EXHIBIT 10.7
                                                                    ------------

                               EMPLOYMENT CONTRACT
                              TERMINATION AGREEMENT

     THIS  AGREEMENT  (this "Agreement") is entered into as of September 1, 2001
by  and  between  C.  LARRY  WILKINSON,  a  resident  of  the  State  of Georgia
("Executive"),  and PAB BANKSHARES, INC., a Georgia corporation (the "Company").

     WHEREAS,  Executive  and  the  Company entered into that certain Employment
Agreement  dated  as  of  January  1,  1999  ("the  "Employment  Agreement");

     WHEREAS,  Executive  and  the  Company  entered  into that Executive Salary
Continuation  Agreement  dated  as  of January 1, 1994, as amended by that First
Amendment  to Executive Salary Continuation Agreement dated as of March 20, 1995
(collectively,  the  "Salary  Continuation  Agreement");

     WHEREAS,  Executive  and the Company have entered in to an Option Agreement
relating  to  the  grant  of options to purchase 61,000 shares of Company common
stock  (the "Option Shares") pursuant to the 1994 Employee Stock Option Plan and
the  1999  Stock  Option  Plan;

     WHEREAS,  the  Company and Employee have agreed to terminate the Employment
Agreement;  and,

     WHEREAS,  Executive  and the Company now desire to terminate the Employment
Agreement.

     NOW,  THEREFORE,  in  consideration  of the promises and premises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  parties  do  hereby  agree  as  follows:

     1.     TERMINATION  OF  EMPLOYMENT  AGREEMENT.  The  Company  and Executive
            --------------------------------------
hereby agree that, as of the date of this Agreement, the Employment Agreement is
and,  for  all  purposes  whatsoever,  shall  be  deemed terminated and shall no
further force or effect, provided, however, the covenants of Executive contained
                         --------  -------
in  Section  9  of  the Employment Agreement (the "Restrictive Covenants") shall
continue  through  the  date of the last payment to Executive by Company and are
hereby  incorporated  into  this  Agreement  for  all  purposes.

     2.     TERMINATION  OF  EMPLOYMENT.  The Company and Executive hereby agree
            ----------------------------
that  the  Executive's employment with the Company is terminated effective as of
the  date  of  this  Agreement.  Further, Executive resigns as an officer of the
Company  and as a member of the board of directors of any subsidiary bank of the
Company.


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     3.     COMPENSATION.
            -------------

     (a)     From  and after the date of this Agreement and so long as Executive
does  not  violate  any  of the Restrictive Covenants, the Company agrees to pay
Executive  his current salary and benefits through December 31, 2001 and further
allows  Executive to continue to use the 2000 Chevrolet Tahoe through such date.
Commencing  January  1, 2002, the Company agrees to pay the Executive $17,380.00
per  month  and  continue  his  health  and  life insurance benefits through and
including  December, 2004.  The Company agrees to allow Executive to participate
in the 401 K match funding from the date of this Agreement through and including
December,  2004.

     (b)     The  Company  and  Executive agree that the annual benefit level of
Executive  under  the  Salary  Continuation Plan as of December 31, 2004 will be
$86,120  (the "Annual Retirement Payment Amount") and that the Annual Retirement
Payment  Amount  will  be  paid  in equal monthly installments commencing on the
first  day  of  August,  2011 and the first day of each month thereafter for 180
months.

     (c)     Executive  may  exercise his option to purchase all optioned shares
in  whole  or in part regardless of expiration date noted on Exhibit "A", at any
time  prior  to  January  1,  2007  at the per share price shown on Exhibit "A".

     (d)     In  the  event  of Executive's death prior to the date on which the
Company  has  satisfied  all of its obligations under subsections (a) and (b) of
this  Section  3, the Company agrees to continue all such payments by making all
remaining  payments  to  Executive's  estate on the same terms and conditions as
they  would  have  been  made  to  Executive.

     4.     SETTLEMENT.  This  Agreement  is  in  full settlement of any and all
            ----------
claims  Executive may assert arising from or related to the Employment Agreement
or  Executive's  employment  with  the  Company or any person or entity owned or
controlled  by,  or  under common control with, or otherwise affiliated with the
Company (the "Related Parties"), during the term of the Employment Agreement and
through  the  date  hereof, including but not limited to claims for any expenses
incurred  by Executive and claims for any reimbursements due from the Company to
Executive.

