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                                                                    EXHIBIT 10.7

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into as of the date below written by
and between The Banc Corporation (the "Holding Company"), a Delaware
corporation, and Terry DuBose ("Mr. DuBose"), an individual resident of Panama
City Beach, Florida.

                                   WITNESSETH:

         WHEREAS, the Holding Company is the sole shareholder of Emerald Coast
Bank (the "Bank"); and 

         WHEREAS, the Bank shall conduct all of the business of the Holding
Company in the State of Florida; and 

         WHEREAS, the Holding Company and the Bank desire to secure the services
of Mr. DuBose pursuant to the terms of this Agreement; and

         WHEREAS, Mr. DuBose desires to serve the Holding Company and the Bank
pursuant to the terms of this Agreement;

         NOW THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged and accepted, the parties hereto
agree as follows:

         1. Employment. The Holding Company hereby agrees to cause the Bank to
employ Mr. DuBose and Mr. DuBose hereby accepts employment to serve as Chairman
of the Board and Chief Executive Officer of the Bank and the Holding Company
hereby employs Mr. DuBose as Vice Chairman of the Holding Company, all upon the
terms and conditions set forth in this Agreement.





                                      
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         2. Chairman of the Board and Chief Executive Officer of the Bank.

                  a. Term. Mr. DuBose's employment hereunder as Chairman of the
         Board and Chief Executive Officer of the Bank shall begin on the date
         hereof. The term of Mr. DuBose's employment shall continue for a period
         of three (3) years from such date (the "Term"), subject to earlier
         termination pursuant to Section 6 below and subject to extension as
         follows: At the end of each calendar day during the initial three-year
         term or any extension of this Agreement, the Term shall automatically
         be extended for an additional calendar day, unless either party gives
         written notice to the other of intent not to extend this Agreement
         thereafter, in which event this Agreement shall terminate on the third
         anniversary following such notice.

                  b. Duties and Responsibilities. As Chairman of the Board and
         Chief Executive Officer, Mr. DuBose (i) shall faithfully perform such
         executive services and duties as are reasonably necessary to conduct
         the business of the Bank, subject to the direction of policies
         established by the Board of Directors of the Bank (the "Bank Board");
         (ii) shall devote his time, attention and energies on a full-time basis
         as is reasonably required in the performance of his duties hereunder,
         including any duties he may hereafter become obligated to perform as an
         officer or a member of the Board of Directors of the Holding Company;
         provided, however, that with approval of the Bank Board, from time to
         time Mr. DuBose may serve, or continue to serve, on the boards of
         directors of, and hold any other offices or positions in, companies or
         organizations, which, in such Board's judgment, will not present any
         material conflict of interest with the Holding Company or any of its
         subsidiaries or affiliates or divisions, or unfavorably affect the
         performance of Mr. DuBose's duties pursuant to this Agreement, or will
         not 



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        violate any applicable statute or regulation; (iii) shall assume,
        perform and discharge such duties and responsibilities assigned to him
        by the Bank; (iv) shall not, without the prior written consent of the
        Bank Board, engage in any other profit-making activities, except for
        passive investments which shall consume only a nominal amount of his
        time.

                  c. Authority. As Chairman of the Board and Chief Executive
         Officer of the Bank, Mr. DuBose shall report and be responsible only to
         the Bank Board. Subject to the direction of the Board of Directors of
         the Bank, Mr. DuBose shall have full management discretion with regard
         to the operations of the Bank, including by way of illustration and
         without limitation, authority to hire, compensate and terminate all
         other employees of the Bank.

                  d. Directorships. The Holding Company shall cause Mr. DuBose
         to be elected to the Board of Directors of the Holding Company and the
         Bank. The Holding Company shall also cause Mr. DuBose to be elected as
         Vice Chairman of the Board of Directors of the Holding Company, with
         reporting authority to the Chairman of the Board of the Holding Company
         and to the Holding Company Board of Directors.

                  e.       Compensation.

