Employee Savings & Profit Sharing Plan

NONSTANDARDIZED ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN


SPONSORED BY


SOUTH ALABAMA TRUST CO.


The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #01.


I. EMPLOYER INFORMATION


IF MORE THAN ONE EMPLOYER IS ADOPTING THE PLAN, COMPLETE THIS SECTION BASED
ON THE LEAD EMPLOYER. ADDITIONAL EMPLOYERS WHO ARE MEMBERS OF THE SAME
CONTROLLED GROUP OR AFFILIATED SERVICE GROUP MAY ADOPT THIS PLAN BY
COMPLETING AND EXECUTING SECTION XX(A) OF THE ADOPTION AGREEMENT.


A. NAME AND ADDRESS:


BancTrust Financial Group, Inc.
P O Box 3067
Mobile, Al 36652


B. TELEPHONE NUMBER: 251-431-7800


C. EMPLOYER'S TAX ID NUMBER: 63-0913333


D. FORM OF BUSINESS:


[ ] 1. Sole Proprietor [ ] 5. Limited Liability Company


[ ] 2. Partnership [ ] 6. Limited Liability Partnership


[X] 3. Corporation [ ] 7. ______________________________


[ ] 4. S Corporation


E. IS THE EMPLOYER PART OF A CONTROLLED GROUP? [ ] YES [X] NO
PART OF AN AFFILIATED SERVICE GROUP? [ ] YES [X] NO


F. NAME OF PLAN: BancTrust Financial Group, Inc. Employee Savings &
Profit Sharing Plan


G. THREE DIGIT PLAN NUMBER: 002


H. EMPLOYER'S TAX YEAR END: 12/31


I. EMPLOYER'S BUSINESS CODE: 522110


II. EFFECTIVE DATE


A. NEW PLAN:


This is a new Plan having an Effective Date of ______________________.


B. AMENDED AND RESTATED PLANS:


This is an amendment or restatement of an existing Plan. The initial
Effective Date of the Plan was ______________________________________.
The Effective Date of this amendment or restatement is
__________________________.


1 Section 401(k) Plan AA #010
C. AMENDED OR RESTATED PLANS FOR GUST:


This is an amendment or restatement of an existing Plan to comply with
GUST [The Uruguay Round Agreements, Pub. L. 103-465 (GATT); The
Uniformed Services Employment and Reemployment Rights Act of 1994,
Pub. L. 103-353 (USERRA); The Small Business Job Protection Act of
1996, Pub. L. 104-188 (SBJPA) [including Section 414(u) of the
Internal Revenue Code]; The Taxpayer Relief Act of 1997, Pub. L.
105-34 (TRA'97); The Internal Revenue Service Restructuring and Reform
Act of 1998, Pub. L. 105-206 (IRSRRA), and The Community Renewal Tax
Relief Act of 2000, Pub. L. 106-554 (CRA). The initial Effective Date
of the Plan was 01/01/1998. Except as provided for in the Plan, the
Effective Date of this amendment or restatement is 01/01/2002. (The
restatement date should be no earlier than the first day of the
current Plan Year. The Plan contains appropriate retroactive Effective
Dates with respect to provisions of GUST.)


PURSUANT TO CODE SECTION 411(D)(6) AND THE REGULATIONS ISSUED
THEREUNDER, AN EMPLOYER CANNOT REDUCE, ELIMINATE OR MAKE SUBJECT TO
EMPLOYER DISCRETION ANY CODE SECTION 411(D)(6) PROTECTED BENEFIT.
WHERE THIS PLAN DOCUMENT IS BEING ADOPTED TO AMEND ANOTHER PLAN THAT
CONTAINS A PROTECTED BENEFIT NOT PROVIDED FOR IN THE BASIC PLAN
DOCUMENT #01, THE EMPLOYER MAY COMPLETE SCHEDULE A AS AN ADDENDUM TO
THIS ADOPTION AGREEMENT. SCHEDULE A DESCRIBES SUCH PROTECTED BENEFITS
AND SHALL BECOME PART OF THIS PLAN. IF A PRIOR PLAN DOCUMENT CONTAINS
A PLAN FEATURE NOT PROVIDED FOR IN THE BASIC PLAN DOCUMENT #01, THE
EMPLOYER MAY ATTACH SCHEDULE B DESCRIBING SUCH FEATURE. PROVISIONS
LISTED ON SCHEDULE B ARE NOT COVERED BY THE IRS OPINION LETTER ISSUED
WITH RESPECT TO THE BASIC PLAN DOCUMENT #01.


