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                                                                  Exhibit 10.27


                     DIRECTOR SUPPLEMENTAL RETIREMENT PLAN

                               DIRECTOR AGREEMENT

         THIS AGREEMENT is made and entered into as of the 1st day of October,
2001, by and between First Federal of the South, a bank organized and existing
under the laws of the United States (hereinafter referred to as the "Bank"),
and _______________, a member of the Board of Directors of the Bank
(hereinafter referred to as the "Director").

         WHEREAS, the Director is now serving on the Board of the Bank
(hereinafter referred to as the "Board") and has for many years faithfully
served the Bank. It is the consensus of the Board of Directors that the
Director's services have been of exceptional merit, in excess of the
compensation paid and an invaluable contribution to the profits and position of
the Bank in its field of activity. The Board further believes that the
Director's experience, knowledge of corporate affairs, reputation and industry
contacts are of such value, and the Director's continued services so essential
to the Bank's future growth and profits, that it would suffer severe financial
loss should the Director terminate his service on the Board;

         ACCORDINGLY, the Board has adopted the First Federal of the South
Director Supplemental Retirement Plan (hereinafter referred to as the "Director
Plan") and it is the desire of the Bank and the Director to enter into this
Agreement under which the Bank will agree to make certain payments to the
Director upon the Director's retirement and to the Director's beneficiary(ies)
in the event of the Director's death pursuant to the Director Plan;

         FURTHERMORE, it is the intent of the parties hereto that this Director
Plan be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Director, and to be considered a
non-qualified benefit plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Director is fully advised of
the Bank's financial status and has had substantial input in the design and
operation of this benefit plan; and

         NOW THEREFORE, in consideration of services the Director has performed
in the past and those to be performed in the future, and based upon the mutual
promises and covenants herein contained, the Bank and the Director agree as
follows:

I.       DEFINITIONS

         A.       Effective Date:

                  The Effective Date of the Director Plan shall be October 1,
                  2001.


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         B.       Plan Year:

                  Any reference to the "Plan Year" shall mean a calendar year
                  from January 1st to December 31st. In the year of
                  implementation, the term "Plan Year" shall mean the period
                  from the Effective Date to December 31st of the year of the
                  Effective Date.

         C.       Retirement Date:

                  Retirement Date shall mean retirement from service with the
                  Bank which becomes effective on the first day of the calendar
                  month following the month in which the Director reaches age
                  seventy (70) or such later date as the Director may actually
                  retire.

         D.       Termination of Service:

                  Termination of Service shall mean the Director's voluntary
                  resignation from service on the Board or failure to be
                  re-elected to the Board, prior to the Normal Retirement Age
                  (Subparagraph I [J]).

         E.       Pre-Retirement Account:

                  A Pre-Retirement Account shall be established as a liability
                  reserve account on the books of the Bank for the benefit of
                  the Director. Prior to the Director's Termination of Service
                  or the Director's retirement, whichever event shall first
                  occur, such liability reserve account shall be increased or
                  decreased each Plan Year, until the aforestated event occurs,
                  by the Index Retirement Benefit (Subparagraph I [F]).

         F.       Index Retirement Benefit:

                  The Index Retirement Benefit for each Director in the
                  Director Plan for each Plan Year shall be equal to the excess
                  (if any) of the Index (Subparagraph I [G]) for that Plan Year
                  over the Cost of Funds Expense (Subparagraph I [H]) for that
                  Plan Year.

         G.       Index:

                  The Index for any Plan Year shall be the aggregate annual
                  after-tax income from the life insurance contract(s)
                  described hereinbelow as defined by FASB Technical Bulletin
                  85-4. This Index shall be applied as if such insurance
                  contracts were purchased on the Effective Date of the
                  Director Plan.


