Exhibit 10.2
                          CITIZENS FEDERAL SAVINGS BANK

                              --------------------

                                Change-in-Control
                            Protective Agreement with
                                Cynthia D. Nalls

                              --------------------

     THIS AGREEMENT entered into this 14th day of December, 2000, by and between
Citizens   Federal   Savings  Bank  (the  "Bank")  and  Cynthia  D.  Nalls  (the
"Employee"),  effective  on  the  date  of  execution  of  this  agreement  (the
"Effective Date").

     WHEREAS,  the  Employee  has  heretofore  been  employed  by the Bank as an
executive  officer,  and the Bank deems it in its best  interests  to enter into
this  Agreement  as  additional  incentive  to the  Employee  to  continue as an
executive employee of the Bank; and

     WHEREAS,   the  parties   desire  by  this   writing  to  set  forth  their
understanding  as to their  respective  rights  and  obligations  in the event a
change of control occurs with respect to the Bank.

     NOW, THEREFORE, the undersigned parties AGREE as follows:

1.   Defined Terms
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     When used anywhere in the  Agreement,  the  following  terms shall have the
meaning set forth herein.

     (a) "Change in Control" shall mean any one of the following events: (i) the
acquisition  of ownership,  holding or power to vote more than 25% of the Bank's
or the Company's  voting stock,  (ii) the  acquisition of the ability to control
the election of a majority of the Bank's or the Company's  Directors,  (iii) the
acquisition  of a controlling  influence  over the management or policies of the
Bank or the Company by any person or by persons acting as a "group"  (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934), or (iv) during
any period of two consecutive  years,  individuals (the "Continuing  Directors")
who at the  beginning  of such period  constitute  the Board of Directors of the
Bank or the Company (the "Existing Board") cease for any reason to constitute at
least  two-thirds  thereof,  provided  that any  individual  whose  election  or
nomination for election as a member of the Existing Board was approved by a vote
of at least  two-thirds  of the  Continuing  Directors  then in office  shall be
considered a Continuing Director; and provided further, that a Change in Control
                                      -------- -------
shall not be deemed to occur as the result of the acquisition of common stock of
the Bank or the Company by Bunny  Stokes,  Jr. For  purposes  of this  paragraph
only, the term "person"  refers to an individual or a corporation,  partnership,
trust,  association,   joint  venture,  pool,  syndicate,  sole  proprietorship,
unincorporated  organization or any other form of entity not specifically listed
herein. The decision of the Bank's or the Company's non-employee directors as to
whether or not a Change in Control has occurred shall be conclusive and binding.


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     (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and as interpreted  through  applicable rulings and regulations in
effect from time to time.

     (c)  "Code Section 280G Maximum" shall mean product of 2.99 and his "base
          amount" as defined in Code Section 280G(b)(3).

     (d) "Company" shall mean CFS  Bancshares,  Inc., the holding company of the
Bank.

     (e) "Good  Reason" shall mean any of the  following  events,  which has not
been  consented  to in advance by the Employee in writing:  (i) the  requirement
that  the  Employee  move his  personal  residence,  or  perform  his  principal
executive  functions,  more than thirty (30) miles from his primary office as of
the date of the Change in Control;  (ii) a material  reduction in the Employee's
base  compensation  as in effect on the date of the  Change in Control or as the
same may be  increased  from time to time;  (iii) the failure by the Bank or the
Company to continue to provide  the  Employee  with  compensation  and  benefits
provided for on the date of the Change in Control,  as the same may be increased
from time to time, or with benefits  substantially  similar to those provided to
him  under  any of the  employee  benefit  plans in which  the  Employee  now or
hereafter becomes a participant,  or the taking of any action by the Bank or the
Company  which  would  directly  or  indirectly  reduce any of such  benefits or
deprive the Employee of any material  fringe benefit  enjoyed by him at the time
of the Change in  Control;  (iv) the  assignment  to the  Employee of duties and
responsibilities  materially  different from those normally  associated with his
position;  (v) a  failure  to elect or  reelect  the  Employee  to the  Board of
Directors of the Bank or the  Company,  if the Employee is serving on such Board
on the date of the Change in Control; (vi) a material diminution or reduction in
the   Employee's    responsibilities   or   authority    (including    reporting
responsibilities)  in  connection  with  his  employment  with  the  Bank or the
Company;   or  (vii)  a  material   reduction  in  the   secretarial   or  other
administrative support of the Employee.

