EXHIBIT 10.9
                                                                    ------------
                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of August
30,  2000,  by  and  between  M.  Burke  Welsh,  Jr., a resident of the State of
Georgia  (the  "Executive")  and  PAB  Bankshares,  Inc., a bank holding company
organized  under  the  laws  of  the  State  of  Georgia  ("Bankshares")

                              W I T N E S S E T H :

     WHEREAS,  the  board  of directors of Bankshares (the "Board of Directors")
desires  Bankshares  to  employ  the  Executive, and the Executive desires to be
employed by Bankshares, on the terms and conditions set forth in this Agreement.
relationship;

     NOW,  THEREFORE,  in  consideration  of  the employment of the Executive by
Bankshares,  of  the  premises  and  the mutual promises and covenants contained
herein,  and  of  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of  which are hereby acknowledged, the parties hereto, intending to
be  legally  bound,  agree  as  follows:

     1.   Employment.   Bankshares  hereby  employs  the  Executive,  and  the
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Executive  hereby accepts such employment, on the terms and conditions set forth
in  this  Agreement.  The  Executive  represents  and  warrants that he is not a
signatory  to,  or  otherwise  bound  by,  any  agreement  that would prevent or
materially  impair  his  ability  to  accept  and  perform the employment duties
contemplated  by  this  Agreement.

     2.   Term.   Subject  to  the  provisions  of  Sections  10 and 12 of this
          ----
Agreement,  the  period  of Executive's employment under this Agreement shall be
deemed to have commenced as of August 30, 2000 (the "Effective Date"), and shall
continue  for  a  period  of  24  calendar  months thereafter and any extensions
thereof  pursuant  to  the provisions of this Agreement (the "Term"), unless the
Executive  dies  before  the end of such 24 month period (as extended), in which
case the Term shall continue until the end of the month of such death.  The Term
of  this  Agreement  shall  automatically  be  extended  for  an  additional
12-full-calendar-month period, without further action by the parties, commencing
on  the  first  anniversary  of the Effective Date of this


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Agreement  and on each anniversary thereafter. No such automatic extension shall
occur  if  either  party  shall, at least 90 days prior to any said anniversary,
have  served  written notice upon the other of its intention that this Agreement
shall  not  be  so  extended.

     3.   Title, Office, Capacity, Duties and Responsibilities.   The  Executive
          ----------------------------------------------------
shall  hold  the  title  and  office  of,  and  shall  serve  in the capacity or
capacities  of,  Vice  President  of  Bankshares,  having  the  duties  and
responsibilities  set  forth in Section A of Appendix I attached hereto and such
other duties and responsibilities, consistent with such title and office, as may
be  determined from time to time by the Board of Directors. During the Term, the
Executive  shall  devote  his full time and best efforts, during normal business
hours,  to the business and affairs of Bankshares, except for vacations, illness
or  as  otherwise agreed to by the Board of Directors and the Executive. Subject
to his election or appointment as such, the Executive agrees to serve during the
Term  without  additional  compensation  as  an  officer  of  any of Bankshares'
affiliates.

     4.   Place  of  Performance.   The  Executive  shall  be  based  and shall
          ----------------------
perform  his  duties  at  the  offices  of  Bankshares set forth in Section B of
Appendix  I  attached  hereto.

     5.   Compensation.
          ------------

          (a)  Base  Salary.  Subject  to  Section  10,  during  the  Term,  the
               ------------
               Executive  shall  receive  from Bankshares the annual base salary
               set  forth  in  Section  C  of  Appendix I attached hereto (as in
               effect  from  time  to  time, the "BASE SALARY"). The Base Salary
               shall  be  payable in regular installments in accordance with the
               customary executive payroll practices of Bankshares. The Board of
               Directors  shall  review the Executive's Base Salary annually and
               in  its  sole  discretion  may adjust the Executive's Base Salary
               from  year  to year during the Term of this Agreement. The annual
               adjustment  of  Base  Salary,  will be determined by the Board of
               Directors, after taking into account, among other things, changes
               in  the  cost  of  living,  Executive's  performance  and  the
               performance  of  Bankshares. Any action or review by


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               the  Board  of  Directors  may  be  delegated  to  an appropriate
               committee  thereof.

          (b)  Incentive Compensation. In addition to Base Salary and subject to
               ----------------------
               Section 10, with respect to each fiscal year of Bankshares during
               the  Term,  the Executive shall be eligible to earn and to accrue
               incentive,  or  bonus,  compensation  (the  "Bonus  Amount"),  as
               determined  by  the  Board  of  Directors  from  time  to  time.

     6.   Expenses.  During  the  Term,  the  Executive  shall  be  entitled  to
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receive  from  Bankshares  prompt  reimbursement  for  all reasonable travel and
business  expenses  incurred  by  him  (in  accordance  with  the  policies  and
procedures  established  by  the  Board  of  Directors  from  time  to  time for
Bankshares'  employees)  in  performing services hereunder, upon presentation of
expense  statements  or  vouchers  and  such other information as Bankshares may
reasonably  require.

