STOCK PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

THE PEOPLES BANCTRUST COMPANY, INC.

AND

ENDURANCE CAPITAL INVESTORS, L.P.

Dated as of April 6, 2005

TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 6th day of April, 2005, by and between The Peoples BancTrust Company, Inc., an Alabama business corporation and bank holding company (the “ Company ”), and Endurance Capital Investors, L.P., a Delaware limited partnership (“ Purchaser ”). Certain capitalized terms used herein are defined in Article I .

W I T N E S S E T H:

WHEREAS, the Company is authorized to issue up to 9,000,000 shares of common stock, $.10 par value per share (“ Common Stock ”);

WHEREAS, Purchaser owns 280,379 shares of Common Stock;

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Purchaser, and Purchaser shall subscribe for and purchase, 287,209 shares (the “ Shares ”) of the Company’s authorized but unissued Common Stock, which is the number of shares obtained by dividing the Total Purchase Price by the Current Market Price Per Share and rounding the result to the nearest whole number; and

WHEREAS, such purchase of the Shares will be made in reliance upon the provisions of Section 4(2) (“ Section 4(2) ”) of the Securities Act of 1933 (the “ Securities Act ”), and Regulation D (“ Regulation D ”) promulgated under the Securities Act, and/or upon such other exemption from the registration requirements of the Securities Act and applicable state securities Laws as may be available with respect to the purchase of Shares to be made hereunder.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the Company and Purchaser agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . The following terms shall have the following meanings for the purposes of this Agreement:

“ 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.

“ Agreement ” shall mean this Stock Purchase Agreement, as it may be amended, modified or supplemented from time to time in accordance with its terms.

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

“ 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.

“ Closing ” shall mean the consummation of the transactions contemplated herein in accordance with Article VIII .

“ Closing Date ” shall mean the date on which the Closing occurs or is to occur.

“ Code ” shall mean the United States Internal Revenue Code of 1986, as amended.

“ Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ Company ” shall have the meaning set forth in the preamble to this Agreement.

“ Contract ” shall mean any contract, lease, sales order, purchase order, agreement, indenture, mortgage, note, bond, warrant or instrument, undertakings commitment, understanding, or other arrangement (whether written or oral).

“ CPR ” shall mean Center for Public Resources.

“ Current Market Price Per Share ” shall mean $17.41, which is the weighted average of the closing prices per share of Common Stock, as reported on the Nasdaq Small Cap Market, based on the number of shares sold in a particular trading day multiplied by the closing price for such trading day, during the last twenty (20) trading days on or prior to the third Business Day immediately prior to the Closing Date that at least one share of Common Stock is traded on the Nasdaq Small Cap Market.

“ Dollars ” or numbers preceded by the symbol “$” shall mean amounts in United States Dollars.

“ DRIP ” shall mean the dividend reinvestment and stock purchase plan of the Company under the terms of which certain holders of record of shares of Common Stock are eligible to invest in Common Stock.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974.

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

“ FDIA ” shall mean the Federal Deposit Insurance Act.

“ FDIC ” shall mean the Federal Deposit Insurance Corporation or its successor in interest.

“ Financial Statements ” shall mean the Company’s consolidated audited financial statements and notes thereto and related opinions thereon for the years ended December 31, 2001, 2002, 2003 and 2004 that are attached to, filed with or part of the Company’s Form 10-K for each such year, consisting of the balance sheet at such date and the related statements of earnings and retained earnings and cash flows for the fiscal year then ended.

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“ FRB ” shall mean the Board of Governors of the Federal Reserve System or its successor in interest.

“ GAAP ” shall mean United States generally accepted accounting principles at the time in effect.

“ 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.

“ Investor Rights Agreement ” means the investor rights agreement in the form of Exhibit A hereto to be entered into between the Company and Purchaser at the Closing.

“ Law ” shall mean any law, statute, regulation, ordinance, rule, order (including cease and desist orders), decree (including consent decrees), memorandum of understanding, directive, regulatory action, judgment , settlement agreement or other governmental requirement enacted, promulgated or imposed by any Governmental Authority.