     (f) "Just Cause" shall mean, in the good faith  determination of the Bank's
Board of Directors,  the Employee's personal dishonesty,  incompetence,  willful
misconduct,  breach of fiduciary duty  involving  personal  profit,  intentional
failure  to  perform  stated  duties,  willful  violation  of any  law,  rule or
regulation  (other  than  traffic  violations  or  similar  offenses)  or  final
cease-and-desist  order,  or material breach of any provision of this Agreement.
The Employee shall have no right to receive  compensation  or other benefits for
any period after  termination  for Just Cause. No act, or failure to act, on the
Employee's part shall be considered  "willful" unless he has acted, or failed to
act,  with an absence of good faith and  without a  reasonable  belief  that his
action or failure to act was in the best interest of the Bank and the Company.

     (g)  "Protected  Period"  shall mean the period that begins on the date six
months  before a Change in  Control  and ends on the  later of the first  annual
anniversary of the Change in Control or the expiration date of this Agreement.

     (h) "Trust" shall mean a grantor trust designed in accordance  with Revenue
Procedure 92-64 and having a trustee independent of the Bank and the Company.


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2.   Trigger Events
     --------------
     The Employee shall be entitled to collect the severance  benefits set forth
in Section 3 of this  Agreement in the event that (i) the  Employee  voluntarily
terminates  employment  either for any reason within the 30-day period beginning
on the date of a Change in Control,  (ii) the  Employee  voluntarily  terminates
employment  within 90 days of an event that both  occurs  during  the  Protected
Period and  constitutes  Good Reason,  or (iii) the Bank, the Company,  or their
successor(s)  in interest  terminate the  Employee's  employment  for any reason
other than Just Cause during the Protected Period.

3.   Amount of Severance Benefit
     ---------------------------
     If the Employee becomes entitled to collect severance  benefits pursuant to
Section 2 hereof,  the Bank shall pay the Employee a severance  benefit equal to
the difference  between the Code  Section 280G  Maximum and the sum of any other
"parachute payments" as defined under Code  Section 280G(b)(2) that the Employee
receives on account of the Change in Control. Said sum shall be paid in one lump
sum within  ten (10) days of the later of the date of the Change in Control  and
the Employee's last day of employment with the Bank or the Company.

     In the event that the  Employee  and the Bank agree that the  Employee  has
collected an amount  exceeding the Code  Section 280G  Maximum,  the parties may
jointly  agree in writing  that such excess shall be treated as a loan ab initio
which the Employee  shall repay to the Bank,  on terms and  conditions  mutually
agreeable to the parties,  together with interest at the applicable federal rate
provided for in Section 7872(f)(2)(B) of the Code.

4.   Funding of Grantor Trust upon Change in Control
     -----------------------------------------------

     No later than ten business  days after a Change in Control,  the Bank shall
(i) deposit in a Trust an amount equal to the Code Section 280G Maximum,  unless
the Employee has previously  provided a written release of any claims under this
Agreement, and (ii) provide the trustee of the Trust with a written direction to
hold said amount and any investment  return thereon in a segregated  account for
the benefit of the Employee,  and to follow the procedures set forth in the next
paragraph as to the payment of such amounts from the Trust.  Upon the earlier of
the Trust's final  payment of all amounts due under the  following  paragraph or
the date 15 months  after the Change in Control,  the trustee of the Trust shall
pay  to the  Bank  the  entire  balance  remaining  in  the  segregated  account
maintained for the benefit of the Employee.  The Employee shall  thereafter have
no further interest in the Trust.

     During the  15-consecutive  month  period  after a Change in  Control,  the
Employee may provide the trustee of the Trust with a written  notice  requesting
that the trustee pay to the Employee an amount designated in the notice as being
payable  pursuant to this Agreement.  Within three business days after receiving
said  notice,  the  trustee of the Trust  shall send a copy of the notice to the
Bank via overnight and registered  mail return receipt  requested.  On the tenth
(10th)  business day after  mailing said notice to the Bank,  the trustee of the
Trust  shall pay the  Employee  the amount  designated  therein  in  immediately
available  funds,  unless  prior  thereto the Bank  provides  the trustee with a
written notice directing the trustee to withhold such payment. In


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<PAGE>

the latter event, the trustee shall submit the dispute to non-appealable binding
arbitration for a determination  of the amount payable to the Employee  pursuant
to this Agreement,  and the costs of such arbitration shall be paid by the Bank.
The  trustee  shall  choose  the  arbitrator  to settle  the  dispute,  and such
arbitrator shall be bound by the rules of the American  Arbitration  Association
in making his  determination.  The parties and the trustee shall be bound by the
results of the arbitration  and, within three days of the  determination  by the
arbitrator, the trustee shall pay from the Trust the amounts required to be paid
to the Employee  and/or the Bank, and in no event shall the trustee be liable to
either party for making the payments as determined by the arbitrator.

