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 common stock
                  on August 1, 2005 as reported on the NASDAQ National Market
                  System.

[ ]               cash in the amount of the undersigned's Deferral Account
                  Balance as of June 30, 2005.

      By signing this Termination Agreement, the undersigned acknowledges and
agrees that he has read the letter from The Banc Corporation dated July 19,
2005, explaining the terms of termination of the Deferred Compensation
Agreement, that he has had a full opportunity to discuss such termination with
his own advisors and management of The Banc Corporation, and that the issuance
of common stock to the undersigned as described above will be in full and
complete satisfaction of any and all obligations to the undersigned under the
Deferred Compensation Agreement.

                                     Very truly yours,

                                     /s/ Roger Barker
                                     -------------------------------------------
                                     Date: July 25, 2005

      AGREED TO AND ACCEPTED this 31st day of July, 2005

                                     THE BANC CORPORATION, on behalf of itself
                                     and, if applicable, The Bank

                                     By: /s/ C. Stanley Bailey
                                         --------------------------------------
                                         Its: CEO