“ Lien ” shall mean any lien (except for any lien for Taxes not yet due and payable), mortgage, pledge, charge, claim, title imperfection, defect or objection, security interest, encumbrance, easement, third-party right or restriction (whether on voting, disposition or otherwise).

“ Loss ” or “ Losses ” shall mean any and all losses (including reductions in value), liabilities, costs, claims, damages and expenses (including attorney’s fees and expenses and costs of investigation and litigation).

“ Material Contracts ” shall have the meaning set forth in Section 3.12 .

“ Material Adverse Effect ” shall mean any change in or effect which, individually or in the aggregate with other changes or effects, is materially adverse to the business, assets, liabilities, condition (financial or otherwise), the results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform its obligations under this Agreement or the Investor Rights Agreement. “Material Adverse Effect” shall not be deemed to include (i) the impact of actions or omissions of the Company taken with the prior written consent of Purchaser in contemplation of the transactions contemplated by this Agreement, (ii) changes in laws and regulations or publicly available written interpretations thereof by Governmental Authorities that are generally applicable to the banking or savings institutions industry, (iii) changes in GAAP, or (iv) changes attributable to or resulting from changes in general economic conditions generally affecting financial institutions including changes in interest rates.

“ NASD ” means the National Association of Securities Dealers, Inc. or its successor in interest.

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“ Options ” means options, warrants, other securities or other rights issued by the Company and entitling the holder to acquire Common Stock from the Company.

“ Organization Documents ” means, with respect to any business organization, any certificate or articles of incorporation and any bylaws, each as amended to date, that regulate the basic organization of the business organization and its internal relations.

“ Permit ” shall mean any permit, license, approval or other authorization required or granted by any Governmental Authority.

“ Permitted Liens ” shall mean (a) Liens for Taxes that are not yet delinquent or that are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (b) workers’, mechanics’, materialmen’s, repairmen’s, suppliers’, carriers’ or similar Liens arising in the ordinary course of business with respect to obligations that are not yet delinquent or that are being contested in good faith by appropriate proceedings, (c) covenants, zoning restrictions, easements, licenses, or other restrictions on the use of real property or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use of such real property, leases or leasehold estates and (d) any minor Liens which do not materially impair the value of the property subject to such Lien or the use of such property in the conduct of the business of the Company.

“ 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.

“ Preferred Stock ” shall mean the Company’s preferred stock, $.10 par value per share.

“ Purchaser ” shall have the meaning set forth in the preamble to this Agreement.

“ Related Agreement ” shall mean any Contract, including the Investor Rights Agreement, that is or is to be entered into at the Closing or otherwise pursuant to this Agreement.

“ Regulation D ” shall have the meaning set forth in the recitals to this Agreement.

“ Rule 144 ” shall mean Rule 144 under the Securities Act.

“ SEC ” shall mean the United States Securities and Exchange Commission or its successor in interest.

“ SEC Documents ” shall mean the Company’s Form 10-K for the year ended December 31, 2004, and all exhibits and schedules thereto, and all Forms 10-Q and 8-K, and all exhibits and schedules thereto, filed or furnished thereafter, and the proxy statement for the Company’s annual meeting held on May 10, 2005.

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“ Section 4(2) ” shall have the meaning set forth in the recitals to this Agreement.

“ Securities Act ” shall have the meaning set forth in the recitals to this Agreement.

“ Shares ” shall have the meaning set forth in the recitals to this Agreement.

“ Subsidiary ,” when used with reference to a specified Person, means any corporation, partnership, trust or other entity of which the majority of outstanding voting securities are owned (directly or indirectly) by such Person. Unless the context otherwise requires, any reference to a Subsidiary shall be a Subsidiary of the Company.

“ 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.

“ Tax Return ” shall mean any report, return or other information (including any related or supporting schedule, statement or information returns) required to be supplied to a Governmental Authority in connection with any Taxes, including amendment to any of the foregoing.

