EXHIBIT 10.2


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the _____
day of ________________, 2001, by and between First Southern Bancorp, a Georgia
corporation (the "Employer" or the "Company") which is the proposed bank holding
company for First Southern National Bank (proposed), a bank being organized
under the laws of the United States of America, having its principal place of
business in Statesboro, Georgia, and Christopher T. Cliett, a resident of the
State of Georgia (hereinafter called "Employee").

                              W I T N E S S E T H:

         WHEREAS, Employer is presently in the organization process to establish
a new nationally chartered bank in Statesboro, Georgia; and

         WHEREAS, Employee has been employed with another financial institution
as a senior loan officer and has experience in the areas of lending and credit;
and

         WHEREAS, Employer is desirous of employing Employee as a Senior Vice
President and Chief Credit Officer in Employer's bank to be opened in
Statesboro, Georgia; and

         WHEREAS, Employee desires to work for Employer on the terms and subject
to the conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
herein made, the parties hereto agree as follows:

         1. Employment. Employer hereby employs Employee and Employee accepts
employment with Employer on the terms and conditions hereafter set forth. Upon
organization of First Southern National Bank (the "Bank"), the Employer and the
Employee contemplate that this Agreement will be assigned by the Employer to the
Bank and that the Bank will assume the duties of the Company hereunder; provided
that nothing herein shall be construed as releasing the Company from its
obligations hereunder. Following any such assignment, the term "Employer" as
used herein from time to time shall refer to the Bank.

         2. Term. Unless earlier terminated as hereinafter provided in Section
14, the term of employment under this Agreement shall commence on June ___,
2001, and shall continue until the day preceding the third (3rd) anniversary
date of the opening day of Employer (the "Initial Term"). For illustrative
purposes only, in the event Employer shall open for business on November 1,
2001, the Term shall expire October 31, 2004. Thereafter, this Agreement shall
automatically renew for additional one year periods unless and until either
party notifies the other in writing of its desire not to renew this Agreement at
least 90 days prior to the last day of the Initial Term or any subsequent
renewal period.

         3. Duties. Employee shall serve as Senior Vice President/Chief Credit
Officer of Employer and in such capacity shall perform such duties as are
consistent with that position, as Employer may from time to time direct. Such
duties shall be performed at Employer's main office or subsidiary offices or
branches as directed by Employer. Employee shall maintain his primary residence
in Bulloch County, Georgia, during the term of this Agreement. Employee
recognizes that community involvement and visibility in the community is
important to Employer and Employee agrees that he shall be actively


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involved in civic activities on behalf of and as an ambassador for Employer,
including chamber of commerce activities, charitable fundraisers and local civic
clubs and organizations.

         4. Extent of Services. Employee shall, during normal working hours,
devote his best efforts as well as his full time, attention and energies to the
business of Employer and shall diligently perform to the best of his ability
such duties as may be reasonably assigned to Employee.

         Employee shall not, during the term of this Agreement, be engaged in
any other business activity whether or not such business activity is pursued for
gain, profit or pecuniary advantage and whether or not such activity is carried
on outside normal working hours, but this prohibition shall not be construed as
preventing Employee from investing his assets in such form or manner as will not
require any services on the part of Employee in the operation of the affairs of
the companies in which investments are made. Employee hereby confirms that he is
under no contractual commitments inconsistent with his obligations set forth in
this Agreement, and that, during the term of this Agreement, he will not render
or perform services, or enter into any contract to do so, for any other
corporation, firm, entity or person which are inconsistent with the provisions
of this Agreement.

         5. Compensation and Benefits.

          For all services which Employee may render to Employer while this
Agreement remains in effect, Employee shall receive the following base salary
and benefits. Employer's Board of Directors will review this Agreement and the
compensation provision herein, on an annual basis, and will document its
justification and approval of such compensation, if appropriate, in the Board
minutes.