     7.   Employee  Benefits.
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          (a)  General.  The  Executive  shall be entitled to participate in all
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               Employee  benefit plans, programs and arrangements of Bankshares,
               now  or  hereafter  made available to employees of Bankshares, as
               such  plans, programs and arrangements may be in effect from time
               to  time.  Without  limiting  the foregoing, during the Term, the
               Executive  shall  enjoy  the  benefits  described in Section D of
               Appendix I attached hereto. Without limitation of the Executive's
               rights  under  Section  5(b)  and  Section  8,  the  compensation
               committee  of  the  Board  of Directors or the Board of Directors
               shall  determine,  from  time  to  time,  the extent to which the
               Executive  shall  have  the  right to participate in other bonus,
               incentive  compensation,  stock  option  or  purchase  plans.
               Bankshares  shall  indemnify the Executive and hold the Executive
               harmless  from  and  against  any  claim, loss or cause of action
               arising from or out of the Executive's


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               performance  as  an officer, or Employee of Bankshares, or any of
               Bankshares affiliates ,to the maximum extent permitted by law and
               the articles of incorporation and bylaws of Bankshares, or any of
               Bankshares  affiliates.  Bankshares  shall maintain in full force
               and  effect  directors' and officers' liability insurance, unless
               the  Board of Directors of Bankshares determines that the cost of
               such  insurance  is  not commercially reasonable when compared to
               the  coverage  available.

          (b)  Vacations. The Executive shall be entitled to annual vacations in
               ---------
               accordance with Bankshares' vacation policies in effect from time
               to  time for senior executives of Bankshares. The Executive shall
               also  be entitled to all paid holidays and personal days given by
               Bankshares  to  its  employees.

     8.   Stock  Options.  The  Executive  is  granted  or  has  previously been
          --------------
granted  an option, or options, to purchase the number of shares of common stock
in  Bankshares,  set  forth  in Section E of Appendix I and including any future
options granted by the Board of Directors (the "OPTIONS").  The Options shall be
exercisable  in  the  manner (in whole or in part, from time to time) and at the
price  as established by the Board of Directors; provided however, if either (i)
a  Change  in Control has occurred as set forth in Section 12 of this Agreement;
or,  (ii)  this Agreement is terminated either (x) by Bankshares at any time for
any reason other than for Cause, as defined in Section 10 herein; or, (y) by the
Executive  pursuant  to  Section 10(b) herein, all Options not previously vested
shall  become  fully  vested  and  fully  exercisable on the date of such event.

     9.   Restrictive  Covenants  and  Confidentiality.
          --------------------------------------------

          (a)  Non-competition  and  Non-solicitation.
               --------------------------------------

          (i)  For  a  period  commencing  with  the  date of termination of the
               Executives'  employment  under  this  Agreement  (the "EMPLOYMENT
               TERMINATION  DATE")  and  ending  two  years after the Employment
               Termination  Date  (the


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               "RESTRICTED  PERIOD"),  the  Executive  shall  not, and shall not
               permit  any  person  subject  to  his  direction  or  control to,
               directly or indirectly, anywhere within Twenty Five (25) miles of
               the offices of Bankshares, or any affiliate of Bankshares, at the
               location  set  forth  in  Section B of Appendix I attached hereto
               (the  "TERRITORY"),  engage  in  the  business  of banking or the
               origination  of  commercial,  real  estate or consumer loans (the
               "BUSINESS")  or,  whether alone or in association with others, as
               principal,  officer, agent, executive, director or stockholder of
               any  corporation,  partnership,  association  or other entity, or
               through  the investment of capital; lending of money or property,
               rendering  of  services or otherwise, engage, influence, control,
               have  an interest in, or otherwise become actively involved with,
               any  business  which  is  competitive  with  the  Business  of
               Bankshares,  or  any  of  its  affiliates.

          (ii) During  the Restricted Period, the Executive shall not, and shall
               not permit any of his respective affiliates, employees, agents or
               others under his control to, directly or indirectly, on their own
               behalf  or  on  behalf of any other person, (A) call upon, accept
               business  from,  or solicit the business of (or attempt to do any
               of  the  foregoing)  any  customer  of  Bankshares, or any of its
               affiliates,  or  any  other person who is, or who had been at any
               time  during the preceding 12 months, a customer of Bankshares or
               any  of  its affiliates in the Territory, (B) otherwise divert or
               attempt  to  divert  any  business  from Bankshares or any of its
               affiliates  operating  in  the  Territory, (C) interfere with the
               business  relationships  between  Bankshares  and  any  of  its
               affiliates  operating  in the Territory, on the one hand, and any
               of  its  respective  customers  or  others  with  whom  they have
               business  relationships,  on  the  other  hand, or (D) recruit or
               otherwise  solicit or induce, or enter into or participate in any
               plan  or  arrangement to cause, any


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               person  who  is  an employee of, or otherwise performing services
               for,  Bankshares or any of its affiliates to terminate his or her
               employment  or  other  relationship  with  Bankshares  or  such
               affiliate,  hire any person who has left the employ of Bankshares
               or  any of its affiliates during the preceding 12 months, or hire
               any  person who is or has been an executive officer of Bankshares
               or  any  of  its  affiliates  at  any  time.

        (iii)  The  Executive  shall  not,  at  any  time after his Employment
               Termination  Date,  directly  or  indirectly,  use  or purport to
               authorize  any  person  to  use  any  name,  mark, logo, or other
               identifying  words  or images which are the same as or similar to
               those  used  currently or in the past by Bankshares or any of its
               affiliates  in connection with any product or service, whether or
               not  such  use  would  be in a business which is competitive with
               that  of  Bankshares  or  any  affiliate  of  Bankshares.

