LOAN DOCUMENTSModification of Loan Documents • January 6th, 2012 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Modification of Loan Documents (this “Modification”) is made this 5th day of January, 2012, to be effective as of the 30th day of December, 2011, between BANCTRUST FINANCIAL GROUP, INC., an Alabama corporation (the “Borrower”), and the FDIC AS RECEIVER FOR SILVERTON BANK, NATIONAL ASSOCIATION, f/k/a The Bankers Bank, Atlanta, Georgia (the “Receiver”).
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 10th, 2010 • Banctrust Financial Group Inc • National commercial banks • New York
THIS AGREEMENT dated as of November 10, 2010 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and BANCTRUST FINANCIAL GROUP, INC., a corporation organized and existing under the laws of the State of Alabama (the “Company”).
Exhibit 5.1 [HAND ARENDALL, L.L.C. LETTERHEAD] July 1, 1999 Sweet Water State Bancshares, Inc. 101 Main Street Sweet Water, Alabama 36782-0128 Re: Merger of Sweet Water State Bancshares, Inc. ("Sweet Water") with and into South Alabama Bancorporation,...South Alabama Bancorporation Inc /De/ • July 2nd, 1999 • National commercial banks
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN TRUSTMARK CORPORATION AND BANCTRUST FINANCIAL GROUP, INC. Dated as of May 28, 2012Agreement and Plan of Reorganization • June 1st, 2012 • Banctrust Financial Group Inc • National commercial banks • Mississippi
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of May 28, 2012, by and between Trustmark Corporation (“Buyer”), a Mississippi corporation, and BancTrust Financial Group, Inc. (“Target”), an Alabama corporation.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • October 30th, 2009 • Banctrust Financial Group Inc • National commercial banks
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made as of the 28 day of October, 2009, between Federal Deposit Insurance Corporation as Receiver of Silverton Bank, N.A. ("Lender") and BancTrust Financial Group, Inc., an Alabama corporation ("Borrower").
CHANGE IN CONTROL COMPENSATION AGREEMENTChange in Control Compensation Agreement • August 26th, 2005 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Agreement dated as of the 23rd day of July, 1998, by and between South Alabama Bank (the “Bank”), an Alabama banking corporation having its principal place of business in Mobile, Alabama and Michael D. Fitzhugh (the “Executive”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN TRUSTMARK CORPORATION AND BANCTRUST FINANCIAL GROUP, INC. Dated as of May 28, 2012Agreement and Plan • June 1st, 2012 • Banctrust Financial Group Inc • National commercial banks • Mississippi
BANCTRUST FINANCIAL GROUP, INC. AMENDED AND RESTATED OPTION AGREEMENT - NONQUALIFIED SUPPLEMENTAL STOCK OPTION (2001 Incentive Compensation Plan)Option Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks
THIS AGREEMENT made and entered into on this ___ day of , , by and between BANCTRUST FINANCIAL GROUP, INC. (called the “Company” herein), and (called the “Optionee” herein);
TERMINATION AGREEMENT TERMINATION AGREEMENT dated as of March 27, 2001, by and between THE PEOPLES BANCTRUST COMPANY, INC., an Alabama business corporation ("BancTrust"), and SOUTH ALABAMA BANCORPORATION, INC., an Alabama business corporation ("South...Termination Agreement • March 28th, 2001 • South Alabama Bancorporation Inc /De/ • National commercial banks • Alabama
AMENDED AND RESTATED DEFERRED STOCK TRUST AGREEMENT FOR DIRECTORS OF BANCTRUST FINANCIAL GROUP, INC. AND ITS SUBSIDIARIESDeferred Stock Trust Agreement • December 23rd, 2008 • Banctrust Financial Group Inc • National commercial banks • Alabama
This Amended and Restated Trust Agreement (“Trust Agreement”) entered into effective the 1st day of January, 2009 is between BancTrust Financial Group, Inc., the Grantor, and The Trust Company of Sterne, Agee & Leach, Inc. (the Trustee”).