                  (a) Base Salary. For all services rendered by Employee under
this Agreement, Employer shall pay Employee $85,000 per year, payable in
accordance with the salary payment practices of Employer applicable to officers.
Employer shall have the right to increase the compensation provided by this
Agreement, but any such increase shall not affect any of the other terms and
conditions of this Agreement.

                  (b) Benefits. Employee shall be entitled, to the extent that
Employee's position, title, tenure, salary, age, health and other qualifications
make him eligible, to participate in all employee benefit plans or programs of
Employer. Such plans include, but are not limited to, health, disability and
life insurance, which will be made available to Employee's family at an
additional cost to Employee. Employee's participation in any such plan or
program shall be subject to the provisions, rules and regulations applicable
thereto.

                  (c) Automobile Expense Reimbursement. Employer shall not
provide Employee with a "company" automobile and Employee agrees that he will
provide his own automobile to be used to conduct Employer's business. Employer
shall reimburse Employee $400.00 per month in expenses incurred for the lease or
purchase of such automobile, to include the cost of maintaining, fueling and
insuring the automobile.

                  (d) Payment of Dues. Employer shall pay Employee's initiation
fee and monthly membership dues to Forest Heights Country Club. The Employer may
also pay Employee's dues for any civic organization that Employer determines in
its sole discretion to be in the best interests of Employer.

                  (e) Bonus. Employee shall be eligible to receive cash bonuses
based on Employee's achievement of specified goals and criteria. These goals and
criteria may include both annual and long-

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term goals, may provide for vesting over a specified time period, and shall be
established by the Board of Directors. Unless provided otherwise in any
particular bonus program, each annual award will vest if Employee is actively
employed in January 1 following the year for which the award is earned, and each
long-term incentive compensation award will vest over three years if Employee is
actively employed on January 1 following each subsequent year of vesting.

                  (f) Moving Expenses. Employer shall pay Employee's reasonable
moving expenses, not to exceed $4,500, to relocate Employee from Swainsboro,
Georgia to Bulloch County, Georgia. In addition, Employer shall pay the real
estate commission on the sale of Employee's Emanuel County residence, not to
exceed 3% of the sales price.

                  (g) Working Facilities. Employee shall be furnished with an
office and such other facilities and services as may be necessary or suitable to
his position and adequate for the performance of his duties.

                  (h) Expenses. Employee is authorized to incur reasonable
expenses for promoting the business of Employer, including expenses for
entertainment, travel and similar items, but only to the extent that such
expenses are allowable deductions to Employer on its Federal income tax return.
Employer shall promptly reimburse Employee for all such expenses upon the
presentation by Employee, from time to time, of an itemized account of such
expenditures. Employee shall repay to Employer the amounts of any expenses
claimed which, for lack of proper documentation or otherwise, are not allowed to
Employer as deductions for Federal income tax purposes.

                  (i) Vacations. Employee shall be entitled to 20 paid vacation
days each calendar year.

         6. Stock Options. Employee shall participate in Employer's long-term
equity incentive program and be eligible for the grant of stock options,
restricted stock, and other awards thereunder or under any similar plan adopted
by Employer. As soon as an appropriate stock option plan is adopted by the Board
of Directors of Employer, Employer shall grant to Employee an option to purchase
a number of shares of First Southern National Bancorp's common stock equal to
2.0% of the number of shares sold in the initial stock offering. The award
agreement for the stock option shall provide that one-fifth of the shares
subject to the option will vest on each of the first five anniversaries of the
date that First Southern National Bank opens for business, but only if Employee
remains employed by Employer, and the terms and conditions of any stock options
granted to Employee shall be governed by the stock option plan to be implemented
by Employer. Once vested, options will be non-forfeitable. Nothing herein shall
be deemed to preclude the granting to the Employee of warrants as an organizer
of the Bank.