D. EFFECTIVE DATE FOR ELECTIVE DEFERRALS:


If different from above, the Elective Deferral provisions shall be
effective __________________________.


III. DEFINITIONS


A. "COMPENSATION"


Select the definition of Compensation, the Compensation Computation
Period, any Compensation Dollar Limitation and Exclusions from
Compensation for each Contribution Type from the options listed below.
Enter the letter of the option selected on the lines provided below.
Leave the line blank if no election needs to be made.


COMPENSATION EXCLUSIONS EMPLOYER COMPENSATION COMPUTATION COMPENSATION FROM CONTRIBUTION TYPE DEFINITION PERIOD DOLLAR LIMITATION COMPENSATION - ----------------- ------------ ------------ ----------------- ------------ All Contributions D A $ A


Elective Deferrals $


Voluntary After-tax $


Required After-tax $


Safe Harbor $


Non-Safe Harbor Match Formula 1 D A $


QNEC/QMAC $


Discretionary D A $


Non-Safe Harbor Match Formula 2 $


ANTIDISCRIMINATION COMPENSATION COMPENSATION COMPENSATION TESTS DEFINITION COMPUTATION PERIOD DOLLAR LIMITATION - ------------------ ------------ ------------------ ----------------- ADP/ACP D A $


2 Section 401(k) Plan AA #010
COMPENSATION COMPUTATION PERIODS MUST BE CONSISTENT FOR ALL CONTRIBUTION
TYPES, EXCEPT DISCRETIONARY. IF DIFFERENT COMPUTATION PERIODS ARE SELECTED,
THE SELECTION FOR ADP/ACP TESTING WILL BE DEEMED TO BE THE ELECTION FOR ALL
PURPOSES EXCEPT FOR DISCRETIONARY CONTRIBUTIONS.


1. Compensation Definition:


a. Code Section 3401(a) - W-2 Compensation subject to income tax
withholding at the source.


b. Code Section 3401(a) - W-2 Compensation subject to income tax
withholding at the source, with all pre-tax contributions added.


c. Code Section 6041/6051 - Income reportable on Form W-2.


d. Code Section 6041/6051 - Income reportable on Form W-2, with all
pre-tax contributions added.


e. Code Section 415 - All income received for services performed for
the Employer.


f. Code Section 415 - All income received for services performed for
the Employer, with all pre-tax contributions excluded.


THE CODE SECTION 415 DEFINITION WILL ALWAYS APPLY WITH RESPECT TO SOLE
PROPRIETORS AND PARTNERS.


2. Compensation Computation Period:


a. Compensation paid during a Plan Year while a Participant.


b. Compensation paid during the entire Plan Year.


c. Compensation paid during the Employer's fiscal year.


d. Compensation paid during the calendar year.


3. Compensation Dollar Limitation: The dollar limitation section does not
need to be completed unless Compensation of less than the Code Section
401(a)(17) limit of $160,000 (as indexed) is to be used.


4. Exclusions from Compensation (non-integrated plans only):


a. There will be no exclusions from Compensation under the Plan.


b. Any amount included in a Participant's gross income due to the
application of Code Sections 125, 132(f)(4), 402(h)(1)(B), 402(e)
or 403(b) will be excluded from the definition of Compensation
under the Plan.


c. Overtime


d. Bonuses


e. Commissions


f. Exclusion applies only to Participants who are Highly Compensated
Employees.


g. Severance pay


h. Holiday and vacation pay


i. Other: __________________________________________________________


3 Section 401(k) Plan AA #010
B. "DISABILITY"


[ ] 1. As defined in paragraph 1.26 of the Basic Plan Document #01.


[X] 2. As defined in the Employer's Disability Insurance Plan.


[ ] 3. An individual will be considered to be disabled if he or she is
unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which
can be expected to result in death or to be of long continued and
indefinite duration. An individual shall not be considered to be
disabled unless he or she furnishes proof of the existence
thereof in such form and manner as the Secretary may prescribe.