          (iv) The  ownership  or  control of up to 5% of the outstanding voting
               securities  or  securities of any class of a bank or bank holding
               company  shall  not be deemed to be a violation of the provisions
               of  this  Section  9(a).

          (b)  Confidential  Information.
               -------------------------

          (i)  The  Executive acknowledges that, in the course of his employment
               with  Bankshares,  he will have, extensive contact with customers
               of  Bankshares  and  its affiliates, and to have knowledge of and
               access  to  trade  secrets and other proprietary and confidential
               information  of Bankshares and its affiliates, including, without
               limitation,  the  identity  of  customers and suppliers and other
               persons  with  whom  Bankshares  and its affiliates have business
               relationships,  technical  information,  knowhow,  plans,
               specifications,  data  and  information relating to the financial
               condition,  results  of operations, employees, products, products
               under  development,  inventions,  sources,  leads  or  methods of
               obtaining  new products or


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               business,  pricing  formulae,  methods  or  procedures,  cost  of
               services  and  marketing  strategies  of  Bankshares  or  its
               affiliates,  or  any  other information relating to Bankshares or
               its  affiliates that could reasonably be regarded as confidential
               or  proprietary  and  which  is  not  available  to  the  public
               (collectively,  the  "CONFIDENTIAL  INFORMATION"),  and that such
               Confidential  Information,  even to the extent it may be, or have
               been,  developed  or  acquired  by  or through the efforts of the
               Executive,  constitutes  valuable,  special  and unique assets of
               Bankshares  and  its  affiliates,  developed or acquired at great
               expense,  which  are the exclusive property of Bankshares and its
               affiliates.

         (ii)  Executive  agrees  not  to  use,  disclose or exploit, during the
               Restricted  Period,  Confidential  Information  relating  to  the
               Business  of  Bankshares,  or  any  of  its  affiliates, (whether
               constituting  a  trade  secret  or  not)  which  is  or  has been
               disclosed  to  Executive  or of which Executive became aware as a
               consequence  of  or  through  his  relationship to Bankshares and
               which  has  value to Bankshares, or any of its affiliates, and is
               not  generally  known  to  its  competitors.  However,  such
               Confidential  Information  shall  not  include  any  data  or
               information  that has been voluntarily disclosed to the public by
               Bankshares,  or  any  of its affiliates (except where such public
               disclosure  has  been made by Executive without authorization) or
               that has been independently developed and disclosed by others, or
               that  otherwise  enters  the  public domain through lawful means.

        (iii)  Without limiting the generality of the foregoing, the Executive
               shall  not, during the Restricted Period, directly or indirectly,
               disclose,  or  otherwise  make  known to any person, the names or
               addresses  of  any  of  the customers of Bankshares or any of its
               affiliates,  whether  such  persons  are  customers  as  of  the
               Effective  Date or become such following the Effective Date, and


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               whether  or  not  such persons have previously conducted business
               with  the  Executive  in  any  capacity, or any information as to
               Bankshares'  executives  and  others  providing  services  to
               Bankshares  or  any  of its affiliates, including with respect to
               their  abilities,  compensation,  benefits  and  other  terms  of
               employment  or  engagement.

         (iv)  Upon  the  termination  of  the  Executive's  employment  with
               Bankshares,  the  Executive  shall promptly deliver to Bankshares
               all  customer  files,  correspondence, manuals, notes, notebooks,
               reports  and  copies thereof, and all other materials relating to
               Bankshares',  or  any  of  its  affiliates  business,  including,
               without  limitation,  any  materials  incorporating  Confidential
               Information,  which  are  in  the  possession  or  control of the
               Executive.

          (v)  The  Executive  acknowledges that Bankshares would not enter into
               this Agreement without the assurances provided above with respect
               to the Confidential Information of Bankshares and its affiliates.

          (c)  Continuing  Obligations.  The  Executive  acknowledges  that
               -----------------------
               Bankshares  would be irreparably harmed and that monetary damages
               would  not  provide  an  adequate  remedy to it, in the event the
               covenants  contained in subsections (a) and (b) of this Section 9
               were  not  complied  with,  in  accordance  with  their  terms.
               Accordingly,  the Executive agrees that any breach, or threatened
               breach,  by  him  of  any provision of subsections (a) and (b) of
               this  Section  9 shall entitle Bankshares to injunctive and other
               equitable  relief  to secure the enforcement of these provisions,
               in  addition  to any other remedies which may be available to it;
               and  that  it  shall  be  entitled  to receive from the Executive
               reimbursement for all attorneys' fees and expenses incurred by it
               in  enforcing  these  provisions  (unless  Bankshares  is not the
               substantially  prevailing  party  in  any  legal  action


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               brought  for  such purposes). In addition to its other rights and
               remedies,  Bankshares  shall  have  the  right  to  require  the
               Executive  to  account  for,  and  to  pay  over  to  it,  all
               compensation, profits, money, accruals and other benefits derived
               or  received,  directly  or indirectly, by the Executive from any
               action  constituting a breach of subsection (a) or subsection (b)
               of  this  Section  9.  It is the desire and intent of the parties
               that  the  provisions  of  this  Section  9  be enforced in full;
               however, if any provisions of this Section 9 relating to the time
               period, scope of activities or geographic area of restrictions is
               declared  by  a  court  of  competent  jurisdiction to exceed the
               maximum  permissible  time  period,  scope  of  activities  or
               geographic  area, the maximum time period, scope of activities or
               geographic  area,  as  the  case  may be, shall be reduced to the
               maximum  which such court deems enforceable. If any provisions of
               this  Section  9,  other  than  those  described in the preceding
               sentence,  are  adjudicated  to  be invalid or unenforceable, the
               invalid or unenforceable provisions shall be deemed amended (with
               respect  only  to  the jurisdiction in which such adjudication is
               made)  in  such  manner  as  to  render  them  enforceable and to
               effectuate  as  nearly  as  possible  the original intentions and
               agreement  of  the  parties.