                           (i)   Remuneration. The Bank and the Holding Company
                  shall pay Mr. DuBose an aggregate annual remuneration of not
                  less than Two Hundred Thirty-five Thousand Dollars
                  ($235,000.00) per year, payable $60,000 by the Holding Company
                  and $175,000 by the Bank, commencing as of the effective date
                  of this Agreement, payable to Mr. DuBose in such installments
                  as salary payments are customarily made to executives of the
                  Bank. Mr. DuBose shall also be entitled to an annual incentive
                  bonus payable by the Bank of not less than the 


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                  sum of $25,000 ("Bonus Payments") provided certain agreed upon
                  financial targets are met. Mr. DuBose's salary shall be
                  subject to periodic review by the Bank Board, which review
                  shall be consistent with the Holding Company's policies
                  regarding salary increases for executives of subsidiaries
                  serving in positions comparable to that of Mr. DuBose and
                  shall take into account Mr. DuBose's level of responsibility
                  and job performance. Mr. DuBose's base salary shall not be
                  subject to any decreases.

                           (ii)  Discretionary Compensation. Mr. DuBose shall be
                  entitled to such discretionary compensation, stock options,
                  and deferred compensation, if any, as may be made available
                  from time to time to executives of the Bank or of the Holding
                  Company serving in positions comparable to that of Mr. DuBose,
                  all as may be declared or authorized from time to time by the
                  Board of the Bank or of the Holding Company.

                           (iii) Payment of Club Fees, Etc. The Holding Company
                  shall pay Mr. DuBose such additional amounts as may be
                  necessary to reimburse him for such reasonable club initiation
                  fees and dues as are approved by the Bank.

                           (iv)  Participation in Benefit Plans. Mr. DuBose 
                  shall be entitled to participate in any and all health,
                  disability, bonus, retirement, stock option or stock purchase
                  plan and any other present or future employee benefit plan or
                  program as may be made available from time to time to
                  executives of subsidiaries of the Holding Company.

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                  f. Vacation. Mr. DuBose shall be entitled to three (3) weeks
         of vacation with pay (or such greater amount of time as may be approved
         from time to time by the Bank Board) during each calendar year.

                  g. Reimbursement of Expenses and Automobile. The Bank shall
         pay or reimburse Mr. DuBose for all reasonable travel and other
         expenses incurred by Mr. DuBose in the performance of his obligations
         under this Agreement. The Bank shall provide Mr. DuBose an automobile
         for his use.

                  h. Life Insurance. The Holding Company shall pay or provide
         for the payment of the premiums on that certain life insurance policy
         owned by Mr. DuBose on Mr. DuBose's life which is in effect on the date
         hereof and which had a face amount of ________________ ________________
         ($__________) as of the date of this Agreement. 

         3.       Benefits Payable Upon Disability or Death.

                  a. Disability Benefits. In the event of the Disability (as
         hereinafter defined) of Mr. DuBose during the term of this Agreement,
         the Bank shall pay Mr. DuBose a monthly disability benefit based upon
         his monthly salary at the time he became disabled until the earlier of
         the date Mr. DuBose is no longer subject to a disability or until he
         attains age sixty-five (65), and shall continue to pay or provide for
         the payment of the premiums on that certain life insurance policy as
         provided in Section 2(h) hereof for the period described in this
         Section 3(a).

                  As used in this Agreement, the term "disability" shall mean
         the complete inability of Mr. DuBose to perform his duties under this
         Agreement as determined by an independent physician selected with the
         approval of the Bank and Mr. DuBose, unless otherwise defined in any
         disability insurance policy maintained on Mr. DuBose.

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                  b. Services During Disability. During the period during which
         Mr. DuBose is entitled to receive payments under Section 3(a), Mr.
         DuBose shall, to the extent that he is physically and mentally able to
         do so, furnish information and assistance to the Bank, and, in
         addition, upon reasonable request in writing on behalf of the Bank
         Board, or an executive officer designated by such Board, from time to
         time, make himself available to the Bank to undertake reasonable
         assignments consistent with the dignity, importance, and scope of his
         prior position and his physical and mental health. During such period
         of service, Mr. DuBose shall be responsible and report to, and be
         subject to the supervision of, the Bank Board or an executive officer
         designated by the Bank Board, as to the method and manner in which he
         shall perform such assignments, subject always to the provisions of
         this Section 3(b), and shall keep such Board, or such executive
         officer, appropriately informed of his progress in each such
         assignment. 