5. Term of the Agreement.  This Agreement  shall remain in effect for the period
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commencing  on the  Effective  Date and ending on the earlier of (i) the date 36
months  after  the  Effective  Date,  and (ii) the  date on which  the  Employee
terminates  employment  with  the  Bank;  provided  that the  Employee's  rights
hereunder  shall continue  following the termination of this employment with the
Bank under any of the circumstances described in Section 2 hereof. Additionally,
on each  annual  anniversary  date  from the  Effective  Date,  the term of this
Agreement  shall be extended for an additional  one-year  period beyond the then
effective expiration date provided the Board of Directors of the Bank determines
in a duly adopted  resolution  that the  performance of the Employee has met the
requirements  and  standards  of the  Board,  and that this  Agreement  shall be
extended.

6. Termination or Suspension Under Federal Law
   -------------------------------------------

     (a) Any  payments  made to the  Employee  pursuant  to this  Agreement,  or
otherwise,  are subject to and  conditioned  upon their  compliance with both 12
U.S.C.  Section  1828(k)  and  any  regulations  promulgated   thereunder,   and
Regulatory  Bulletin 27A, but only to the extent required thereunder on the date
any payment is required pursuant to this Agreement.

     (b)  If  the  Employee  is  removed  and/or  permanently   prohibited  form
participating  in the conduct of the Board's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) or (g)(1)),  all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

     (c) If the Board is in default (as defined in Section 3(x)(1) of FDIA), all
obligations  under this  Agreement  shall  terminate  as of the date of default;
however, this Paragraph shall not affect the vested rights of the parties.

     (d) All  obligations  under this Agreement shall  terminate,  except to the
extent that  continuation  of this  Agreement  is  necessary  for the  continued
operation of the Board: (i) by the Director of the Office of Thrift  Supervision
("Director  of  OTS"),  or his or her  designee,  at the time  that the  Federal
Deposit  Insurance  Corporation  ("FDIC")  enters into an  agreement  to provide
assistance to or on behalf of the Board under the authority contained in Section
13(c) of FDIA;  or (ii) by the Director of the OTS, or his or her  designee,  at
the time  that  the  Director  of the OTS,  or his or her  designee  approves  a
supervisory  merger to resolve problems related to operation of the Bank or when
the Bank is  determined by the Director of the OTS to be in an unsafe or unsound
condition. Such action shall not affect any vested rights of the parties.



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<PAGE>

     (e) If a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee
from participating in the conduct of the Bank's affairs,  the Bank's obligations
under this Agreement  shall be suspended as of the date of such service,  unless
stayed by appropriate  proceedings.  If the charges in the notice are dismissed,
the Bank shall (i) pay the  Employee  all or part of the  compensation  withheld
while its contract  obligations were suspended,  and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.

7. Expense Reimbursement.
   ---------------------

     In the event that any dispute  arises  between the Employee and the Bank as
to the terms or interpretation of this Agreement,  whether  instituted by formal
legal proceedings or otherwise,  including any action that the Employee takes to
enforce the terms of this Agreement or to defend against any action taken by the
Bank or the  Company,  the  Employee  shall  be  reimbursed  for all  costs  and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings  or  actions,  provided  that  the  Employee  shall  obtain  a final
judgement in favor of the Employee in a court of  competent  jurisdiction  or in
binding  arbitration  under the rules of the American  Arbitration  Association.
Such reimbursement  shall be paid within ten (10) days of Employee's  furnishing
to the Bank and the Company written  evidence,  which may be in the form,  among
other things, of a cancelled check or receipt, of any costs or expenses incurred
by the Employee.

8. Successors and Assigns.
   ----------------------

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or  other  successor  of the Bank or  Company  which  shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Company.

     (b) Since the Bank is contracting for the unique and personal skills of the
Employee,  the Employee  shall be precluded  from  assigning or  delegating  his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

9.  Amendments.  No amendments or additions to this  Agreement  shall be binding
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unless  made in  writing  and  signed  by all of the  parties,  except as herein
otherwise specifically provided.

10.  Applicable Law. Except to the extent  preempted by Federal law, the laws of
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the State of Alabama shall govern this Agreement in all respects,  whether as to
its validity, construction, capacity, performance or otherwise.

11. Severability. The provisions of this Agreement shall be deemed severable and
    ------------
the  invalidity  or  unenforceability  of any  provision  shall not  effect  the
validity or enforceability of the other provisions hereof.


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<PAGE>


12.  Entire  Agreement.  This  Agreement,  together  with any  understanding  or
     -----------------
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.



ATTEST:                                            CITIZENS FEDERAL SAVINGS BANK



/s/  Tawanda T. Heard                              By:/s/  Bunny Stokes, Jr.
----------------------------------------------        ------------------------
Secretary                                             Its President



WITNESS:



/s/  W. Kent McGriff                                   /s/  Cynthia D. Nalls
-----------------------------------------------       ------------------------
                                                      Employee


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