         7. Ownership of Work Product. Employer shall own all Work Product
arising during the course of Employee's employment (prior, present or future).
For purposes hereof, "Work Product" shall mean all intellectual property rights,
including all Trade Secrets, U.S. and international copyrights, patentable
inventions, and other intellectual property rights in any programming,
documentation, technology or other work product that relates to Employer, its
business or its customers and that Employee conceives, develops, or delivers to
Employer at any time during his employment, during or outside normal working
hours, in or away from the facilities of Employer, and whether or not requested
by Employer. If the Work Product contains any materials, programming or
intellectual property rights that Employee conceived or developed prior to, and
independent of, Employee's work for Employer, Employee agrees to point out the
pre-existing items to Employer and

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Employee grants Employer a worldwide, unrestricted, royalty-free right,
including the right to sublicense such items. Employee agrees to take such
actions and execute such further acknowledgments and assignments as Employer may
reasonably request to give effect to this provision.

         8. Protection of Trade Secrets. Employee agrees to maintain in strict
confidence and, except as necessary to perform his duties for Employer, Employee
agrees not to use or disclose any Trade Secrets of Employer during or after his
employment. As provided by Georgia statutes, "Trade Secret" means information,
including a formula, pattern, compilation, program, device, method, technique,
process, drawing, cost data or customer list, that: (i) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

         9. Protection of Other Confidential Information. In addition, Employee
agrees to maintain in strict confidence and, except as necessary to perform his
duties for Employer, not to use or disclose any Confidential Business
Information of Employer during or after his employment or following termination
of his employment for any reason. "Confidential Business Information" shall mean
any internal, non-public information (other than Trade Secrets already addressed
above) concerning Employer's financial position and results of operations
(including revenues, assets, net income, etc.); annual and long-range business
plans; product or service plans; marketing plans and methods; training,
educational and administrative manuals; customer and supplier information and
purchase histories; and employee lists. The provisions of Sections 8 and 9 above
shall also apply to protect Trade Secrets and Confidential Business Information
of third parties provided to Employer under an obligation of secrecy.

         10. Return of Materials. Employee shall surrender to Employer, promptly
upon its request and in any event upon termination of Employee's employment, all
media, documents, notebooks, computer programs, handbooks, data files, models,
samples, price lists, drawings, customer lists, prospect data, or other material
of any nature whatsoever (in tangible or electronic form) in Employee's
possession or control, including all copies thereof, relating to Employer, its
business, or its customers. Upon the request of Employer, Employee shall certify
in writing compliance with the foregoing requirement.

         11. Non-Solicitation of Customers. During the term of his employment
with Employer, and for a period of two years following the termination of his
employment other than Without Cause by Employer, Employee shall not solicit any
individual or entity which was a customer or client of Employer for the purpose
of providing a service or product to such customer or client which is the same
type of service or product offered or provided by Employer, provided, however,
that this restriction shall apply only to those customers or clients with whom
Employee had direct material contact in connection with services or products
provided by Employer within two years prior to the date of termination of such
employment. Notwithstanding the preceding sentence, Employee shall be subject to
the restrictions of this Section 11 in the event Employee's employment with
Employer is terminated pursuant to Section 14(a)(vii) and Employee receives the
compensation set forth in Section 14(h).

         12. Non-Solicitation of Employees. During the term of Employee's
employment with Employer, and for a period of two years following the
termination of his employment other than Without Cause by Employer, Employee
shall not induce or solicit for employment any employee of Employer for the
purpose of providing services that are the same or similar to the types of
services offered or engaged in by Employer at the time of termination of
Employee's employment with

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Employer. Notwithstanding the preceding sentence, Employee shall be subject to
the restrictions of this Section 12 in the event Employee's employment with
Employer is terminated pursuant to Section 14(a)(vii) and Employee receives the
compensation set forth in Section 14(h).

         13. Non-Competition Agreement. During Employee's employment with
Employer, and for a period two years following the termination of his employment
other than Without Cause by Employer, Employee shall not (without the prior
written consent of Employer), be employed by or affiliated with or serve as an
organizer, director, officer, or employee of any commercial bank, savings &
loan, credit union or other depository institution or holding company in Bulloch
County, Georgia, or any other county in Georgia in which First Southern National
Bank or First Southern National Bancorp shall have a branch or bank charter at
the time Employee's employment with Employer is terminated. Notwithstanding the
preceding sentence, Employee shall be subject to the restrictions of this
Section 13 in the event Employee's employment with Employer is terminated
pursuant to Section 14(a)(vii) and Employee receives the compensation set forth
in Section 14(h).