C. "HIGHLY COMPENSATED EMPLOYEES - TOP-PAID GROUP ELECTION" For Plans
which are being amended and restated for GUST, please complete
Schedule C outlining the preamendment operation of the Plan, as well
as this section of the Adoption Agreement. The testing elections made
below will apply to the future operation of the Plan.


[X] 1. Top-Paid Group Election:


In determining who is a Highly Compensated Employee, the Employer
makes the Top-Paid Group election. The effect of this election is
that an Employee (who is not a 5% owner at any time during the
determination year or the look-back year) who earned more than
$80,000, as indexed for the look-back year, is a Highly
Compensated Employee if the Employee was in the Top-Paid Group
for the look-back year. This election is applicable for the Plan
Year in which this Plan is effective.


[ ] 2. Calendar Year Data Election:


If the Plan Year is not the calendar year, the prior year
computation period for purposes of determining if an Employee
earned more than $80,000, as indexed, is the calendar year
beginning in the prior Plan Year. This election is applicable for
the Plan Year in which this Plan is effective.


D. "HOUR OF SERVICE"


Hours shall be determined by the method selected below. The method
selected shall be applied to all Employees covered under the Plan as
follows:


[ ] 1. Not applicable. For all purposes under the Plan, a Year of
Service (Period of Service) is defined as Elapsed Time.


[X] 2. On the basis of actual hours for which an Employee is paid or
entitled to payment.


[ ] 3. On the basis of days worked. An Employee shall be credited with
ten (10) Hours of Service if such Employee would be credited with
at least one (1) Hour of Service during the day.


[ ] 4. On the basis of weeks worked. An Employee shall be credited with
forty-five (45) Hours of Service if the Employee would be
credited with at least one (1) Hour of Service during the week.


[ ] 5. On the basis of semi-monthly payroll periods. An Employee shall
be credited with ninety-five (95) Hours of Service if such
Employee would be credited with at least one (1) Hour of Service
during the semi-monthly payroll period.


[ ] 6. On the basis of months worked. An Employee shall be credited with
one-hundred-ninety (190) Hours of Service if such Employee would
be credited with at least one (1) Hour of Service during the
month.


4 Section 401(k) Plan AA #010
E. "INTEGRATION LEVEL"


[X] 1. Not applicable. The Plan's allocation formula is not integrated
with Social Security.


[ ] 2. The maximum earnings considered wages for such Plan Year for
Social Security withholding purposes without regard to Medicare.


[ ] 3. ________% (not more than 100%) of the amount considered wages for
such Plan Year for Social Security withholding purposes without
regard to Medicare.


[ ] 4. $________, provided that such amount is not in excess of the
amount determined under paragraph (E)(2) above.


[ ] 5. One dollar over 80% of the amount considered wages for such Plan
Year for Social Security withholding purposes without regard to
Medicare.


[ ] 6. 20% of the maximum earnings considered wages for such Plan Year
for Social Security withholding purposes without regard to
Medicare.


F. "LIMITATION YEAR"


Unless elected otherwise below, the Limitation Year shall be the Plan
Year.


The 12-consecutive month period commencing on 01/01 and ending on
12/31.


If applicable, there will be a short Limitation Year commencing on
___________________________ and ending on ___________________________.
Thereafter, the Limitation Year shall end on the date specified above.


G. "NET PROFIT"


[X] 1. Not applicable. Employer contributions to the Plan are not
conditioned on profits.


[ ] 2. Net Profits are defined as follows:


[ ] a. As defined in paragraph 1.61 of Basic Plan Document #01.


[ ] b. Net Profits will be defined in a uniform and
nondiscriminatory manner which will not result in a
deprivation of an eligible Participant of any Employer
Contribution.


c. Net Profits are required for the following contributions:


[ ] i. Employer Non-Safe Harbor Match Formula 1.


[ ] ii. Employer Non-Safe Harbor Match Formula 2.


[ ] iii. Employer QNEC and QMAC.


[ ] iv. Employer discretionary.


ELECTIVE DEFERRALS CAN ALWAYS BE CONTRIBUTED REGARDLESS OF PROFITS.
TOP-HEAVY MINIMUMS ARE REQUIRED REGARDLESS OF PROFITS.


H. "PLAN YEAR"


The 12-consecutive month period commencing on 01/01 and ending on
12/31.