“ Title and Authorization Representations and Warranties ” shall mean those representations and warranties found in Sections 3.1 , 3.2 , 3.3 , 3.4 , 4.1 , 4.2 and 4.3 hereto.

“ Total Purchase Price ” shall mean five million Dollars ($5,000,000).

1.2 Interpretation . The headings preceding the text of Articles and Sections included in this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Reference to any Law shall mean such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated hereunder. Underscored references to Articles, Sections or clauses shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement.

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ARTICLE II

SALE AND PURCHASE OF COMMON STOCK

2.1 Sale and Purchase . Subject to the terms and conditions of this Agreement, at the Closing, the Company agrees to issue, sell and deliver to Purchaser, and Purchaser subscribes for and agrees to purchase and acquire from the Company and take delivery from the Company of, the Shares.

2.2 Payment of Purchase Price . At Closing, Purchaser shall pay to the Company the Total Purchase Price as the total consideration for the Shares. All payments made hereunder shall be made in accordance with Section 11.4 and to such account or accounts as the Company shall designate in writing to Purchaser not less than two Business Days immediately preceding the Closing Date.

2.3 Restricted Securities . Purchaser understands that the Shares have not been registered with the SEC pursuant to the Securities Act, and therefore, have the status of “restricted securities,” which may not be sold or otherwise disposed of unless such sale or disposition has been registered with the SEC or is exempt from registration under the Securities Act. Purchaser shall not sell or otherwise dispose of the Shares without such registration or exemption, and until such time as the Shares have been registered with the SEC, the Company shall direct its Secretary and transfer agent to refuse to transfer any of the Shares on the records of the Company without receiving evidence reasonably satisfactory to the Company that such transfer is exempt from the registration requirement. All certificates representing the Shares, whether upon original issuance or upon transfer (as, if and when permitted hereby and by applicable Law) shall be endorsed with a legend giving notice of the transfer restriction to prospective purchasers, in form as follows:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THE SECURITIES ACT OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.

2.4 Registration Rights . At the Closing, the parties shall enter into the Investor Rights Agreement, entitling Purchaser to have the Shares registered under the Securities Act at the times and subject to the terms and conditions set forth therein.

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ARTICLE III

THE COMPANY’S REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to Purchaser as follows:

3.1 Due Incorporation; Subsidiaries .

(a) The Company is a corporation duly organized under the laws of the State of Alabama and is registered as a bank holding company under the regulations of the FRB. The Company is validly existing and in good standing under the laws of the State of Alabama, with all requisite power and authority to own, lease and operate its properties and assets and to conduct its business as they are now being owned, leased, operated and conducted.

(b) The Company is licensed or qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of the business or properties owned, leased or operated by it require such licensing or qualification, except for those jurisdictions in which the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

(c) Each of the Company’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite power and authority to own, lease and operate their respective properties and assets and to conduct their respective businesses as they are now being owned, leased, operated and conducted. Each of the Company’s Subsidiaries is licensed or qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of the business or properties owned, leased or operated require such licensing or qualification, except for those jurisdictions in which the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

(d) True, correct and complete copies of the articles of incorporation and bylaws (or other Organization Documents), and all minutes of all meetings (or written consents in lieu of meetings) of the board of directors (or similar governing body) and shareholders (or members, partners or other holders of equity interests) of the Company and each Subsidiary have been made available to Purchaser.

3.2 Due Authorization . The Company has and will have on the Closing Date all requisite corporate power and authority to enter into this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and the Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly approved and authorized by all necessary action on the part of the Company and no other actions or proceedings on the part of the Company are necessary to authorize this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. The Company has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) the Related Agreements. Assuming due authorization, execution and delivery of this Agreement and the Related Agreements by the other parties hereto and thereto, this Agreement constitutes a legal, valid and binding obligation of the Company, and each of the Related Agreements constitute (or upon execution and delivery by the Company will constitute) legal, valid and binding obligations of the Company, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies and by principles of equity.

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3.3 Consents and Approvals; Authority Relative to this Agreement .