         14. Termination.

                  (a) Employee's employment under this Agreement may be
terminated prior to the end of the Initial Term or any subsequent Renewal Term
only as follows:

                           (i) upon the death of Employee;

                           (ii) upon the disability of Employee for a period of
                  90 days which, in the opinion of the Board of Directors,
                  renders him unable to perform the essential functions of his
                  job and for which reasonable accommodation is unavailable. For
                  purposes of this Agreement, a "disability" is defined as a
                  physical or mental impairment that substantially limits one or
                  more major life activities, and a "reasonable accommodation"
                  is one that does not impose an undue hardship on Employer;

                           (iii) upon the determination of Cause for
                  termination, in which event such employment may be terminated
                  by written notice at the election of Employer. "Cause" shall
                  consist of any of (A) the commission by Employee of a willful
                  act (including, without limitation, a dishonest or fraudulent
                  act) or a grossly negligent act, or the willful or grossly
                  negligent omission to act by Employee, which is intended to
                  cause, causes or is reasonably likely to cause material harm
                  to Employer (including harm to its business reputation), (B)
                  the indictment of Employee for the commission or perpetration
                  by Employee of any felony or any crime involving dishonesty,
                  moral turpitude or fraud, (C) the material breach by Employee
                  of this Agreement that, if susceptible of cure, remains
                  uncured 10 days following written notice to Employee of such
                  breach, (D) the receipt of any form of notice, written or
                  otherwise, that any regulatory agency having jurisdiction over
                  Employer intends to institute any form of formal or informal
                  (e.g., a memorandum of understanding which relates to
                  Employee's performance) regulatory action against Employee or
                  Employer (provided that the Board of Directors determines in
                  good faith, with Employee abstaining from participating in the
                  consideration of and vote on the matter if Employee is on the
                  Board of Directors, that the subject matter of such action
                  involves acts or omissions by or under the supervision of
                  Employee or that

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                  termination of Employee would materially advance Employer's
                  compliance with the purpose of the action or would materially
                  assist Employer in avoiding or reducing the restrictions or
                  adverse effects to Employer related to the regulatory action);
                  (E) the exhibition by Employee of a standard of behavior
                  within the scope of his employment that is materially
                  disruptive to the orderly conduct of Employer's business
                  operations (including, without limitation, substance abuse or
                  sexual misconduct) to a level which, in the Board of
                  Directors' good faith and reasonable judgment, with Employee
                  abstaining from participating in the consideration of and vote
                  on the matter, is materially detrimental to Employer's best
                  interest, that, if susceptible of cure remains uncured 10 days
                  following written notice to Employee of such specific
                  inappropriate behavior (provided, that Employer shall be under
                  no obligation to allow a time period to cure with respect to
                  such behavior); or (F) the failure of Employee to devote his
                  full business time and attention to his employment as provided
                  under this Agreement that, if susceptible of cure, remains
                  uncured 30 days following written notice to Employee of such
                  failure; or

                           (iv) by the Employee by Notice of Termination which
                  follows a Change in Control and either (i) follows the
                  occurrence of a Good Reason or (ii) is delivered within six
                  (6) months after the occurrence of a Change in Control;

                           (v) by the Employer if its effort to organize the
                  Bank is abandoned before a charter is obtained;

                           (vi) by the Employee effective upon the 30th day
                  after delivery of a Notice of Termination; or

                           (vii) upon 30 days written notice thereof to Employee
                  from Employer for no reason or a reason other than those set
                  forth in subsection (iii) above (termination "Without Cause").