          (d)  Modification  of  Restrictive  Period.  In  the  event  this
               -------------------------------------
               Agreement  is terminated either (x) by Bankshares at any time for
               any  reason other than for Cause, as defined in Section 10 herein
               or  (y)  by  the  Executive pursuant to Section 10(b) herein, the
               term  "Restrictive  Period,"  as described in Section 9(a), shall
               terminate  on the date that all amounts payable to the Executive,
               pursuant  to  the terms of this Agreement, either, have been paid
               to him, or should have been paid to him, pursuant to the terms of
               this  Agreement.


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     10.  Termination.  During  the  Term  of this Agreement, this Agreement and
          -----------
the  Executive's  employment  with  Bankshares  and any affiliate of Bankshares,
including  without  limitation,  except as otherwise provided in this Agreement,
including  this  Section 10, Section 8 and Section 12, all compensation, salary,
expense  reimbursement,  and  other  benefits,  payable,  or  made available, to
Executive  under  this  Agreement,  may  be  terminated  as  follows:

          (a)  At  the  election  of  Bankshares  for  "Cause"  (as such term is
               defined below); or, at the election of Bankshares, without Cause,
               for any reason, other than a breach by Bankshares as set forth in
               Section  10(b)  below,  by  delivery  of 30 days' written notice;

          (b)  At  the  Executive's election, for "Good Reason" (as such term is
               defined  below);  or  upon  Bankshares'  breach  of  any material
               provision  of  this  Agreement;

          (c)  As used herein, the term "CAUSE" shall mean the occurrence of one
               or  more  of the following:(i) a material breach by the Executive
               of  any  provision of this Agreement which breach is not cured by
               the  Executive  to Bankshares' reasonable satisfaction within ten
               days  after  delivery  of  written  notice  to  the  Executive by
               Bankshares  thereof,  (ii)  the  Executive's  gross  negligence,
               willful  misconduct  or willful refusal or failure to perform, in
               any material respect, any of his duties or responsibilities under
               this  Agreement, or the Executive's willful failure to follow any
               lawful  directive  of the Board of Directors, or the President of
               Bankshares,  or  the  Executive's  willful  refusal or failure to
               furnish  information  concerning Bankshares', or any affiliate of
               Bankshares  affairs which is reasonably requested by the Board of
               Directors, or the President of Bankshares, which gross negligence
               or  willful  action  (or  inaction), as the case may be, does not
               cease,  to Bankshares' or the President of Bankshares, reasonable
               satisfaction,  within  ten  days after delivery of written notice
               thereof  to


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               Executive  by  Bankshares,  (iii) the Executive's conviction of a
               felony  or  of  a  serious  misdemeanor  (e.g.,  involving  moral
               turpitude,  etc.),  in  any  criminal  proceeding;  (iv)  the
               Executive's  intentional  and  knowing  misappropriation,  for
               personal  use, of assets or business opportunities of Bankshares,
               or  any  of  its  affiliates;  (v)  the  Executive's  engaging in
               intentional  misconduct  that  is  materially  injurious  to
               Bankshares,  or any of its affiliates, including, but not limited
               to,  such  misconduct which is in contravention of any federal or
               state  employment  law or regulation, as determined by a court of
               competent jurisdiction, (vi) a petition under the Bankruptcy Code
               (Title 11 of the United States Code) or any state insolvency law,
               containing  a meritorious claim, has been filed by or against the
               Executive,  or any receiver or similar officer has been appointed
               by  a  court  for  the  Executive's property, or (vii) any event,
               condition  or  circumstance  which, pursuant to the provisions of
               federal  or  state  law, renders the Executive unemployable, as a
               matter  of  law,  by  Bankshares,  or  any  of  its  affiliates.

          (d)  Upon  the Executive's death, or, at the election of either party,
               upon the Executive's disability, as determined in accordance with
               the  standards and procedures under the Executive's then current,
               long-term  disability  insurance coverage provided by Bankshares,
               or,  if such disability insurance coverage provided by Bankshares
               is  not  then in place, upon the Executive's disability resulting
               in  inability  to  substantially  perform the duties described in
               Section 3 of this Agreement for a period of 180 consecutive days.

          (e)  At  the Executive's election, by delivery of the 30 days' written
               notice  thereof,  for  any  reason,  other  than  as set forth in
               Section  10(b)  of  this  Agreement.


