TERMINATION AGREEMENT

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                                                                 Exhibit (4) - 2

                              TERMINATION AGREEMENT

The Banc Corporation
17 North 20th Street
Birmingham, Alabama 35203

Gentlemen:

      The undersigned hereby (i) agrees to the termination of the Deferred
Compensation Agreement, dated August 8, 1999, between The Banc Corporation
and/or The Bank and the undersigned and (ii) agrees to accept in satisfaction of
all obligations thereunder:

[CHECK ONE]

[X]                 the issuance of shares of common stock of The Banc Corporation
                  in an amount representing the value of the undersigned's
                  Deferral Account Balance (as defined in such Deferred
                  Compensation Agreement) as of June 30, 2005, based on the
                  closing price per share of The Banc Corporation co