                  (b) If Employee's employment is terminated because of
Employee's death under Section 14(a)(i), Employee's estate shall receive any
sums due him as base salary and/or reimbursement of expenses through the end of
the month during which death occurred, plus any bonus earned or accrued through
the date of death (including any amounts awarded for previous years but which
were not yet vested) and a pro rata share of any bonus with respect to the
current fiscal year which had been earned as of the date of Employee's death.

                  (c) During the period of any incapacity leading up to the
termination of Employee's employment as a result of disability under Section
14(a)(ii), Employer shall continue to pay Employee his full base salary at the
rate then in effect and all perquisites and other benefits (other than any
bonus) until Employee becomes eligible for benefits under any long-term
disability plan or insurance program maintained by Employer, provided that the
amount of any such payments to Employee shall be reduced by the sum of the
amounts, if any, payable to Employee for the same period under any disability
benefit or pension plan of the Employer or any of its subsidiaries. Furthermore,
Employee shall receive any bonus earned or accrued through the date of
incapacity (including any amounts awarded for previous years but which were not
yet vested) and a pro rata share of any bonus with respect to the current fiscal
year which had been earned as of the date of the Employee's incapacity.


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                  (d) If the Employee's employment is terminated for Cause under
Section 14(a)(iii), Employee shall receive any sums due him as base salary
and/or reimbursement of expenses through the date of such termination.

                  (e) If the Employee's employment is terminated by the Employee
pursuant to Section 14(a)(iv), the Employee shall be entitled to the following:

                           (i) the Employer shall pay the Employee in cash
                  within fifteen (15) days of the date of termination severance
                  compensation in an amount equal to the sum of (A) his then
                  current monthly base salary multiplied by 12; (B) any bonus
                  earned or accrued under the Bonus Plan through the date of
                  termination (including amounts awarded for previous years but
                  which were not yet vested); and (C) a pro rata share of any
                  bonus with respect to the current fiscal year which had been
                  earned as of the date of termination.

                  (f) If the Employee's employment is terminated pursuant to
Section 14(a)(v), Employee shall receive any sums due him as base salary and/or
reimbursement of expenses through the date of such termination, as well as
severance compensation in an amount equal to 100% of his monthly base salary for
three (3) months from the date of termination.

                  (g) If Employee resigns under Section 14(a)(vi), Employee
shall receive any sums due him as base salary and/or reimbursement of expenses
through the date of such termination.

                  (h) If Employer terminates the Employee's employment pursuant
to Section 14(a)(vii), the Employee shall be entitled to the following:

(i)                        the Employer shall pay the Employee in cash
                           within fifteen (15) days of the date of termination
                           severance compensation in an amount equal to the sum
                           of (A) his then current monthly base salary
                           multiplied by 24; (B) any bonus earned or accrued
                           under the Bonus Plan through the date of termination
                           (including amounts awarded for previous years but
                           which were not yet vested); and (C) a pro rata share
                           of any bonus with respect to the current fiscal year
                           which had been earned as of the date of termination.

(l)          The parties intend that the severance payments and other
             compensation provided for herein are reasonable compensation for
             the Employee's services to the Employer and shall not constitute
             "excess parachute payments" within the meaning of Section 280G of
             the Internal Revenue Code of 1986 and any regulations thereunder.
             In the event that the Employer's independent accountants acting as
             auditors for the Employer on the date of a Change of Control or the
             date of Employee's termination determine that the payments provided
             for herein constitute "excess parachute payments," then the
             compensation payable hereunder shall be increased, on a tax
             gross-up basis, so as to reimburse the Employee for the tax payable
             by the Employee, pursuant to Section 4999 of the Internal Revenue
             Code, on such "excess parachute payments," taking into account all
             taxes payable by the Employee with respect to such tax gross-up
             payments hereunder, so that Employee shall be, after payment of all
             taxes, in the same financial position as if no taxes under Section
             4999 had been imposed upon him.

