CONSULTING AGREEMENT

Exhibit 10.3

TABLE OF CONTENTS

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TABLE OF CONTENTS

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EXECUTION COPY

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “ Agreement ”), dated as of this 6th day of April, 2005 (the “ Effective Date ”), is by and between The Peoples BancTrust Company, Inc., an Alabama business corporation and bank holding company (the “ Company ”), and Endurance Capital Management Company, L.P., a Delaware limited partnership (“ Endurance ”). The Company and Endurance are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company desires that Endurance provide Services (as defined below) to the Company from time to time, and Endurance is willing to provide Services to the Company, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions and subject to the terms and conditions set forth herein, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purposes of this Agreement, capitalized terms have the meanings specified below.

“ Affiliate ” shall mean, with respect to any specified Person, any other Person which, directly or indirectly, controls, is under common control with, or is controlled by, such specified Person.

“ Bank ” shall mean The Peoples Bank and Trust Company, an Alabama banking corporation.

“ Budget ” shall have the meaning set forth in Section 2.1 hereto.

“ Business Day ” shall mean any day of the year other than (a) any Saturday or Sunday or (b) any other day on which the Bank or banks located in New York, New York are generally closed for business.

“ Company ” shall have the meaning set forth in the preamble hereto.

“ Confidential Information ” shall have the meaning set forth in Section 7.1 hereto.

“ Effective Date ” shall have the meaning set forth in the preamble hereto.

“ Endurance ” shall have the meaning set forth in the preamble hereto.

“ Endurance Person ” shall mean those employees and consultants of Endurance and its Affiliates who are individuals, and are providing or assisting in the providing of Services.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934.

“ Force Majeure Event ” shall have the meaning set forth in Section 6.4 hereto.

“ FRB ” shall mean the Board of Governors of the Federal Reserve System.

“ Governmental Authority ” shall mean the government of the United States or any foreign country or any state or political subdivision thereof or any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any quasi-governmental entity established to perform such functions.

“ Indemnified Persons ” shall have the meaning set forth in Section 6.6 hereto.

“ Non-Solicitation Period ” shall have the meaning set forth in Section 3.2 hereto.

“ Person ” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d) of the Exchange Act.

“ Services ” shall mean those investment banking and financial consulting services that may be provided by Endurance to the Company under this Agreement as agreed upon in writing by the Parties.

“ Taxes ” shall mean all taxes, charges, fees, duties, levies or other assessments (including income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, goods and services, value added, stamp, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance, payroll, unemployment and social security taxes) which are imposed by any Governmental Authority, and such term shall include any interest, penalties or additions to tax attributable thereto.

“ Term ” shall have the meaning set forth in Section 5.1 hereto

ARTICLE II

PROVISION OF SERVICES

Section 2.1 Provision of Services . From time to time during the Term, the Company may request in writing that Endurance perform one or more of the Services. Such request shall contain in reasonable detail the description, scope and timeframe of the particular Services requested to be performed. Upon receipt of such request, Endurance will prepare a budget setting forth the fully-allocated costs, fees and expenses (both internal and external) expected to be incurred by Endurance or its Affiliates in providing the requested Services, and a timetable for the provision of the requested Services (in each such case, the “Budget” or a “Budget”). Endurance will use commercially reasonable efforts to provide, or will cause its Affiliates to use commercially reasonable efforts to provide, to the Company the Services so requested by the Company. At any time and from time to time, Endurance shall notify the Company within 10 Business Days after it determines, reasonably and in good faith, that the requested Services cannot be provided for the cost or in accordance with the timetable set forth in the Budget. Endurance and the Company shall cooperate in good faith to alter the scope of the Services or the Budget therefor or to take such other actions as are necessary to enable Endurance to

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complete the provision of the requested Services in a manner that is mutually satisfactory to Endurance and the Company. Endurance will not be obligated to provide any services other than the Services specifically set forth in each such request.

Section 2.2 Standards for Performance of Services . Endurance shall provide the Services to the Company in the same manner and with the same level of promptness, skill and care as which Endurance performs comparable services for itself and other Persons. Endurance and its Affiliates will provide the Services to the Company using substantially the same systems and procedures used to provide comparable services to itself and other Persons from time to time.

Section 2.3 Personnel and Resources . The Company acknowledges that Endurance shall not be required to devote its full time and attention to providing the Services, but rather shall devote such time and attention, and designate such individuals, as Endurance deems appropriate for the performance of the Services. Endurance shall have no obligation to assign any particular individuals to the task of performing Services for the Company, and shall not be required to hire additional personnel, engage additional third-party providers or procure additional equipment or technology to provide the Services. Endurance’s obligation to provide the Services is subject to the continued availability of personnel, necessary third-parties, equipment and technology used by Endurance in its current business and to provide (or cause to be provided) similar services to itself and other Persons, and, notwithstanding anything herein to the contrary, Endurance may cease providing (or causing to be provided) Services for which the third-party providers, third-party equipment, third-party technology or third-party services used by Endurance to provide such Services are no longer available upon comparable terms as were available immediately prior to the Effective Date. In the event that the Company and Endurance have agreed to the provision of Services as contemplated by Article II , Endurance shall use commercially reasonable efforts to perform such Services within the Budget and timetable agreed to by Endurance and the Company as such Budget and timetable may be amended from time to time by the mutual agreement of Endurance and the Company.

Section 2.4 Engagement of Third-Party Providers . With the prior written consent of the Company, and subject to Section 4.2 , Endurance shall be able to engage such accountants, legal counsel, appraisers and other third party advisers as Endurance shall deem necessary, advisable or appropriate in connection with the performance of the Services.

Section 2.5 Use of Services . The Company will not resell any Services to any third-party or otherwise use the Services in any way other than in connection with the conduct of its own business.