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          (f)  The  term  "GOOD  REASON"  shall  mean action taken by Bankshares
               which  results  in:

          (i)  a  material change in the Executive's status, offices, titles, or
               reporting  requirements;

          (ii) a  reduction in the Executive's Base Salary or other benefits; or

          (g)  Subject  to  the  provisions  of Section 12 of this Agreement, if
               this  Agreement  is  terminated, either (i) by Bankshares, at any
               time,  for  any  reason  other  than  for  Cause,  or (ii) by the
               Executive  pursuant  to  Section  10(b) (i.e., for Good Reason or
               upon  Bankshares'  breach  of  any  material  provision  of  this
               Agreement),  then  Bankshares,  in  addition  to  any  other
               compensation  or benefit payable to, or vesting in, Executive, as
               a  result of the termination of the Agreement, as contemplated by
               this  Section  10(g), shall pay to the Executive the compensation
               and  benefits  remaining under this Agreement, at a rate equal to
               the  Executive's Base Salary and Bonus Amount for the previous 12
               months,  for  a  period  equal  to  the greater of either (y) the
               remaining  Term  of  this  Agreement,  or (z) 12 months, as if no
               termination  occurred.

          (h)  If  the  Agreement  is  terminated,  either  for  Cause or by the
               Executive  pursuant  to  Section  10(e)  of  this  Agreement, the
               Executive shall receive no further compensation or benefits under
               this  Agreement,  other than the Executive's Base Salary, accrued
               through  the  date  of  such  termination.

     11.  Notices.  All  notices  provided  for  herein  shall be in writing and
          -------
shall  be deemed to be given when delivered in person or deposited in the United
States  Mail,  registered  or  certified,  return receipt requested, with proper
postage  prepaid  and  addressed  as  follows:

Bank:             PAB  Bankshares,  Inc.
                  3102  North  Oak  Street  Extension
                  Valdosta,  Georgia  31602


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                  Attn:  Chairman of the Compensation Committee
                         of the Board of Directors

with a copy to:   Thompson Kurrie, Jr., Esquire
                  Coleman, Talley, Newbern, Kurrie, Preston & Holland
                  P.0  Box 5437
                  Valdosta, Georgia 31603

Executive:        M. Burke Welsh
                  535 Huiet Dr.
                  McDonough, GA 30252


     12.  Change  in  Control.  None  of  the  benefits provided in this Section
          -------------------
12  of this Agreement shall be payable to the Executive, unless there shall have
been  a  Change  in  Control,  as  set  forth  below.

          (a)  A  "CHANGE  IN  CONTROL"  shall be deemed to have occurred if (i)
               during  the  Term of this Agreement, the individuals constituting
               the  Board  of  Directors at the Effective Date of this Agreement
               (the "BEGINNING PAB BOARD") cease for any reason to constitute at
               least  a  majority  of  the  Board of Directors, provided that in
               making  such  determination,  a  director  elected  by, or on the
               recommendation  of, the Beginning PAB Board shall be deemed to be
               a  member  of  such  Beginning  PAB  Board,  excluding,  for this
               purpose,  any  director  whose  assumption  of office occurs as a
               result  of  an  actual  or  threatened election contest, or proxy
               contest,  with  respect  to the election or removal of directors;
               or,  (ii)  more than 50% of Bankshares' outstanding common stock,
               or  of  the  equivalent  in  voting  power  of any other class or
               classes  of outstanding securities of Bankshares entitled to vote
               in  elections of directors, shall be acquired by any corporation,
               other  person  or  group (the term "group" shall mean persons who
               act  in  concert as described in Section 13(d)(3) or 14(d) (2) of
               the  Securities  Exchange


                              Employment Agreement
                                     Page 13

<PAGE>
               Act  of  1934  as  amended);  or, (iii) Bankshares shall become a
               subsidiary  of  another  corporation  or  shall  be  merged  or
               consolidated  into  another  corporation  and  (x)  less  than  a
               majority  of  the  outstanding  voting  shares  of  the parent or
               surviving  corporation  after  such  acquisition,  merger  or
               consolidation  are  owned  immediately  after  such  acquisition,
               merger  or  consolidation  by  the owners of the voting shares of
               Bankshares  immediately  before  such  acquisition,  merger  or
               consolidation,  or  (y)  a  person  or  entity  (excluding  any
               corporation  resulting  from  such  business  combination  or any
               employee  benefit  plan  or  related  trust of Bankshares or such
               resulting  corporation) beneficially owns or controls 25% or more
               of  the  combined voting power of the then-outstanding securities
               of  such  corporation,  except  to the extent that such ownership
               existed  prior  to  the  business combination, or (z) less than a
               majority  of  the  members  of  the  board  of  directors  of the
               corporation resulting from such business combination were members
               of the Bankshares Board of Directors at the time of the execution
               of the definitive agreement for such merger or consolidation; or,
               (iv)  substantially all of the assets of Bankshares shall be sold
               to  another  entity,  person  or  group,  other  than a sale to a
               wholly-owned  subsidiary of Bankshares, regardless of the form of
               the  transaction.