         15. Oral Modification Not Binding. This Agreement supersedes all prior
agreements and understandings between the parties and may not be changed or
terminated orally, and no change or attempted waiver of the provisions hereof
shall be binding unless in writing and signed by the party against whom the same
is sought to be enforced; provided, however, that Employee's compensation may be


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increased at any time by Employer without in any way affecting any of the other
terms and conditions of this Agreement, which in all other respects shall remain
in full force and effect.

         16. Governing Law. This Agreement has been entered into in the State of
Georgia and shall be governed by the laws of such State without regard to
conflict of laws principles.

         17. Remedies for Breach. Employee recognizes and agrees that a breach
by Employee of any covenant contained in this Agreement would cause immeasurable
and irreparable harm to Employer. In the event of a breach or threatened breach
of any covenant contained herein, Employer shall be entitled to temporary and
permanent injunctive relief, restraining Employee from violating or threatening
to violate any covenant contained herein, as well as all costs and fees incurred
by Employer, including attorneys' fees, as a result of Employee's breach or
threatened breach of the covenant. Employer and Employee agree that the relief
described herein is in addition to such other and further relief as may be
available to Employer at equity or by law. Nothing herein shall be construed as
prohibiting Employer from pursuing any other remedies available to it for such
breach of threatened breach, including the recovery of damages from Employee.

         18. Consideration. Employee acknowledges and agrees that valid
consideration has been given to Employee by Employer in return for the promises
of Employee set forth herein.

         19. Covenants are Independent. The covenants on the part of Employee
contained herein shall each be construed as agreements independent of each other
and of any other provisions in this Agreement and the unenforceability of one
shall not effect the remaining covenants.

         20. Severability and Substitution of Valid Provisions. To the extent
that any provision or language of this Agreement is deemed unenforceable, by
virtue of the scope of the business activity prohibited or the length of time
the activity is prohibited, Employer and Employee agree that this Agreement
shall be enforced to the fullest extent permissible under the laws and public
policies of the State of Georgia.

         21. Extension of Periods. Each of the time periods described in this
Agreement shall be automatically extended by any length of time during which
Employee is in breach of the corresponding covenant contained herein. The
provisions of this Agreement shall continue in full force and effect throughout
the duration of the extended periods.

         22. Reasonable Restraint. It is agreed by the parties that the
foregoing covenants in this agreement are necessary for the legitimate business
interests of Employer and impose a reasonable restraining on Employee in light
of the present and proposed activities and business of Employer on the date of
the execution of this Agreement. Employee acknowledges that strict enforcement
of the covenants contained herein will cause no hardship to either Employee or
his family.

         23. Withholding of Taxes. Employer may withhold from any amounts
payable to Employee under this Agreement all federal, state, city or other taxes
and withholdings as shall be required pursuant to any applicable law, rule or
regulation.

         24. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if given in writing and sent by registered or
certified mail to his residence in the case of Employee or to its principal
office in the case of Employer.


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         25. Assignment. The rights and obligations of the parties to this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of Employer. This Agreement shall not be terminated by any merger or
consolidation whether or not Employer is the consolidated or surviving
corporation or by transfer of all or substantially all of the assets of Employer
to another corporation if there is a surviving or resulting corporation in such
transfer. This Agreement may not be assigned by Employee.

         26. Severability. It is not the intent of any party hereto to violate
any public policy of any jurisdiction in which this Agreement may be enforced.
If any provision of this Agreement or the application of any provision hereof to
any person or circumstances is held invalid, unenforceable or otherwise
unlawful, the remainder of this Agreement and the application of such provision
to any other person or circumstances shall not be affected. In addition, the
applicable provision shall be reformed to the extent (and only to the extent)
necessary to make it valid, enforceable and legal.

         27. Entire Agreement. This Agreement supersedes any other agreements,
oral or written, between the parties with respect to the subject matter hereof,
and contains all of the agreements and understandings between the parties with
respect to the employment of Employee by Employer. Any waiver or modification of
any term of this Agreement shall be effective only if it is set forth in writing
signed by all parties hereto.