5 Section 401(k) Plan AA #010
If applicable, there will be a short Plan Year commencing on
___________________________ and ending on ___________________________.
Thereafter, the Plan Year shall end on the date specified above.


I. "QDRO PAYMENT DATE"


[X] 1. The date the QDRO is determined to be qualified.


[ ] 2. The statutory age 50 requirement applies for purposes of making
distribution to an alternate payee under the provisions of a
QDRO.


J. "QUALIFIED JOINT AND SURVIVOR ANNUITY"


[X] 1. Not applicable. The Plan is not subject to Qualified Joint and
Survivor Annuity rules. The safe harbor provisions of paragraph
8.7 of the Basic Plan Document #01 apply. The normal form of
payment is a lump sum. No annuities are offered under the Plan.


[ ] 2. The normal form of payment is a lump sum. The Plan does provide
for annuities as an optional form of payment at Section XVIII(C)
of the Adoption Agreement. Joint and Survivor rules are avoided
unless the Participant elects to receive his or her distribution
in the form of an annuity.


[ ] 3. The Joint and Survivor Annuity rules are applicable and the
survivor annuity will be __________% (50%, 66-2/3%, 75% or 100%)
of the annuity payable during the lives of the Participant and
his or her Spouse. If no selection is specified, 50% shall be
deemed elected.


K. "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY"


DO NOT COMPLETE THIS SECTION IF PARAGRAPH (J)(1) WAS ELECTED.


[ ] 1. The Qualified Preretirement Survivor Annuity shall be 100% of the
Participant's Vested Account Balance in the Plan as of the date
of the Participant's death.


[ ] 2. The Qualified Preretirement Survivor Annuity shall be 50% of the
Participant's Vested Account Balance in the Plan as of the date
of the Participant's death.


L. "VALUATION OF PLAN ASSETS"


The assets of the Plan shall be valued on the last day of the Plan
Year and on the following Valuation Date(s):


[ ] 1. There are no other mandatory Valuation Dates.


[X] 2. The Valuation Dates are applicable for the contribution type
specified below:


CONTRIBUTION TYPE VALUATION DATE
----------------- --------------
All Contributions A
Elective Deferrals
Voluntary After-tax
Required After-tax
Safe Harbor
Non-Safe Harbor Match Formula 1
QNEC/QMAC
Discretionary
Non-Safe Harbor Match Formula 2


a. Daily valued.


6 Section 401(k) Plan AA #010
b. The last day of each month.


c. The last day of each quarter in the Plan Year.


d. The last day of each semi-annual period in the Plan Year.


e. At the discretion of the Plan Administrator.


f. Other: ____________________________________________________.


IV. ELIGIBILITY REQUIREMENTS


Complete the following using the eligibility requirements as specified for
each contribution type. To become a Participant in the Plan, the Employee
must satisfy the following eligibility requirements.


ELIGIBILITY
MINIMUM SERVICE CLASS COMPUTATION
CONTRIBUTION TYPE AGE REQUIREMENT EXCLUSIONS PERIOD ENTRY DATE
----------------- ------- ----------- ---------- ----------- ----------
All Contributions 21 4 1, 2 3 4


Elective Deferrals


Voluntary After-tax


Required After-tax


Safe Harbor Contribution*


Non-Safe Harbor Match -
Formula 1


QNECs


QMACs


Employer Discretionary


Non-Safe Harbor Match -
Formula 2


*IF ANY AGE OR SERVICE REQUIREMENT SELECTED IS MORE RESTRICTIVE THAN THAT
WHICH IS IMPOSED ON ANY EMPLOYEE CONTRIBUTION, THAT GROUP OF EMPLOYEES WILL
BE SUBJECT TO THE ADP AND/OR ACP TESTING AS PRESCRIBED UNDER IRS NOTICES
98-52, 2000-3 AND ANY APPLICABLE IRS REGULATIONS.


A. AGE:


1. No age requirement.


2. Insert the applicable age in the chart above. The age may not be
more than 21.


B. SERVICE:


1. No Service requirement.


2. _______ months of Service (insert number of months applicable to
the specified contribution type).


3. _______ months of Service (insert number of months applicable to
the specified contribution type).


7 Section 401(k) Plan AA #010
4. 1 Year of Service or Period of Service.


5. 2 Years of Service or Periods of Service.


6. 1 Expected Year of Service. May enter after six (6) months of
actual Service.