          (b)  In  the event of a Change in Control of Bankshares, the Executive
               shall  be  entitled,  for  a  period of 90 days after the date of
               closing  of the transaction effecting such Change in Control, and
               at  his  election,  to  either  (i)  deliver  written  notice  to
               Bankshares  of  the  termination  of  this  Agreement,  whereupon
               Bankshares  will  continue to pay the Executive's Base Salary for
               six months after termination; provided that all other benefits or
               compensation,  including  incentive  compensation  shall  be
               terminated  as  of  the  termination  of this Agreement; or, (ii)
               deliver written notice to


                              Employment Agreement
                                     Page 14

<PAGE>
               Bankshares  that he intends to remain in the employ of Bankshares
               and  Bankshares  shall employ the Executive, for the remainder of
               the  Term  of this Agreement, or 12 months, whichever is greater,
               performing  the same duties that he was performing at the time of
               the  effective  date  of  the Change in Control and with the same
               title,  compensation,  benefits,  reporting  requirements  and
               location.  Any  extension  of employment under this Section 12(b)
               shall  be  deemed  an  extension  of  the Term of this Agreement,
               during  which  all  provisions  of this Agreement shall remain in
               effect.

          (c)  Subject  to  the  terms  and  conditions  of  this Agreement, the
               Executive  shall  receive  the  compensation set forth in Section
               12(c)(i)  of  this  Agreement  in  consideration for the services
               previously  provided,  or to be provided, on behalf of Bankshares
               as  set  forth  herein.

          (i)  If  Bankshares  terminates the Executive without Cause, or if any
               action  specified  in  Section 12(c)(ii) of this Agreement occurs
               during  the  Term  of  this  Agreement, at any time following the
               execution of the definitive agreement relating to (but before the
               occurrence  of) a Change in Control, or at any time following the
               occurrence  of  a  Change  in  Control,  (the  "TERMINATION  OF
               EMPLOYMENT"),  Bankshares shall pay the Executive a lump-sum cash
               payment in an amount equal to the Executive's annual compensation
               from  Bankshares, including salary, bonuses, all perquisites, and
               all  other  forms  of  compensation paid to the Executive for his
               benefit  or the benefit of his family, however characterized, for
               the  fiscal year during the term of this Agreement for which such
               compensation  was  highest (the "EXECUTIVE'S ANNUAL SALARY"). The
               payment  provided  for  in this Section 12(c)(i) shall be due and
               payable  to  the  Executive  within 30 days after the date of the
               Termination  of  Employment.


                              Employment Agreement
                                     Page 15

<PAGE>
          (ii) For  purposes  of  this  Section 12, the occurrence of any of the
               following  actions  shall  be  deemed to be a termination of this
               Agreement  by  Bankshares without Cause. Those actions are: (1) a
               reduction  in  the  Executive's salary, bonus provisions or other
               perquisites  as  were  in  effect  immediately  prior to the time
               period  contemplated  in  Section  12(c)(i) regarding a Change in
               Control  of  Bankshares, (2) a material change in the Executive's
               status,  offices,  titles,  reporting  requirements,  duties  or
               responsibilities  with  Bankshares, as in effect on the effective
               date of this Agreement, (3) the failure by Bankshares to increase
               the Executive's salary annually in accordance with an established
               procedure,  (4)  Bankshares'  requirement that Executive relocate
               more than 50 miles from the offices of Bankshares at the location
               set  forth in Section B of Appendix I attached hereto, or (v) the
               termination  of  this  Agreement by Executive pursuant to Section
               10(b)  hereof.  In any such event, Executive shall be entitled to
               all  payments provided for in Section 12(c)(i) of this Agreement.

          (d)  Notwithstanding  any  other  provision of this Section 12 of this
               Agreement,  in  no  event shall Bankshares pay or be obligated to
               pay  the  Executive  an amount which would be an Excess Parachute
               Payment.  The  term  "Excess  Parachute  Payment"  shall mean any
               payment  or  any  portion  thereof  which  would  be  an  "excess
               parachute  payment"  within  the  meaning  of Section 280G of the
               Internal Revenue Code of 1986, as amended (the "Code"), and would
               result  in  the imposition of an excise tax under Section 4999 of
               the  Code,  in the opinion of tax counsel selected by Bankshares'
               independent accountants and acceptable to the Executive. If it is
               established  pursuant  to  a final determination of a court or an
               Internal  Revenue Service administrative appeals proceeding that,
               notwithstanding the good faith of the Executive and Bankshares in
               applying the terms of this Section 12 of


                              Employment Agreement
                                     Page 16

<PAGE>
               the  Agreement,  a  payment (or portion thereof made is an Excess
               Parachute  Payment,  then,  except  as  hereafter  provided,  the
               Executive  shall  have  the  obligation  to repay Bankshares upon
               demand  an  amount  equal  to  the  minimum  amount  (but without
               interest) necessary to insure that no payments made or to be made
               by  Bankshares pursuant to this Section 12 of the Agreement is an
               Excess  Parachute  Payment;  provided,  however,  that if, in the
               opinion  of  tax  counsel  selected  by  Bankshares'  independent
               accountants  and acceptable to the Executive, such repayment will
               not  ensure  that  no  Excess  Parachute  Payment  would  be made
               hereunder,  then  (1) no such repayment obligation will exist and
               (2) Bankshares shall pay to the Executive an additional amount in
               cash  equal  to  the  amount necessary to cause the amount of the
               aggregate  after  tax  cash  compensation  and benefits otherwise
               receivable  by  the  Executive to be equal to the aggregate after
               tax  cash compensation and benefits he would have received, as if
               Sections  280G  and  4999  of  the  Code  had  not  been enacted.