     5.     RELEASE  AND WAIVER BY EXECUTIVE; REPRESENTATIONS AND WARRANTIES. In
            ----------------------------------------------------------------
exchange  for  the consideration provided by the Company to Executive, Executive
hereby  voluntarily,  irrevocably,  fully, and completely RELEASES, ACQUITS, AND
FOREVER DISCHARGES the Company and the Related Parties, from any and all claims,
complaints,  liabilities,  obligations,  promises,  agreements,  controversies,
damages,  actions,  causes  of  action,  suits,  rights, demands, costs, losses,
debts,  and  expenses  of any nature whatsoever (whether known or unknown) which
Executive ever had, may have, or now has arising from or related to, directly or
indirectly, the Employment Agreement or otherwise to Executive's employment with
the  Company  or  any  of  the Related Parties during the term of the Employment
Agreement  and  through  the date hereof, including, but not limited to benefits
under  any  and  all  bonus,  severance,  workforce reduction, early retirement,
outplacement,  or  any  other  similar plan sponsored by the Company through the


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date  hereof.  Executive  specifically  waives  any right, power or privilege to
severance  compensation  detailed in or resulting from the Employment Agreement.
In  addition,  Executive  acknowledges  that  this  Agreement constitutes a full
ACCORD  AND SATISFACTION of all claims covered by the release provisions of this
paragraph.

     Executive represents and warrants that as of the date hereof, Executive has
no  basis  for  any claim and further waives any right to assert a claim against
the  Company for (i) violation of Title VII of the Civil Rights Act of 1964, the
Age  Discrimination  in  Employment Act, the Fair Labor Standards Act, the Civil
Rights  Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the
Civil  Rights Act of 1866, 42 U.S.C. 1981, the Family and Medical Leave Act, the
Labor  Management  Relations  Act,  the  National  Labor  Relations  Act,  the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  or  the Executive
Retirement  Income  Security  Act, (ii) violations of any other federal or state
statute  or  regulation  or  local  ordinance,  (iii)  lost  or  unpaid  wages,
compensation,  or other benefits claims under state law, defamation, intentional
infliction  of  emotional  distress, negligent infliction of emotional distress,
bad faith action, slander, assault, battery, wrongful or constructive discharge,
negligent  hiring,  retention  and/or  supervision,  fraud,  misrepresentation,
conversion,  tortious  interference  with  property, negligent investigation, or
(iv)  any  other  claims  under  state  law  arising  in  tort  or  contract.

     6.     LIMITED  RELEASE  BY THE COMPANY.  In exchange for the consideration
            --------------------------------
provided  by Executive to the Company by his execution of this Agreement, except
for  and  without waiving any right, power or privilege of the Company contained
in  this  Agreement,  the  Restrictive  Covenants  and  the  Salary Continuation
Agreement,  each  of  the  Company  and  all Related Parties hereby voluntarily,
irrevocably,  fully  and  completely  RELEASES,  ACQUITS, and FOREVER DISCHARGES
Executive  from  any  and  all  claims,  complaints,  liabilities,  obligations,
promises, agreements, controversies, damages, actions, causes of actions, suits,
rights,  demands,  costs,  losses,  debts, and expenses of any nature whatsoever
(whether  known or unknown) which the Company or any Related Party ever had, may
have,  or  now  has,  arising  from  or  related to, directly or indirectly, the
Employment  Agreement or otherwise to Executive's employment with the Company or
any  of  the  Related  Parties  during  the term of the Employment Agreement and
through  the  date  hereof.

     7.     INDEMNIFICATION.  The  Company  shall defend and indemnify Executive
            ---------------
for  any claims brought against Executive for any actions taken by him that were
within  the scope of his employment while an employee of the Company.  Executive
agrees  to  participate  in the defense of any claim brought against the Company
related  to any of his actions on behalf of the Company during his employment or
for  which  he has knowledge as a result of his employment with the Company.  To
the  extent  the Company requires Executive to participate in the defense of any
such  claim,  it  will  reimburse Executive for any and all reasonable expenses,
including  travel  expenses,  incurred  by  him.

