FIRST AMENDMENT TO LOAN AGREEMENT

FIRST AMENDMENT TO LOAN AGREEMENT

            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").

RECITALS:

            WHEREAS , The Bankers Bank, N.A. ("The Bankers Bank") made a loan (the "Loan") to Borrower in the original principal amount of up to Thirty-Eight Million Dollars ($38,000,000.00), as evidenced by that certain Promissory Note dated October 16, 2007 from Borrower to The Bankers Bank (as amended from time to time, the "Note");

            WHEREAS , the Note is secured, in part, by that certain Loan Agreement between Borrower and The Bankers Bank dated October 16, 2007 (as the same may have been further amended from time to time, the "Loan Agreement" and, together with the Note and all other documents evidencing, securing or relating to the Loan Agreement and the Note, the "Loan Documents");

            WHEREAS , the name of The Bankers Bank was changed to Silverton Bank, N.A. on January 1, 2008;

            WHEREAS , Federal Deposit Insurance Corporation was appointed as Receiver of Silverton Bank, N.A. on or about May 1, 2009;

            WHEREAS , the "Lender" under the Loan Agreement is now Federal Deposit Insurance Corporation as Receiver of Silverton Bank, N.A.; and

            WHEREAS , Borrower and Lender desire to amend the Loan Agreement as set forth herein.

            NOW, THEREFORE , for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby amend the Loan Agreement as follows:

1. Modification of Loan Agreement.

1. 1. Section 4.03(a) shall be deleted in its entirety and the following shall be inserted in lieu thereof:

Maximum Amount of Non-Performing Assets. The amount of Borrower's Non-Performing Assets (defined below) shall not exceed Two Hundred Million Dollars ($200,000,000.00) at the end of any calendar quarter. "Non-Performing Assets" shall mean the aggregate sum of the Borrower's consolidated (i) Cash Basis Loans, (ii) loans 90 days or more past due, (iii) Renegotiated Loans, (iv) Other Real Estate Owned and (v) loans defined as "other non-performing assets" on Borrower's consolidated financial statements. For purposes of determining the interest rate under the Note, the "Non-Performing Assets Ratio" shall be calculated as the quotient of (i) Non-Performing Assets divided by (ii) the sum of (a) total loans and (b) Other Real Estate Owned. For purposes of determining the interest rate under the Note, the Non-Performing Assets Ratio shall be (1) less than or equal to one and 25/100ths percent (1.25%) prior to September 30, 2009 and (2) less than or equal to one percent (1.00%) on or after October 1, 2009.

1. 2. Section 4.03(b) shall be deleted in its entirety and the following shall be inserted in lieu thereof:

Loan Loss Reserve. The Borrower shall not permit the Allowance for Loan and Lease Losses of any of the Bank Subsidiaries to fall below 3.00% of its gross loans at any time. The Allowance for Loan and Lease Losses shall be measured quarterly.

1. 3. Section 4.03(e) shall be deleted in its entirety and the following shall be inserted in lieu thereof:

Classified assets. At all times the total of the Borrower's assets which are classified as "substandard" and "doubtful" shall be less than Two