     13.  Resolution  of  Disputes:  Arbitration.
          --------------------------------------

          (a)  Except as contemplated in Section 9, Bankshares and the Executive
               shall  use their best efforts to resolve any dispute, controversy
               or  claim  between  them with respect to any matter related to or
               arising  out  of  this  Agreement  (each,  a  "Dispute")  through
               negotiation.  Such  negotiation  shall  begin immediately after a
               party has delivered to the other party a written request for such
               negotiation.  If  within 60 days following the date on which such
               notice  is given, the parties fail to resolve the dispute through
               such  negotiations, then either party may initiate an arbitration
               proceeding  in  accordance  with  this  Section  13.

          (b)  Subject  to  Section  13(a), any Dispute shall be referred to and
               finally  resolved  by  arbitration  administered  by the American
               Arbitration


                              Employment Agreement
                                     Page 7

<PAGE>
               Association  (the  "AAA")  in  accordance  with  the  Commercial
               Arbitration  Rules  of the AAA and the provisions of this Section
               13,  before  a  single  arbitrator  to be appointed by the mutual
               consent  of  Bankshares  and the Executive. In the event that the
               parties cannot agree on an arbitrator, the parties agree that the
               AAA  shall  designate  an arbitrator. The arbitration proceedings
               shall  be  held  in  Valdosta,  Georgia.

          (c)  The  arbitrator  shall decide the Dispute in accordance with this
               Agreement  and  the  laws  of  the State of Georgia applicable to
               agreements  made  and to be performed entirely within such State.
               The  decision of the arbitrator shall be in writing and presented
               in separate findings of fact and law. The award of the arbitrator
               shall  be  final  and binding on the parties from which no appeal
               may  be taken, and an order confirming the award or judgment upon
               the  award  may  be entered into in any court having jurisdiction
               there  over.

          (d)  Prior  to  the  appointment  of the arbitrator, Bankshares or the
               Executive  may  take  provisional  remedies,  including,  without
               limitation,  temporary  restraining  orders  and  preliminary
               injunctions.  After  the  appointment  of  the  arbitrator,  the
               arbitrator  shall  have  sole authority to grant such provisional
               remedies  as  the  arbitrator,  in  its  sole  discretion,  deems
               necessary  and  appropriate.

          (e)  The arbitrator, in the award, may assess the fees and expenses of
               the arbitrator and of the arbitration proceeding, and the witness
               and  attorneys' fees of the parties, or any part thereof, against
               either  Bankshares  or the Executive or both of them, taking into
               account  the circumstances of the case. Except as assessed by the
               arbitrator  in  the  award and as provided in the next succeeding
               sentence,  Bankshares and the Executive shall each


                              Employment Agreement
                                     Page 18

<PAGE>
               bear  their  own  costs  in  connection  with  the  arbitration
               proceeding,  and  shall each bear 50% of the fees and expenses of
               the  arbitrator.

     14.  Miscellaneous.
          -------------

          (a)  Modification,  Waiver, etc. No provision of this Agreement may be
               --------------------------
               modified,  waived  or discharged unless such waiver, modification
               or  discharge is agreed to in writing signed by the Executive and
               a  duly  authorized officer of Bankshares. No waiver by any party
               hereto  at  any time of any breach of another party hereto of, or
               compliance  with, any condition or provision of this Agreement to
               be  performed  by  such  other  party shall be deemed a waiver of
               similar  or dissimilar provisions or conditions at the same or at
               any  prior or subsequent time. This Agreement shall be binding on
               and  inure  to  the  benefit  of  the  successors  and assigns of
               Bankshares.

          (b)  Withholding  Taxes.  Bankshares may withhold from amounts payable
               ------------------
               under  this  Agreement such Federal, state and local taxes as are
               required  to  be  withheld  pursuant  to  any  applicable  law or
               regulation and Bankshares shall be authorized to take such action
               as  may  be  necessary  in  the  opinion  of  Bankshares' counsel
               (including, without limitation, withholding from amounts from any
               compensation  or other amount owing from Bankshares to Executive)
               to  satisfy  all  obligations  for  the  payment  of  such taxes.

          (c)  Continuation of Employment. Unless the parties otherwise agree in
               --------------------------
               writing,  continuation  of Executive's employment with Bankshares
               beyond  the  expiration of the Term shall be deemed an employment
               at  will  and shall not be deemed to extend any of the provisions
               of  this  Agreement, and Executive's employment may thereafter be
               terminated  at  will  by  Executive or Bankshares without further
               obligation  of  either  party  hereunder.


                              Employment Agreement
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<PAGE>
          (d)  Governing  Law.  The  validity,  interpretation, construction and
               --------------
               performance  of  this  Agreement shall be governed by the laws of
               the  State  of  Georgia  applicable  to agreements made and to be
               performed  entirely in Georgia, without regard to the conflict of
               laws  principles  of  such  State.  The  Superior  Court, Lowndes
               County, Georgia, shall have jurisdiction and of the venue for any
               civil  actions arising from the subject matter of this agreement.