     8.     ENTIRE  AGREEMENT,  MODIFICATION.  This  Agreement  represents  the
            ---------------------------------
entire  agreement  between the parties with respect to the subject matter hereof
and supersedes all other negotiations and agreements, written or verbal, between
the  parties relating to the matters contemplated hereby. This Agreement may not
be  amended,  waived  or changed orally, but only in a writing that is signed by


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both  parties  and  that  states specifically that it is intended to modify this
Agreement.

     9.     WAIVER. No failure or delay by either party in exercising any right,
            ------
power  or  privilege  under this Agreement shall operate as a waiver thereof and
any  written waiver in one or more instances shall not be deemed to be a further
or  continuing  waiver  of  any  such  right,  power  or  privilege.

     10.     SUCCESSORS  AND ASSIGNS.  This Agreement shall inure to the benefit
             -----------------------
of  and  be  binding  upon  the  Company,  its  successors  and assigns, and any
corporation  with  which  the  Company  may merge or consolidate or to which the
Company  may  sell  its assets, and Executive and his executors, administrators,
heirs,  legatees,  administrators,  and  personal  representatives.

     11.     SEVERABILITY.  If any provisions of this Agreement shall be held to
             ------------
be  invalid  or  unenforceable,  such  invalidity  or unenforceability shall not
affect  or  impair the validity or enforceability of the remaining provisions of
this  Agreement,  which  shall  remain  in full force and effect and the parties
hereto  shall  continue  to  be  bound  thereby.

     12.     HEADINGS.  The  section  headings  in  this  Agreement  are  for
             --------
convenience  only;  they form no part of this Agreement and shall not affect its
interpretation.

     13.     GOVERNING  LAW.  This Agreement shall be construed and its validity
             --------------
determined  by  the  laws  of  the  State  of  Georgia.

     14.     COUNTERPARTS.  This  Agreement  may  be  executed  in  separate
             ------------
counterparts  and  shall  be  fully  executed when each party whose signature is
required  has  signed  at  least one counterpart, even though no one counterpart
contains  the  signatures  of  all  parties.

     15.     ACKNOWLEDGMENT.     Executive  hereby represents and warrants that:
             --------------

     (a)     Executive  has  CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS
             ALL  OF  THE  PROVISIONS  OF  THIS  AGREEMENT;

     (b)     Executive has had an OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS
             CHOICE AS TO THE TERMS OF THIS AGREEMENT to the full extent that he
             desired  before  signing  this  Agreement;

     (c)     Executive  understands that any further employment with the Company
             or  any  of  the  Related  Parties  shall be an employment at will;

     (d)     Executive  understands  that  this  Agreement  FOREVER RELEASES the
             Company  from  any  legal  action  related  to  or arising from the
             Employment  Agreement  prior  to  the  date  of  execution  of this
             Agreement;

     (e)     In  signing  this  Agreement, Executive DOES NOT RELY ON NOR HAS HE


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             RELIED  ON  ANY  REPRESENTATION  OR STATEMENT (WRITTEN OR ORAL) NOT
             SPECIFICALLY  SET  FORTH IN THIS AGREEMENT by the Company or by any
             of  the Company's agents, representatives, or attorneys with regard
             to  the  subject  matter,  basis,  effect  of  this  Agreement  or
             otherwise;  and

     (f)     Executive  was not coerced, threatened, or otherwise forced to sign
             this Agreement, and Executive is VOLUNTARILY SIGNING AND DELIVERING
             THIS  AGREEMENT  of  his  own  free  will,  and that each signature
             appearing  hereafter  is  genuine.

     IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement
as  an  expression  of  their  intent to be bound by the foregoing terms of this
Agreement.


                                            EXECUTIVE:

                                            /s/  C.  Larry  Wilkinson
                                            ------------------------------------
                                Name:       C.  Larry  Wilkinson
                                Address:    3327  Bellmeade  Drive
                                            Valdosta,  Georgia  31605

                                            COMPANY:

                                            PAB  BANKSHARES,  INC.

                                By:         /s/  Michael  Ricketson
                                            ------------------------------------
                                Name:       Michael  Ricketson
                                Title:      President
                                Address:    3102 North Oak Street Extension
                                            Valdosta,  Georgia  31602


                                Attest:     /s/  R.  Bradford  Burnette
                                            ------------------------------------
                                            R. Bradford Burnette
                                            Chairman and Chief Executive Officer


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