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                  Insurance Company:
                  Policy Form:
                  Policy Name:
                  Insured's Age and Sex:
                  Riders:
                  Ratings:
                  Option:
                  Face Amount:
                  Premiums Paid:
                  Number of Premium Payments:
                  Assumed Purchase Date:

                  Insurance Company:
                  Policy Form:
                  Policy Name:
                  Insured's Age and Sex:
                  Riders:
                  Ratings:
                  Option:
                  Face Amount:
                  Premiums Paid:
                  Number of Premium Payments:
                  Assumed Purchase Date:

                  If such contracts of life insurance are actually purchased by
                  the Bank, then the actual policies as of the dates they were
                  actually purchased shall be used in calculations under this
                  Director Plan. If such contracts of life insurance are not
                  purchased or are subsequently surrendered or lapsed, then the
                  Bank shall receive annual policy illustrations that assume
                  the above-described policies were purchased, or had not
                  subsequently surrendered or lapsed. Said illustrations shall
                  be received from the respective insurance companies and will
                  indicate the increase in policy values for purposes of
                  calculating the amount of the Index.

                  In either case, references to the life insurance contracts
                  are merely for purposes of calculating a benefit. The Bank
                  has no obligation to purchase such life insurance and, if
                  purchased, the Director and the Director's beneficiary(ies)
                  shall have no ownership interest in such policy and shall
                  always have no greater interest in the benefits under this
                  Director Plan than that of an unsecured creditor of the Bank.

         H.       Cost of Funds Expense:

                  The Cost of Funds Expense for any Plan Year shall be
                  calculated by taking the after tax amount of the Interest
                  Cost of the Bank divided by the average balance of interest
                  bearing liabilities of the Bank.


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         I.       Change of Control:

                  Change of Control shall mean: (i) an increase in the
                  ownership of, or the holding of, or the power to vote, by any
                  person, or by any persons acting as a "group" (within the
                  meaning of Section 13(d) of the Securities Exchange Act of
                  1934, provided that any such "group" shall not include the
                  Director), the voting stock of the Bank or the voting stock
                  of SouthFirst Bancshares, Inc., the Bank's sole shareholder
                  (the "Holding Company"), to an amount which is more than 25%
                  of the issued and outstanding shares thereof; (ii) a change
                  in the ownership of, or possession of, the ability to control
                  the election of a majority of the Bank's or the Holding
                  Company's directors; (iii) a change in the ownership of, or
                  possession of, the ability to exercise a controlling
                  influence over the management or policies of the Bank or the
                  Holding 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, provided that any such
                  "group" shall not include the Director) (except in the case
                  of (i), (ii) and (iii) hereof, ownership or control of the
                  Bank, or its board of directors, by the Holding Company
                  itself shall not constitute a "change in control"); or (iv)
                  during any period of two consecutive years, individuals who
                  at the beginning of such period constitute the board of
                  directors of the Bank or the Holding Company (in each such
                  case, the "Continuing Directors") 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 board of directors of the Holding Company was
                  approved by a vote of at least two-thirds of the Continuing
                  Directors then in office shall be considered a Continuing
                  Director. The term "person" means an individual (other than
                  the Director), individuals acting in concert or as a "group"
                  (provided that any such "group" shall not include the
                  Director), a corporation, partnership, trust, association,
                  joint venture, pool, syndicate, sole proprietorship,
                  unincorporated organization or any other form of entity not
                  specifically listed herein.

         J.       Normal Retirement Age:

                  Normal Retirement Age shall mean the date on which the
                  Director attains age seventy (70).

         K.       Average After-Tax Cost of Funds:

                  Average After-Tax Cost of Funds means, at any particular
                  time, a ratio, the numerator of which is the total annualized
                  interest expense and the denominator of which is an amount
                  equal to: the average balance of interest bearing
                  liabilities, which will be supplied by the Bank on an annual
                  basis, times the inverse of the Bank's combined marginal
                  income tax rate.


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II.      INDEX BENEFITS

         A.       Retirement Benefits:

                  Subject to Subparagraph II (D) hereinafter, a Director who
                  remains on the Board until the Normal Retirement Age
                  (Subparagraph I [J]) shall be entitled to receive the balance
                  in the Pre-Retirement Account in fifteen (15) equal annual
                  installments commencing thirty (30) days following the
                  Director 's retirement. In addition to these payments and
                  commencing in conjunction therewith, the Index Retirement
                  Benefit (Subparagraph I [F]) for each Plan Year subsequent to
                  the Director's retirement, and including the remaining
                  portion of the Plan Year following said retirement, shall be
                  paid to the Director until the Director's death.