         28. Gender Neutrality. The terms "he," "him," "his," and "himself,"
where used in this Agreement, shall refer to both the masculine and feminine
genders, as may be appropriate.

         29. 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 Agreement.

         30. Certain Definitions:

                  (a) "Change in Control" shall mean the occurrence during the
Term of any of the following events, unless such event is a result of a
Non-Control Transaction:

                           (i) The individuals who, as of the date of this
                  Agreement, are members of the Board of Directors of the
                  Employer (the "Incumbent Board") cease for any reason to
                  constitute at least fifty percent of the Board of Directors of
                  the Employer; provided, however, that if the election, or
                  nomination for election by the Employer's shareholders, of any
                  new director was approved in advance by a vote of at least
                  fifty percent of the Incumbent Board, such new director shall,
                  for purposes of this Agreement, be considered as a member of
                  the Incumbent Board; provided, further, that no individual
                  shall be considered a member of the Incumbent Board if such
                  individual initially assumed office as a result of either an
                  actual or threatened "Election Contest" (as described in Rule
                  14a-11 promulgated under the Securities Exchange Act of 1934
                  (the "Exchange Act"), or other actual or threatened
                  solicitation of proxies or consents by or on behalf of any
                  person other than the Board of Directors of the Employer (a
                  "Proxy Contest"), including by reason of any agreement
                  intended to avoid or settle any Election Contest or Proxy
                  Contest.

                           (ii) An acquisition (other than directly from the
                  Employer) of any voting securities of the Employer (the
                  "Voting Securities") by any "Person" (as the term "person" is
                  used for purposes of Section 13(d) or 14(d) of the Exchange
                  Act)

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                  immediately after which such Person has "Beneficial
                  Ownership" (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act) of 20% or more of the combined voting power
                  of the Employer's then outstanding Voting Securities;
                  provided, however, that in determining whether a Change in
                  Control has occurred, Voting Securities which are acquired in
                  a Non-Control Acquisition shall not constitute an acquisition
                  which would cause a Change in Control.

                           (iii) Approval by the shareholders of the Employer
                  of: (i) a merger, consolidation, or reorganization involving
                  the Employer; (ii) a complete liquidation or dissolution of
                  the Employer (excluding any liquidation or dissolution of
                  Employer made in connection with a voluntary or involuntary
                  bankruptcy, receivership or insolvency proceeding of Employer
                  or other insolvency of Employer); or (iii) an agreement for
                  the sale or other disposition of all or substantially all of
                  the assets of the Employer to any Person (other than a
                  transfer to a Subsidiary).

                           (iv) A notice of an application is filed with the
                  Office of Comptroller of the Currency (the "OCC") or the
                  Federal Reserve Board or any other bank or thrift regulatory
                  approval (or notice of no disapproval) is granted by the
                  Federal Reserve, the OCC, the Federal Deposit Insurance
                  Corporation, or any other regulatory authority for permission
                  to acquire control of the Employer or any of its banking
                  subsidiaries.

                  (b) "Good Reason" shall mean the occurrence after a Change in
Control of any of the events or conditions described in subsections (i) through
(viii) hereof:

                           (i) a change in the Executive's status, title,
                  position or responsibilities (including reporting
                  responsibilities) which, in the Executive's reasonable
                  judgment, represents an adverse change from his status, title,
                  position or responsibilities as in effect at any time within
                  90 days preceding the date of a Change in Control or at any
                  time thereafter; the assignment to the Executive of any duties
                  or responsibilities which, in the Executive's reasonable
                  judgment, are inconsistent with his status, title, position or
                  responsibilities as in effect at any time within 90 days
                  preceding the date of a Change in Control or at any time
                  thereafter; any removal of the Executive from or failure to
                  reappoint or reelect him to any of such offices or positions,
                  except in connection with the termination of his employment
                  for Disability or Cause, as a result of his death, or by the
                  Executive other than for Good Reason, or any other change in
                  condition or circumstances that in the Executive's reasonable
                  judgment makes it materially more difficult for the Executive
                  to carry out the duties and responsibilities of his office
                  than existed at any time within 90 days preceding the date of
                  Change in Control or at any time thereafter;

