THE PEOPLES BANCTRUST COMPANY, INC.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT

THIS CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the Agreement) is made and entered into effective as of December 20, 2006, by and among Andrew C. Bearden, Jr. (the Executive), The Peoples BancTrust Company, Inc., an Alabama corporation (the Company), and The Peoples Bank and Trust Company, an Alabama banking corporation (the Bank). Certain capitalized terms used in this Agreement are defined in Section 1 below.

R E C I T A L S

A. The Executive is a key executive officer of the Company and the Bank.

B. If the Company should become subject to any proposed or threatened Change of Control, the Board of Directors of the Company (the Board) recognizes that such consideration can be a distraction to the Executive and can cause the Executive to consider alternative employment opportunities.

C. The Board believes that it is in the best interests of the Company, the Bank and the Companys shareholders to provide the Executive with an incentive to continue his employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

D. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executives full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

AGREEMENT

In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company, the parties agree as follows:

1. Certain Definitions. In addition to any other terms defined herein, the following terms shall have the following meanings:

(a) Accrued Compensation shall mean an amount which shall include all amounts earned or accrued through the Termination Date but not paid as of the Termination Date including without limitation, (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, (iii) bonuses for previously completed fiscal years and (iv) vested stock options.

(b) Change of Control Period shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the Renewal Date), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date unless at least 60 days prior to the Renewal Date the Board shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c) Change of Control shall mean the occurrence of any of the following events:

(i) The acquisition of ownership, holding or power by any one Person to vote more than 50% of the Banks or the Companys voting stock;

(ii) The individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company or the Bank (each, an Incumbent Board) cease for any reason to constitute at least two-thirds of the Board of Directors of the Company or the Bank, as applicable; provided, however, that if the election, or nomination for election by the Companys or the Banks shareholders, of any new director was approved by a vote of at least two-thirds of the applicable Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of such Incumbent Board; provided, further, however, that no individual shall be considered a member of an Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a Proxy Contest) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii) Consummation of:

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