(a) No consent, authorization, or approval of, notice to or filing or registration with any Governmental Authority having jurisdiction over any aspect of the business or assets of the Company or any Subsidiary, and no consent of any other Person, is required in connection with the execution and delivery by the Company of this Agreement and its Related Agreements or the consummation by the Company of the transactions contemplated hereby, except (i) the filing of notices of transactions or other required filings with the securities administrators of any states in which the Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administrators, (ii) the filing of a notification of the issuance of the Shares with the Nasdaq Small Cap Market and (iii) filing of a Form D or other filings with the SEC pursuant to Regulation D.

(b) The execution, delivery and performance by the Company of this Agreement and the Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, does not and will not (i) violate any material Law applicable to or binding on the Company, any of its Subsidiaries or any of their properties or assets, (ii) violate or conflict with, result in a breach or termination of, constitute a breach or result in a default or give any third party any additional right (including a termination, cancellation or acceleration right, or any right to acquire any securities or assets) under, permit cancellation of, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract, Permit, Lien or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets are bound, (iii) permit the acceleration of the maturity of any indebtedness of the Company or any of its Subsidiaries or indebtedness secured by their respective assets or (iv) violate or conflict with any provision of any of the Organization Documents of the Company or any of its Subsidiaries.

3.4 Capitalization .

(a) The authorized capital stock of the Company consists of (i) 9,000,000 shares of Common Stock, of which 5,587,783 shares are currently issued and outstanding and (ii) 1,000,000 shares of Preferred Stock, of which no shares are currently issued and outstanding. All of the outstanding shares of Common Stock (x) are duly authorized, validly issued, fully paid, nonassessable and without preemptive rights and free and clear of all Liens, (y) were not issued in violation of the terms of any agreement or other understanding binding upon the Company or any of its Subsidiaries and (z) were issued in compliance with all applicable Organization Documents and federal and state securities Laws. The Company has reserved 579,876 shares of Common Stock for issuance upon the exercise of options granted under its stock option plans and as of this date, options for 137,610 shares have been issued under the plans. Except for stock options under the Company’s stock option plans and 200,000 shares of Common Stock reserved under the Company’s DRIP, there are no Options authorized, issued or outstanding with respect to the capital stock of the Company or any other securities convertible

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into or exchangeable for such stock or other equity interest of the Company, and the Company is not obligated to issue any additional shares of its capital stock or Options with respect to its capital stock or other equity interests of the Company. There are no shares of capital stock of the Company held in the treasury of the Company and no shares of capital stock of the Company are currently reserved for issuance for any purpose or upon the occurrence of any event or condition other than pursuant to the Company’s stock option plans and the Company’s DRIP.

(b) All of the shares of outstanding capital stock and other equity interests of each Subsidiary are owned by the Company or another Subsidiary. All of such shares and other equity interests (i) are duly authorized, validly issued, fully paid and nonassessable and without preemptive rights and free and clear of all Liens, (ii) were not issued in violation of the terms of any agreement or other understanding binding upon the Company or any of its Subsidiaries and (iii) were issued in compliance with all applicable Organization Documents and federal and state securities Laws. There are no Options authorized, issued or outstanding with respect to the capital stock or other equity interest of the Company’s Subsidiaries or any other securities convertible into or exchangeable for such stock or other equity interest, and none of the Company’s Subsidiaries are obligated to issue any additional shares of their capital stock or other equity interest or Options with respect to their capital stock or other equity interests of the Company’s Subsidiaries. There are no shares of capital stock of the Company’s Subsidiaries held in the treasury of the Company’s Subsidiaries and no shares of capital stock or other equity interest of the Company’s Subsidiaries are currently reserved for issuance for any purpose or upon the occurrence of any event or condition.

(c) There are no outstanding obligations of the Company or any Subsidiary that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or voting of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or any other securities convertible into or exchangeable for such stock or other equity interest other than Options issued under the Company’s stock option plans and the Company’s DRIP. The Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

(d) Upon consummation of the Closing, the Shares will be duly authorized, validly issued, fully paid, nonassessable and free of any Liens or preemptive rights, other than any Liens created by or imposed upon Purchaser and restrictions on t