7. 1 Expected Year of Service. May enter after __________ months of
actual Service [must be less than one (1) Year].


8. 1 Expected Year of Service. May enter after __________ months of
actual Service [must be less than one (1) Year].


9. Completion of ___________ Hours of Service within the ___________
month(s) time period following an Employee's commencement of
employment.


NO MORE THAN 83 1/3 HOURS OF SERVICE MAY BE REQUIRED DURING EACH SUCH
MONTH; PROVIDED, HOWEVER, THAT THE EMPLOYEE SHALL BECOME A PARTICIPANT
NO LATER THAN UPON THE COMPLETION OF 1,000 HOURS OF SERVICE WITHIN AN
ELIGIBILITY COMPUTATION PERIOD AND THE ATTAINMENT OF THE MINIMUM AGE
REQUIREMENT.


THE MAXIMUM SERVICE REQUIREMENT FOR ELECTIVE DEFERRALS IS 1 YEAR. FOR
ALL OTHER CONTRIBUTIONS, THE MAXIMUM IS 2 YEARS. IF A SERVICE
REQUIREMENT GREATER THAN 1 YEAR IS SELECTED, PARTICIPANTS MUST BE 100%
VESTED IN THAT CONTRIBUTION.


A Year of Service for eligibility purposes is defined as follows
(choose one):


DO NOT ENTER THIS DEFINITION IN THE TABLE ABOVE.


[ ] 10. Not applicable. There is no Service requirement.


[ ] 11. Not applicable. The Plan is using Expected Year of Service or has
a Service requirement of less than one (1) year.


[X] 12. Hours of Service method. A Year of Service will be credited upon
completion of 1000 Hours of Service. A Year of Service for
eligibility purposes may not be less than 1 Hour of Service nor
greater than 1,000 hours by operation of law. If left blank, the
Plan will use 1,000 hours.


[ ] 13. Elapsed Time method.


C. EMPLOYEE CLASS EXCLUSIONS:


1. Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and Employee
Representatives, if benefits were the subject of good faith
bargaining and if two percent or less of the Employees are
covered pursuant to the agreement are professionals as defined in
Section 1.410(b)-9 of the Regulations. For this purpose, the term
"employee representative" does not include any organization more
than half of whose members are owners, officers, or executives of
the Employer.


2. Employees who are non-resident aliens [within the meaning of Code
Section 7701(b)(1)(B)] who receive no Earned Income [within the
meaning of Code Section 911(d)(2)] from the Employer which
constitutes income from sources within the United States [within
the meaning of Code Section 861(a)(3)].


3. Employees compensated on an hourly basis.


4. Employees compensated on a salaried basis.


5. Employees compensated on a commission basis.


6. Leased Employees.


8 Section 401(k) Plan AA #010
7. Highly Compensated Employees.


8. The Plan shall exclude from participation any nondiscriminatory
classification of Employees determined as follows:
_________________________________________________________________
_________________________________________________________________


D. ELIGIBILITY COMPUTATION PERIOD: The initial Eligibility Computation
Period shall commence on the date on which an Employee first performs
an Hour of Service and the first anniversary thereof. Each subsequent
Computation Period shall commence on:


1. Not applicable. The Plan has a Service requirement of less than
one (1) year or uses the Elapsed Time method to determine
eligibility.


2. The anniversary of the Employee's employment commencement date
and each subsequent 12-consecutive month period thereafter.


3. The first day of the Plan Year which commences prior to the first
anniversary date of the Employee's employment commencement date
and each subsequent Plan Year thereafter.


E. ENTRY DATE OPTIONS:


1. The first day of the month coinciding with or next following the
date on which an Employee meets the eligibility requirements.


2. The first day of the payroll period coinciding with or next
following the date on which an Employee meets the eligibility
requirements.


3. The earlier of the first day of the Plan Year, or the first day
of the fourth, seventh or tenth month of the Plan Year coinciding
with or next following the date on which an Employee meets the
eligibility requirements.


4. The earlier of the first day of the Plan Year or the first day of
the seventh month of the Plan Year coinciding with or next
following the date on which an Employee meets the eligibility
requirements.


5. The first day of the Plan Year following the date on which the
Employee meets the eligibility requirements. If this election is
made, the Service waiting period cannot be greater than one-half
year and the minimum ...