Section 2.6 Access . The Company will make available on a timely basis to Endurance or its Affiliates all information and materials reasonably requested by Endurance and its Affiliates to enable Endurance or its Affiliates to provide the Services. The Company will give Endurance and its Affiliates reasonable access, during regular business hours and at such other times as are reasonably required, to the premises and systems on which the Company conducts business to the extent necessary for Endurance or its Affiliates to provide the Services.

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Section 2.7 Other Activities . Subject to the requirements of Article VII , nothing in this Agreement shall prevent Endurance or any of its Affiliates from engaging in any business (including business activities competitive with those of the Company and its Affiliates) or rendering services of any kind to itself or to any other Person (including competitors of the Company and its Affiliates).

Section 2.8 No Obligation on Part of Company . It is expressly acknowledged, understood and agreed that the Company shall have no obligation to engage Endurance to provide any Services hereunder, and that this Agreement shall in no way restrict or limit the right or ability of the Company to engage any other Person to provide similar or alternative services at any time during the term of this Agreement.

ARTICLE III

ENDURANCE PERSONS

Section 3.1 Relationship . The Company and Endurance agree that any Endurance Persons providing Services shall be employees or consultants of Endurance or its Affiliates and not of the Company. The Company and Endurance further agree that, with respect to any Endurance Person, without limiting this Article III and Section 4.4 hereof, Endurance or its Affiliates shall have sole responsibility for all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers’ compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other fringe benefits and the conduct of all other matters relating to the employment or engagement as a consultant of Endurance Persons. Endurance or its Affiliates shall have sole responsibility for all employment or consultant engagement decisions regarding Endurance Persons. Neither the Company nor Endurance shall represent to any third-party that any Endurance Person is an employee or consultant of the Company.

Section 3.2 Non-Solicitation . The Company agrees that, during the period beginning on the date hereof and ending on the date which is three (3) years after the end of the Term (the “ Non-Solicitation Period ”), the Company shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire as an employee or consultant, solicit for employment or a consulting relationship, or encourage to leave his or her employment or consulting relationship with Endurance or any Affiliate of Endurance, any employee or consultant of Endurance or any of its Affiliates who is involved in any way in the provision of Services at any time during the Term; provided , however , that this Section 3.2 shall not apply to (a) any employee or consultant who has been laid off by, or who has been terminated by, Endurance or any Affiliate of Endurance (unless such termination involves a simultaneous hiring of such employee or consultant by Endurance or another Affiliate of Endurance) or (b) any employee or consultant who has voluntarily resigned from his or her employment or consulting relationship with Endurance or any Affiliate of Endurance in accordance with the terms of his or her employment or consulting agreement with Endurance or such Affiliate and such resignation occurred more than twelve (12) months prior to any such hiring, solicitation or encouragement.

Section 3.3 Non-Solicitation by Endurance . Endurance agrees that, during the Non-Solicitation Period, Endurance shall not, and shall not permit any of its Affiliates to, directly or

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indirectly, solicit for employment or a consulting relationship, or encourage to leave his or her employment or consulting relationship with the Company or any Affiliate of the Company, any employee or consultant of the Company or any of its Affiliates; provided, however, that this Section 3.3 shall not apply to (a) any employee or consultant who has been laid off by, or who has been terminated by, the Company or any Affiliate of the Company (unless such termination involves a simultaneous hiring of such employee or consultant by the Company or another Affiliate of the Company) or (b) any employee or consultant who has voluntarily resigned from his or her employment or consulting relationship with the Company or any Affiliate of the Company in accordance with the terms of his or her employment or consulting agreement with the Company or such Affiliate and such resignation occurred more than twelve (12) months prior to any such solicitation or encouragement.

ARTICLE IV

PAYMENT

Section 4.1 Services . In consideration for the Services provided hereunder, the Company shall pay to Endurance the amount specified in the Budget.

Section 4.2 Third Party Expenses . The Company shall pay all reasonable costs, fees and expenses payable to any accountants, legal counsel, appraisers and other third party advisers engaged by Endurance pursuant to Section 2.4 .

Section 4.3 Taxes . In addition to the fees, expenses and other amounts payable by the Company under this Agreement, the Company will pay any applicable Taxes, including any sales, use, rental, license, excise or similar taxes, that may be levied or assessed by any Governmental Authority in connection with the provision by Endurance and its Affiliates of the Services or the receipt by the Company thereof, other than federal, state or local income taxes.

Section 4.4 Payment . Endurance may invoice the Company from time to time for the amounts payable pursuant to Sections 4.1 , 4.2 , and 4.3 . The Company shall pay Endurance all amounts so invoiced by Endurance within thirty (30) days after its receipt of the applicable invoice. Any payments due under this Section 4.5 that are not timely paid will be subject to late charges of 1% for each month or portion thereof that such payment is overdue.

Section 4.5 Documentation . Upon the Company’s request, Endurance shall provide to the Company available supporting documentation for any amounts payable pursuant to Sections 4.1 , 4.2 , and 4.3 .

ARTICLE V

TERM AND TERMINATION

Section 5.1 Consulting Term . The term of this Agreement (the “ Term ”) will commence on the Effective Date and will continue in effect until the earliest to occur of (a) the fifth (5th) anniversary of the Effective Date, (b) the date on which this Agreement is terminated pursuant to Section 5.2 , and (c) the termination of the Acquisition Facility Agreement dated April 6, 2005 between the Company and Endurance Capital Investors, L.P. The Company will reimburse Endurance for any reasonable wind-down costs incurred by Endurance and its Affiliates with respect to any termination pursuant to this Section 5.1 (other than pursuant to

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clause (a)) and for any reasonable costs incurred by Endurance and its Affiliates related to Endurance’s and its Affiliates’ agreements with third-party providers caused by such ter