         B.       Vesting:

                  No Director will be vested in any amount of benefit until the
                  Director reaches Normal Retirement Age as defined in
                  Subparagraph I (J). Upon the Director attaining Normal
                  Retirement Age, the Director will be one hundred percent
                  (100%) vested.

         C.       Death:

                  Should the Director die while there is a balance in the
                  Director's Pre-Retirement Account (Subparagraph I [E]), said
                  unpaid balance shall be paid in a lump sum to the individual
                  or individuals the Director may have designated in writing
                  and filed with the Bank. In the absence of any effective
                  beneficiary designation, the unpaid balance shall be paid as
                  set forth herein to the duly qualified executor or
                  administrator of the Director's estate. Said payment due
                  hereunder shall be made the first day of the second month
                  following the decease of the Director. Provided, however,
                  that anything hereinabove to the contrary notwithstanding, no
                  death benefit shall be payable hereunder if the Director dies
                  on or before the 1st day of October, 2003.

         D.       Death Benefit:

                  Except as set forth above, there is no death benefit provided
                  under this Agreement.

III.     RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside, earmark or entrust any
         fund or money with which to pay its obligations under this Director
         Plan. The Directors, their beneficiary(ies), or any successor in
         interest shall be and remain simply a general creditor of the Bank in
         the same manner as any other creditor having a general claim for
         matured and unpaid compensation.


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         The Bank reserves the absolute right, at its sole discretion, to
         either fund the obligations undertaken by this Director Plan or to
         refrain from funding the same and to determine the extent, nature and
         method of such funding. Should the Bank elect to fund this Director
         Plan, in whole or in part, through the purchase of life insurance,
         mutual funds, disability policies or annuities, the Bank reserves the
         absolute right, in its sole discretion, to terminate such funding at
         any time, in whole or in part. At no time shall any Director be deemed
         to have any lien nor right, title or interest in or to any specific
         funding investment or to any assets of the Bank.

         If the Bank elects to invest in a life insurance, disability or
         annuity policy upon the life of the Director, then the Director shall
         assist the Bank by freely submitting to a physical exam and supplying
         such additional information necessary to obtain such insurance or
         annuities.

IV.      CHANGE OF CONTROL

         Upon a Change of Control (Subparagraph I [I]), if the Director
         subsequently suffers a Termination of Service (Subparagraph I [D]),
         then the Director shall receive the benefits promised in this Director
         Plan upon attaining Normal Retirement Age, as if the Director had been
         continuously serving the Bank until the Director's Normal Retirement
         Age. The Director will also remain eligible for all promised death
         benefits in this Director Plan.

V.       MISCELLANEOUS

         A.       Alienability and Assignment Prohibition:

                  Neither the Director, nor the Director's surviving spouse,
                  nor any other beneficiary(ies) under this Director Plan shall
                  have any power or right to transfer, assign, anticipate,
                  hypothecate, mortgage, commute, modify or otherwise encumber
                  in advance any of the benefits payable hereunder nor shall
                  any of said benefits be subject to seizure for the payment of
                  any debts, judgments, alimony or separate maintenance owed by
                  the Director or the Director's beneficiary(ies), nor be
                  transferable by operation of law in the event of bankruptcy,
                  insolvency or otherwise. In the event the Director or any
                  beneficiary attempts assignment, commutation, hypothecation,
                  transfer or disposal of the benefits hereunder, the Bank's
                  liabilities shall forthwith cease and terminate.

         B.       Binding Obligation of the Bank and any Successor in Interest:

                  The Bank shall not merge or consolidate into or with another
                  bank or sell substantially all of its assets to another bank,
                  firm or person until such bank, firm or person expressly
                  agree, in writing, to assume and discharge the duties and
                  obligations of the Bank under this Director Plan. This
                  Director Plan shall be


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                  binding upon the parties hereto, their successors,
                  beneficiaries, heirs and personal representatives.