          (e)  Assignment. This Agreement is a personal contract, and the rights
               ----------
               and  interests  of  the  Executive  hereunder may not, during the
               Term,  be  sold,  transferred, assigned, pledged or hypothecated.
               This  Agreement may be assigned by Bankshares to a Bank organized
               under the laws of one of the States of the United States which is
               wholly-owned  or controlled directly or indirectly by Bankshares,
               or  which  is a successor-in-interest to substantially all of the
               business  operations  of Bankshares. Such assignment shall become
               effective  when  Bankshares, shall have notified the Executive of
               such assignment or at such later date as may be specified in such
               notice.  Upon  such  assignment  the  rights  and  obligations of
               Bankshares,  hereunder shall become the rights and obligations of
               such  Bank,  and  Bankshares  shall  have  no  further  rights or
               obligations  hereunder;  provided, however, that Bankshares shall
               guarantee  the  obligations  of  such Bank to the Executive under
               this  Agreement.

          (f)  Severability  of  Invalid  or  Unenforceable  Provisions.  The
               --------------------------------------------------------
               invalidity  or unenforceability of any provision or provisions of
               this Agreement shall not affect the validity or enforceability of
               any other provision of this Agreement, which shall remain in full
               force  and  effect.


                              Employment Agreement
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<PAGE>
          (g)  Counterparts.  This  Agreement  may  be  executed  in one or more
               ------------
               counterparts,  each  of  which shall be deemed to be an original,
               but  all  of  which  together  will  constitute  one and the same
               instrument.

          (h)  Definition  of  Terms.  The  term  "affiliate", when used in this
               ---------------------
               Agreement  with  respect  to  any  person, means any person that,
               directly  or  indirectly,  controls, is controlled by or is under
               common  control with such person, and with respect to any natural
               person,  includes  the  members of such person's immediate family
               (spouse,  children  and parents). The term "person", when used in
               this  Agreement,  means  any  natural person or entity with legal
               status.

          (i)  Entire  Agreement. This Agreement, together with Appendix 1, sets
               -----------------
               forth  the  entire  agreement of the parties hereto in respect of
               the  subject  matter  contained  herein  and supersedes all prior
               agreements, understandings, promises, covenants, arrangements and
               communications, both oral or written, among the parties hereto in
               respect  of  the  subject  matter  contained  herein.


     IN  WITNESS WHEREOF, the parties have executed this Agreement as of the day
and  year  first  written  above.

                                          "Executive"

                                          /s/  M. Burke Welsh, Jr.
                                          -----------------------------------
                                          M. Burke Welsh, Jr.

                                          "Bankshares"

                                          PAB Bankshares, Inc.

                                          /s/  R. Bradford Burnette
                                          -----------------------------------
                                          R. Bradford Burnette, President


                              Employment Agreement
                                     Page 21

<PAGE>
                       Appendix I to Employment Agreement
      between M Burke Welsh, Jr., and PAB Bankshares, Inc. (the "Employment
                                  Agreement")


Capitalized terms used herein shall have the meanings set forth in the
Employment Agreement.

A.     Title,  Office,  Duties  and  Responsibilities.
       ----------------------------------------------
       Vice  President  PAB  Bankshares
       and  President  Park  Avenue  Bank  of  Henry  County
       Description  of  duties  and  responsibilities  Attachment  1

B.     Place  of  Performance.
       ----------------------

       McDonough,  Georgia  or  such other place as Bankshares and the Executive
       mutually  agree.

C.     Compensation.
       ------------

       Annual Base Salary:  $100,000
       Bonus  Amount:       Up  to  22%  of  the  Annual  Base Salary, subject
                            ot  the  provisions  and Conditions of the Incentive
                            Compensation  Plan  established  by  the  Board  of
                            Directors.

D.     Benefits.
       --------

          During  Executive's  employment, Bankshares shall furnish to Executive
          the  following:
          1.   Automobile  allowance  of  $600  per  month
          2.   Four  (4)  weeks  paid  vacation
          3.   Social  club  dues
          4.   Such  other benefits as may be approved by the Board of Directors



E.     Options.
       -------

          Employee  is  granted  options  to  purchase  3,000  shares  of  PAB
          Bankshares,  Inc. common Stock, subject to the terms and conditions of
          the PAB Bankshares, Inc. 1999 Stock Option Plan. The right to purchase
          the  optioned  shares  shall  vest in equal amounts of 600 Shares each
          commencing  August  1,  2001  and  each  August 1 thereafter until and
          including  August  1,  2005.


                              Employment Agreement
                                     Page 21

<PAGE>
                                  Attachment 1

                                JOB DESCRIPTION



POSITION:  President, The Park Avenue Bank of Henry County
           Vice President PAB Bankshares

REPORTS TO: President  of  the  Park Avenue Bank, Valdosta, GA. for all credit
          decisions. Senior Officers of PAB Bankshares on all matters pertaining
          to  operations,  accounting,  human  resources

DUTIES:
     Senior  commercial  lender  for  south  Metro  Atlanta  area.

     Underwrite  and  approve  all  types of Retail, Construction, Acquisition &
     Development,  and  Commercial  credit  requests  within  lending authority.

     Supervision  in  staffing  of  all  South  Metro  Atlanta  area  branches.

     Senior  Business  Development  Officer  for  Metro  Atlanta  Area.

     Select  sites  for  additional  Metro  Atlanta  Area  branch  locations.

     Supervise  pricing for all deposit and credit services for Henry County and
     other  metro  Atlanta  area  branches.

     Form  and  administrate  a local advisory board for The Park Avenue Bank of
     Henry  County.


                              Employment Agreement
                                     Page 23

<PAGE>