Exhibit 10.5

BANCTRUST FINANCIAL GROUP, INC.

AMENDMENT TO CHANGE IN CONTROL COMPENSATION AGREEMENT

            This Amendment to Change in Control Compensation Agreement (this "Amendment") is made and entered into as of the 11 ^th day of September, 2009, by and among BancTrust Financial Group, Inc., an Alabama corporation having its principal place of business in Mobile, Alabama ("BancTrust"), BankTrust, an Alabama banking corporation and wholly-owned subsidiary of BancTrust ("BankTrust" and together with BancTrust the "Company"), and Edward T. Livingston (the "Executive").

RECITALS :

1. The Company and the Executive are Parties to that certain Change in Control Compensation Agreement dated as of the 1st day of January, 2009 (the "Agreement").
2. The Company is a participant in the TARP Capital Purchase Program (the "Capital Purchase Program") of the United States Treasury (the "Treasury") and, as such, is subject to limitations regarding executive compensation practices; and the Company may be prohibited by law from making payments or providing benefits to Executive under the Agreement.
3. The Company has requested that the Executive execute and deliver this Amendment to acknowledge the restrictions applicable to participants in the Capital Purchase Program and to excuse the Company from performing its obligations hereunder in the event that it is prohibited by law from doing so.
4. The Executive is willing to execute and deliver this Amendment in order to induce the Company not to exercise its right under the Agreement to terminate the Agreement.

            NO