         C.       Amendment or Revocation:

                  It is agreed by and between the parties hereto that, during
                  the lifetime of the Director, this Director Plan may be
                  amended or revoked at any time or times, in whole or in part,
                  by the mutual written consent of the Director and the Bank.

         D.       Gender:

                  Whenever in this Director Plan words are used in the
                  masculine or neuter gender, they shall be read and construed
                  as in the masculine, feminine or neuter gender, whenever they
                  should so apply.

         E.       Effect on Other Bank Benefit Plans:

                  Nothing contained in this Director Plan shall affect the
                  right of the Director to participate in or be covered by any
                  qualified or non-qualified pension, profit-sharing, group,
                  bonus or other supplemental compensation or fringe benefit
                  plan constituting a part of the Bank's existing or future
                  compensation structure.

         F.       Headings:

                  Headings and subheadings in this Director Plan are inserted
                  for reference and convenience only and shall not be deemed a
                  part of this Director Plan.

         G.       Applicable Law:

                  The validity and interpretation of this Agreement shall be
                  governed by the laws of the State of Alabama, except to the
                  extent that federal law applies.

         H.       12 U.S.C.ss.1828(k):

                  Any payments made to the Director pursuant to this Director
                  Plan, or otherwise, are subject to and conditioned upon their
                  compliance with 12 U.S.C. ss. 1828(k) or any regulations
                  promulgated thereunder.

         I.       Partial Invalidity:

                  If any term, provision, covenant, or condition of this
                  Director Plan is determined by an arbitrator or a court, as
                  the case may be, to be invalid, void, or unenforceable, such
                  determination shall not render any other term, provision,
                  covenant, or condition invalid, void, or unenforceable, and
                  the Director Plan shall remain in full force and effect
                  notwithstanding such partial invalidity.


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         J.       Continuation as Director:

                  Neither this Agreement nor the payment of any benefits
                  thereunder shall be construed as giving to the Director any
                  right to be retained as a member of the Board of Directors of
                  the Bank.

VI.      ERISA PROVISION

         A.       Named Fiduciary and Plan Administrator:

                  The "Named Fiduciary and Plan Administrator" of this Director
                  Plan shall be First Federal of the South until its
                  resignation or removal by the Board. As Named Fiduciary and
                  Plan Administrator, the Bank shall be responsible for the
                  management, control and administration of the Director Plan.
                  The Named Fiduciary may delegate to others certain aspects of
                  the management and operation responsibilities of the Director
                  Plan including the employment of advisors and the delegation
                  of ministerial duties to qualified individuals.

         B.       Claims Procedure and Arbitration:

                  In the event a dispute arises over benefits under this
                  Director Plan and benefits are not paid to the Director (or
                  to the Director's beneficiary(ies) in the case of the
                  Director's death) and such claimants feel they are entitled
                  to receive such benefits, then a written claim must be made
                  to the Named Fiduciary and Plan Administrator named above
                  within sixty (60) days from the date payments are refused.
                  The Named Fiduciary and Plan Administrator shall review the
                  written claim and if the claim is denied, in whole or in
                  part, they shall provide in writing within sixty (60) days of
                  receipt of such claim the specific reasons for such denial,
                  reference to the provisions of this Director Plan upon which
                  the denial is based and any additional material or
                  information necessary to perfect the claim. Such written
                  notice shall further indicate the additional steps to be
                  taken by claimants if a further review of the claim denial is
                  desired. A claim shall be deemed denied if the Named
                  Fiduciary and Plan Administrator fail to take any action
                  within the aforesaid sixty-day period.

                  If claimants desire a second review they shall notify the
                  Named Fiduciary and Plan Administrator in writing within
                  sixty (60) days of the first claim denial. Claimants may
                  review this Director Plan or any documents relating thereto
                  and submit any written issues and comments it may feel
                  appropriate. In their sole discretion, the Named Fiduciary
                  and Plan Administrator shall then review the second claim and
                  provide a written decision within sixty (60) days of receipt
                  of such claim. This decision shall likewise state the
                  specific reasons for the decision and shall include reference
                  to specific provisions of the Plan Agreement upon which the
                  decision is based.


