BANCTRUST FINANCIAL GROUP, INC. AMENDED AND RESTATED OPTION AGREEMENT - NONQUALIFIED SUPPLEMENTAL STOCK OPTION (2001 Incentive Compensation Plan)

Exhibit 10.10

BANCTRUST FINANCIAL GROUP, INC.
AMENDED AND RESTATED OPTION AGREEMENT -
NONQUALIFIED SUPPLEMENTAL STOCK OPTION
(2001 Incentive Compensation Plan)

     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);

W I T N E S S E T H :

     WHEREAS, the Board of Directors of the Company adopted the 2001 Incentive Compensation Plan (called the “Plan” herein) of the Company, a copy of which is on file with the Secretary of the Company, on April 17, 2001, which was amended and restated on December 17, 2008 in order to be in compliance with Section 409A of the Code (as hereinafter defined), and the regulations and guidance thereunder (“Section 409A”);

     WHEREAS, the shareholders of the Company approved the Plan at the Company’s 2001 annual shareholders’ meeting; and

     WHEREAS, the Grantee desires to acquire this Option, which is granted, pursuant to the Plan, to the Grantee as a Director of the Company or as an Employee of the Company or one of its Subsidiary Corporations.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the parties hereto have agreed, and do hereby agree, as set forth herein.

      1. DEFINITIONS

     Unless the context clearly indicates otherwise, for purposes of this Agreement, terms used herein shall have the same meaning as they do in the Plan. Without limiting the generality of the foregoing, the following terms shall have the respective meanings set forth below:

          (a) “Board of Directors” means the Board of Directors of the Company.

          (b) “Code” means the Internal Revenue Code of 1986, as amended.

          (c) “Committee” means the Personnel/Compensation Committee of the Board of Directors (or any successor committee thereto), which committee shall have the responsibility of administering the Plan.

          (d) “Common Stock” means the common stock of the Company, or such other class of shares or other securities to which the provisions of this Agreement may be applicable by reason of the operation of Section 9 hereof.

          (e) “Company” means BancTrust Financial Group, Inc. or any successor corporation.

          (f) “Director” means any elected member of the Board of Directors of the Company.

          (g) “Employee” means any person employed by the Company or any Subsidiary Corporation.

          (h) “Incentive Stock Option” means an option to purchase shares of Common Stock of the Company that is intended to qualify as an incentive stock option under Section 422 of the Code.

          (i) “Permanent Disability” means that the Grantee (1) has established to the satisfaction of the Board of Directors that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months (all within the meaning of Section 422(c)(6) and Section 22(e)(3) of the Code), and (2) has satisfied any requirement imposed by the Board of Directors in regard to evidence of such disability.

          (j) “Retirement”, as applied to a Grantee (i) who is an Employee, means normal or early retirement as provided for in the applicable qualified pension plan of the Company and/or

one or more of its Subsidiary Corporations; provided that a Grantee shall not be deemed to have retired if his employment is terminated by the Company because of negligence or malfeasance; and (ii) who is a Director, means ceasing to serve as an elected member of the Board of Directors, whether by resignation, removal or failure to stand for reelection or to be reelected.

          (k) “Subsidiary Corporation” of the Company means any present or future corporation (other than the Company) which would be a A subsidiary corporation @ as defined in Section 424(f) and (g) of the Code and which would qualify as an eligible issuer of service recipient stock pursuant to Section 409A of the Code.

          (l) “Supplemental Stock Option” means an Option granted under the Plan, other than an Incentive Stock Option.

     2.  GRANT

     The Company does hereby irrevocably grant to the Grantee, pursuant to the Plan and not in lieu of salary or any other compensation for services, the right and option (called the “Option” herein), as a Supplemental Stock Option, to purchase all or any part of an aggregate of                                          shares of the Common Stock of the Company, only on the terms and conditions set forth herein. The option price per share shall be the sum of $                                          , being the Fair Market Value of the Common Stock on the date the Option is granted.

     3.  DURATION

     Anything contained herein (including Sections 5 and 9 hereof) to the contrary notwithstanding, the Option shall be valid during only the period commencing on the date hereof and ending ten (10) years after the date hereof, unless sooner terminated as provided herein, and the Option shall expire and not be exercisable after the expiration of the said ten (10) year period.

     4.  TIME OF EXERCISE

     The Option shall be exercisable, in whole or in part, at any time or times, on the basis of lapse of time only, commencing after one year from the date of the grant of the Option. The Option granted herein must be exercised, if at all, during the ten (10) year period commencing with the date of the grant of the Option. Anything contained herein to the contrary notwithstanding, no Option shall be exercisable in any event after the expiration of ten (10) years from the date that such Option is granted. During the lifetime of the Grantee, the Option shall be exercisable only by him, shall not be assignable or transferable by him, and no other person shall acquire any right therein.

     5.  TERMINATION

     (a)  Employees . As to Grantee, who is an Employee, if the Grantee’s employment by the Company and each Subsidiary Corporation thereof shall terminate, his Option shall terminate immediately; provided, however, that if any termination of employment is due to Retirement, the Grantee shall have the right to exercise his Option, in whole or in part, as to all shares then subject thereto, at any time or times within three (3) months after such Retirement; and provided further, however, that if the Grantee shall furnish proof reasonably satisfactory to the Committee that

termination of employment is due to a Permanent Disability, the Grantee shall have the right to exercise his Option, in whole or in part as to all shares then subject thereto, at any time or times within one (1) year after termination based on such Permanent Disability. Provided, further, that if the Employee Grantee shall die while in the employment of the Company or one of its Subsidiary Corporations, the executor or administrator of his estate shall have the right to exercise Grantee’s Option, in whole or in part, as to all shares then subject thereto and at any time or times within one (1) year from the date of Grantee’s death; if the Grantee shall die within three (3) months after Retirement or within one (1) year after termination based on such Permanent Disability the executor or administrator of his estate shall have the right to exercise said Grantee’s Option, in whole or in part, as to all shares then subject thereto within the same period said Grantee could have exercised said Option; provided further, that the Option shall in no event be exercisable after the expiration of ten (10) years