         4. Restriction on Competition and Nonsolicitation of Employees

                  a. Restriction on Competition. Mr. DuBose agrees that during
         his employment as Chairman of the Board and Chief Executive Officer, he
         shall not, without the prior written consent of the Bank Board, either
         directly or indirectly, for himself, as a consultant to, or as a
         management, supervisory or executive employee of any bank or bank
         holding company, perform services or furnish advice related to the
         business of banking to any unaffiliated third party.

                  b. Nonsolicitation of Employees. Mr. DuBose agrees that during
         his employment as Chairman of the Board and Chief Executive Officer, he
         shall not, either directly or indirectly, alone or in any capacity,
         attempt to solicit or induce any person 



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         employed by the Holding Company or the Bank to leave such employment
         for the benefit of any unaffiliated third party. 

         5.       Restriction on Competition and Nonsolicitation of Employees
                  after Termination of Employment.

                  a. Upon termination of Mr. DuBose's employment hereunder for
         Cause (as defined below) during the term of this Agreement, or upon Mr.
         DuBose's resignation, Mr. DuBose shall not directly or indirectly,
         within any county in which the Holding Company is doing business at the
         time of termination or resignation, become employed or associated as an
         officer, director, consultant or in any other capacity, in any business
         which is in competition with the Bank, nor will Mr. DuBose, directly or
         indirectly, render any services to or solicit the business of any
         person or entity to which the Bank rendered service during his
         employment under this Agreement, nor will Mr. DuBose, directly or
         indirectly, employ or seek to employ any person who is employed by the
         Holding Company or any of its subsidiaries (including the Bank), nor
         shall Mr. DuBose induce any such person to leave employment with the
         Holding Company or the Bank. This covenant shall be binding upon Mr.
         DuBose for a period of one (1) year from the date of the termination of
         his employment for Cause, or the date of Mr. DuBose's resignation,
         whichever is the case. For the purpose of this Agreement, the following
         businesses shall be considered as being businesses in competition with
         the Holding Company:

                  (i)      any state or federally chartered bank or savings and
                           loan association (whether stock or mutual);

                  (ii)     any industrial bank or savings bank; 

                  (iii)    any credit union;


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                  (iv)     any bank holding company; or

                  (v)      any branch or subsidiary of any of the foregoing.

                  b. Mr. DuBose, the Bank and the Holding Company have entered
         into this Agreement in good faith in connection with the acquisition of
         the Bank by the Holding Company, believing the same to be valid and
         enforceable. Mr. DuBose acknowledges (i) that the rights and privileges
         granted to the Bank and the Holding Company in this Agreement are of a
         special and unique character which gives them a peculiar value, the
         loss of which may not be reasonably or adequately compensated for by
         damages in an action at law, and (ii) that a breach thereof by Mr.
         DuBose will cause the Bank and the Holding Company great and
         irreparable injury and damage.

                  Accordingly, Mr. DuBose hereby agrees that the Bank and the
         Holding Company shall be entitled to remedies of injunction, specific
         performance and other equitable relief to prevent or cure a breach of
         the agreements contained in this Agreement. This provision shall not be
         construed as a waiver of any other rights or remedies the Bank or the
         Holding Company may have for damages or otherwise.

                  c. In the event any provision or portion of this Agreement is
         deemed to be invalid or unenforceable, in whole or in part, for any
         reason, the remainder thereof shall not be invalidated or rendered
         unenforceable or otherwise adversely affected. Without limiting the
         generality of the foregoing, if the provisions of the preceding
         paragraphs of this Section 5 shall be deemed to create a restriction
         which is unreasonable as to duration or geographical area, any or all,
         the parties agree that the provisions of this Agreement shall be
         enforceable for such duration and in such geographical area as any
         court of competent jurisdiction may determine to be reasonable. 

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         6.       Termination of Employment as Chairman of the Board and Chief
                  Executive Officer.

                  a.       Resignation.

