THE PEOPLES BANCTRUST COMPANY, INC. CHANGE OF CONTROL EMPLOYMENT AGREEMENT

EXHIBIT 10.2

THE PEOPLES BANCTRUST COMPANY, INC.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT

THIS CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of December 20, 2006, by and among Gerald F. Holley (the “Executive”), The Peoples BancTrust Company, Inc., an Alabama corporation (the “Company”), and The Peoples Bank and Trust Company, an Alabama banking corporation (the “Bank”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

R E C I T A L S

A. The Executive is a key executive officer of the Company and the Bank.

B. If the Company should become subject to any proposed or threatened Change of Control, the Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to the Executive and can cause the Executive to consider alternative employment opportunities.

C. The Board believes that it is in the best interests of the Company, the Bank and the Company’s shareholders to provide the Executive with an incentive to continue his employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

D. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

AGREEMENT

In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company, the parties agree as follows:

1. Certain Definitions. In addition to any other terms defined herein, the following terms shall have the following meanings:

(a) “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the Termination Date but not paid as of the Termination Date including without limitation, (i) base salary, (ii) reimbursement for reasonable and necessary

expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, (iii) bonuses for previously completed fiscal years and (iv) vested stock options.

(b) “Change of Control Period” shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date unless at least 60 days prior to the Renewal Date the Board shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c) “Change of Control” shall mean the occurrence of any of the following events:

(i) The acquisition of ownership, holding or power by any one Person to vote more than 50% of the Bank’s or the Company’s voting stock;

(ii) The individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company or the Bank (each, an “Incumbent Board”) cease for any reason to constitute at least two-thirds of the Board of Directors of the Company or the Bank, as applicable; provided, however, that if the election, or nomination for election by the Company’s or the Bank’s shareholders, of any new director was approved by a vote of at least two-thirds of the applicable Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of such Incumbent Board; provided, further, however, that no individual shall be considered a member of an Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii) Consummation of:

(iv) Consummation of:

(v) For purposes of defining Change of Control, the term “Person” refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed herein and includes as a “Person” any of the foregoing individuals or entities acting as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. The control of the Bank by the Company itself shall not constitute a “Change of Control;”

(d) “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 1(c)) occurs. However, if a Change of Control occurs and if the Executive’s employment with the Company or the Bank is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.

2. Employment Period . If the Change of Control events occur as described herein, the Company and the Bank hereby agree to continue the Executive in their employ, and the Executive hereby agrees to remain in the employ of the Company and the Bank subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the “Employment Period”).

3. “At Will” prior to Effective Date . The Executive, the Company, and the Bank acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company and/or the Bank, the employment of the Executive by the Company and/or the Bank is and shall continue to be “at will” prior to the Effective Date, and the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company or the Bank at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

4. Terms of Employment - Position and Duties.

(a) Duties . During the Employment Period, the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date.

(b) Location . The Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 90 miles from such location.

(c) Responsibilities . During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is then entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and the Bank and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.

5. Terms of Employment - Compensation.

(a) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary’), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include the Bank and any other company controlled by, controlling or under common control with the Company.

(b) Annual Bonus . In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest bonus under the Company’s Executive Incentive Plan, or any comparable bonus under any predecessor or successor plan, or otherwise, for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than two and one half months following the end of the fiscal year for which the Annual Bonus is earned, unless the Executive shall have elected to defer the receipt of such Annual Bonus.

(c) Incentive, Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(d) Welfare Benefit Plans . During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(e) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(f) Fringe Benefits . During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time

during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(g) Office and Support Staff . During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period