                           (ii) a reduction in the Executive's base salary or
                  any failure to pay the Executive any compensation or benefits
                  to which he is entitled within five days of the date due;

                           (iii) the Employer's requiring the Executive to be
                  based at any place outside a 30-mile radius from the executive
                  offices occupied by the Executive immediately prior to the
                  Change in Control, except for reasonably required travel on
                  the Employer's business which is not materially greater than
                  such travel requirements prior to the Change in Control;


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<PAGE>

                           (iv) the failure by the Employer to (A) continue in
                  effect (without reduction in benefit level and/or reward
                  opportunities) any material compensation or employee benefit
                  plan in which the Executive was participating at any time
                  within 90 days preceding the date of a Change in Control or at
                  any time thereafter, unless such plan is replaced with a plan
                  that provides substantially equivalent compensation or
                  benefits to the Executive, or (B) provide the Executive with
                  compensation and benefits, in the aggregate, at least equal
                  (in terms of benefit levels and/or reward opportunities) to
                  those provided for under each other employee benefit plan,
                  program and practice in which the Executive was participating
                  at any time within 90 days preceding the date of a Change in
                  Control or at any time thereafter;

                           (v) the insolvency or the filing (by any party,
                  including the Employer) of a petition for bankruptcy of the
                  Employer, which petition is not dismissed within 60 days;

                           (vi) any material breach by the Employer of any
                  material provision of this Agreement;

                           (vii) any purported termination of the Executive's
                  employment for Cause by the Employer which does not comply
                  with the terms of this Agreement; or

                           (viii) the failure of the Employer to obtain an
                  agreement, satisfactory to the Executive, from any successor
                  or assign to assume and agree to perform this Agreement.

         Any event or condition described in clause (i) through (viii) above
which occurs prior to a Change in Control but which the Executive reasonably
demonstrates (A) was at the request of a third party, or (B) otherwise arose in
connection with, or in anticipation of, a Change in Control which actually
occurs, shall constitute Good Reason for purposes of this Agreement,
notwithstanding that it occurred prior to the Change in Control. The Executive's
right to terminate his employment for Good Reason shall not be affected by his
incapacity due to physical or mental illness.

                  (c) "Non-Control Transaction" shall mean a transaction
described below:


                           (i) the shareholders of the Employer, immediately
                  before such merger, consolidation or reorganization, own,
                  directly or indirectly, immediately following such merger,
                  consolidation or reorganization, at least 50% of the combined
                  voting power of the outstanding voting securities of the
                  corporation resulting from such merger, consolidation or
                  reorganization (the "Surviving Corporation") in substantially
                  the same proportion as their ownership of the Voting
                  Securities immediately before such merger, consolidation or
                  reorganization; and

                           (ii) immediately following such merger, consolidation
                  or reorganization, the number of directors on the board of
                  directors of the Surviving Corporation who were members of the
                  Incumbent Board shall at least equal the number of directors
                  who were affiliated with or appointed by the other party to
                  the merger, consolidation or reorganization.

                  (d) "Notice of Termination" shall mean a written notice of
termination from the Employer or the Executive which specifies an effective date
of termination, indicates the specific termination provision in this Agreement
relied upon, and sets forth in reasonable detail the facts and

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<PAGE>

circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written on this _____ day of __________, 2001.



                                   FIRST SOUTHERN BANCORP



[CORPORATE SEAL]                   By: /s/ F. Thomas David
                                       ---------------------------------------
                                      Name:  F. Thomas David
Attest:                               Title: Chief Executive Officer & President


/s/ Charles Robert Fennell, Jr.
--------------------------------------
Charles Robert Fennell, Jr., Secretary


                                    EMPLOYEE



                                    /s/ Christopher T. Cliett (L.S.)
                                    --------------------------------------------
                                    Christopher T. Cliett





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