                           (i) Mr. DuBose may resign his employment hereunder as
                  Chairman of the Board and Chief Executive Officer without
                  "Good Reason" at any time during the term of this Agreement by
                  giving written notice to the Bank Board and the Chairman of
                  the Holding Company Board, in which event neither the Bank nor
                  the Holding Company shall have any further obligation to Mr.
                  DuBose.

                           (ii) Mr. DuBose may resign his employment hereunder
                  as Chairman of the Board and Chief Executive Officer with
                  "Good Reason" at any time during the term of this Agreement.
                  As used herein, "Good Reason" shall mean a material breach of
                  this Agreement by the Bank or the Holding Company (including
                  any material diminution in compensation or responsibilities),
                  in which event the Bank shall be required to continue to meet
                  its obligation to Mr. DuBose under Section 2 for a period of
                  three (3) years from the effective date of the termination.

                  b.       Termination.

                           (i) The Holding Company may terminate, without cause,
                  Mr. DuBose's employment hereunder as Chairman of the Board and
                  Chief Executive Officer at any time during the term of this
                  Agreement by giving written notice to Mr. DuBose, in which
                  event the Holding Company and the Bank shall be required to
                  continue to meet its obligations to Mr. DuBose under Section 2
                  hereof for a period of three (3) years following the delivery
                  of the notice.


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                           (ii) The Holding Company may terminate Mr. DuBose's
                  employment hereunder as Chairman of the Board and Chief
                  Executive Officer with "Cause" at any time during this
                  Agreement. As used herein, the termination of Mr. DuBose's
                  employment for "Cause" shall include termination because of
                  Mr. DuBose's personal dishonesty; act(s) of moral turpitude;
                  gross negligence; willful misconduct with respect to his
                  duties hereunder; willful violation of any law, rule, or
                  regulation which, in the reasonable opinion of the Board of
                  Directors of the Bank, would materially impair Mr. DuBose's
                  ability to perform his duties under this Agreement or would
                  have a material adverse effect on the business of the Holding
                  Company or the Bank; material breach of any provision of this
                  Agreement; or Mr. DuBose's removal and permanent prohibition
                  from participating in the conduct of the affairs of the Bank
                  by an order issued by any governmental agency having
                  jurisdiction over the Bank. 

                  c.       Further Obligations. Upon resignation by Mr. DuBose
         pursuant to Section 6(a)(i), and upon termination of Mr. DuBose for
         Cause pursuant to Section 6(b)(ii) of this Agreement, the Bank and
         Holding Company shall have no further obligation to Mr. DuBose or his
         personal representative, except for (i) compensation accrued hereunder
         and unpaid at the effective date of such termination, (ii) any accrued
         deferred compensation benefits to which Mr. DuBose would have been
         entitled upon such termination if this Agreement had never existed.
         Upon the resignation or termination of by Mr. DuBose from his position
         as Chairman of the Board and Chief Executive Officer of the Bank,
         pursuant to this Section 6, Mr. Dubose's service as Vice Chairman of
         the Holding Company shall also cease.

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         7.       Change in Control.

                  a. Upon occurrence of a Change in Control, the Bank shall pay
         to Mr. DuBose as severance pay and liquidated damages an amount equal
         to Average Monthly Compensation (as hereinafter defined) for a period
         of thirty-six (36) consecutive months, and shall continue to provide to
         Mr. DuBose during such period the benefits specified in Section 2, in
         addition to any benefits or continuation coverage mandated by law. Such
         amounts shall be paid at the same frequency as Mr. DuBose's then base
         salary is paid. As used herein, the term "Average Monthly Compensation"
         shall mean the quotient determined by dividing by twelve (12) the
         highest aggregate annual compensation (i.e., base salary and bonus)
         received by the Executive during the preceding three (3) consecutive
         twelve-month periods during which the Executive has been employed by
         the Bank.