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                  If claimants continue to dispute the benefit denial based
                  upon completed performance of this Director Plan or the
                  meaning and effect of the terms and conditions thereof, then
                  claimants may submit the dispute to an arbitrator for final
                  arbitration. The arbitrator shall be selected by mutual
                  agreement of the Bank and the claimants. The arbitrator shall
                  operate under any generally recognized set of arbitration
                  rules. The parties hereto agree that they and their heirs,
                  personal representatives, successors and assigns shall be
                  bound by the decision of such arbitrator with respect to any
                  controversy properly submitted to it for determination.

                  Where a dispute arises as to the Bank's discharge of the
                  Director "for cause," such dispute shall likewise be
                  submitted to arbitration as above described and the parties
                  hereto agree to be bound by the decision thereunder.

VII.     TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE
         LAW, RULES OR REGULATIONS

         The Bank is entering into this Agreement upon the assumption that
         certain existing tax laws, rules and regulations will continue in
         effect in their current form. If any said assumptions should change
         and said change has a detrimental effect on this Director Plan, then
         the Bank reserves the right to terminate or modify this Agreement
         accordingly. Upon a Change of Control (Subparagraph I [I]), this
         paragraph shall become null and void effective immediately upon said
         Change of Control.


IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
this Agreement and executed the original thereof on the first day set forth
hereinabove, and that, upon execution, each has received a conforming copy.


                                    FIRST FEDERAL OF THE SOUTH
                                    Sylacauga, Alabama


                                    By:
--------------------------------       ----------------------------------------
Witness                                Title


--------------------------------    -------------------------------------------
Witness


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                          BENEFICIARY DESIGNATION FORM
                         FOR THE DIRECTOR SUPPLEMENTAL
                           RETIREMENT PLAN AGREEMENT


I.       PRIMARY DESIGNATION

       (Please refer to the beneficiary designation information prior to
                           completion of this form.)

A.       PERSON(S) AS A PRIMARY DESIGNATION:

             (Please indicate the percentage for each beneficiary.)

Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)


Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)


Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)


Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)

B.       ESTATE AS A PRIMARY DESIGNATION:

My Primary Beneficiary is The Estate of
__________________________________________ as set forth in the last will and
testament dated the ____ day of __________, ____ and any codicils thereto.

C.       TRUST AS A PRIMARY DESIGNATION:

Name of the Trust:

_______________________________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee:

_______________________________________________________________________________

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):

_______________________________________________________________________________

__________________________

_______________________________________________________________________________

__________________________

Is this an Irrevocable Life Insurance Trust?  ________ Yes     ________ No
(If yes and this designation is for a Split Dollar agreement, an Assignment of
Rights form should be completed.)


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II.      SECONDARY (CONTINGENT) DESIGNATION

A.       PERSON(S) AS A SECONDARY (CONTINGENT) DESIGNATION:
             (Please indicate the percentage for each beneficiary.)


Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)


Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)


Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)


Name______________________________   Relationship___________________  / _______%

Address:_______________________________________________________________________
        (Street)                       (City)           (State)           (Zip)

B.       ESTATE AS A SECONDARY (CONTINGENT)  DESIGNATION:

My Secondary Beneficiary is The Estate of
________________________________________ as set forth in my last will and
testament dated the ____ day of __________, ____ and any codicils thereto.

C.       TRUST AS A SECONDARY (CONTINGENT)  DESIGNATION:

Name of the Trust:

_______________________________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee:

_______________________________________________________________________________

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):

_______________________________________________________________________________

__________________________

_______________________________________________________________________________

__________________________

All sums payable under the Director Supplemental Retirement Plan Agreement by
reason of my death shall be paid to the Primary Beneficiary(ies), if he or she
survives me, and if no Primary Beneficiary(ies) shall survive me, then to the
Secondary (Contingent) Beneficiary(ies). This beneficiary designation is valid
until the participant notifies the bank in writing.


--------------------------------          -------------------------------------
                                          Date


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