                  Notwithstanding any other provisions to this Agreement, if the
         aggregate of the payments provided for in this Agreement and the other
         payments and benefits which Mr. DuBose has the right to receive from
         the Bank (the "Total Payments") would constitute a "parachute payment,"
         as defined in Section 280G(b)(2) of the Internal Revenue Code, Mr.
         DuBose shall receive the Total Payments unless the (a) after-tax amount
         that would be retained by Mr. DuBose (after taking into account all
         federal, state and local income taxes payable by Mr. DuBose and the
         amount of any excise taxes payable by Mr. DuBose under Code Section
         4999 that would be payable by Mr. DuBose (the "Excise Taxes") ) if he
         were to receive the Total Payments has a lesser aggregate value than
         (b) the after-tax amount that would be retained by Mr. DuBose (after
         taking into account all federal, state and local income taxes payable
         by Mr. DuBose) if he were 



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         to receive the Total Payments reduced to the largest amount as would
         result in no portion of the Total Payments being subject to any Excise
         Taxes (the "Reduced Payments"), in which case Mr. DuBose shall be
         entitled only to the Reduced Payments. If Mr. DuBose is to receive the
         Reduced Payments, he shall be entitled to determine which of the Total
         Payments, and the relative portions of each, are to be reduced.

                  b.       As used herein, a "Change in Control" shall mean any
         one of the following events: 

                           1. the acquisition by any person or persons acting in
                  concert of the then outstanding voting securities of the
                  Holding Company or the Bank, if, after the transaction, the
                  acquiring person (or persons) owns, controls or holds with
                  power to vote twenty-five percent (25%) or more of any class
                  of voting securities of the Holding Company or the Bank or
                  such other transaction as may be described under 12 C.F.R.
                  Section 225.41(b)(1) or any successor thereto;

                           2. within any twelve (12) month period (beginning on
                  or after the Effective Date), the persons who were directors
                  of the Holding Company or the Bank immediately before the
                  beginning of such twelve (12) month period (the "Incumbent
                  Directors") shall cease to constitute at least a majority of
                  such Board of Directors; provided, that any director who was
                  not a Director as of the Effective Date shall be deemed to be
                  an Incumbent Director if that Director was elected to such
                  Board of Directors by, or on the recommendation of, or with
                  the approval of, at least two-thirds (2/3) of the Directors
                  who then qualified as Incumbent Directors; and provided
                  further, that no Director whose initial assumption of office
                  is in connection with an actual or threatened election contest
                  (as such terms 



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                  are used in Rule 14a-11 of Regulation 14A promulgated under
                  the Securities Exchange Act of 1934) relating to the election
                  of Directors shall be deemed to be an Incumbent Director;

                           3. the approval by the stockholders of the Holding
                  Company or the Bank of a reorganization, merger or
                  consolidation, with respect to which persons who were the
                  stockholders of the Holding Company or the Bank immediately
                  prior to such reorganization, merger or consolidation do not,
                  immediately thereafter, own more than fifty percent (50%) of
                  the combined voting power entitled to vote in the election of
                  Directors of the reorganized, merged or consolidated company's
                  then outstanding voting securities; or

                           4. the sale, transfer or assignment of all or
                  substantially all of the assets of the Holding Company or the
                  Bank to any third party. 

                  "Change in Control" shall not include The Bank Corporation's
         or the Bank's acquisition of Commerce Bank of Alabama, First Citizens
         Bancorp, City National Corporation or Commercial Bancshares of Roanoke,
         Inc.

         8.       Covenants.

         The covenants of Mr. DuBose set forth in Sections 4 and 5 above are of
the essence of this Agreement. Each of such covenants shall be deemed and shall
be construed as a separate and independent covenant, and should any party or
provision of any of such covenants be declared invalid by a court of competent
jurisdiction, such invalidity shall in no way render invalid or unenforceable
any other part or provision thereof or any separate covenant of Mr. DuBose not
declared invalid. The covenants in Sections 4 and 5 above shall terminate upon a
Change in Control.

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         9.       Notices.

         Any notice required or permitted to be given to Mr. DuBose pursuant to
this Agreement shall be sufficiently given if sent by first-class mail to Mr.
DuBose's home address, 4321 Jan Cooley Drive, Panama City, Florida 32411, or if
hand-delivered to Mr. DuBose. Any notice required or permitted to be given to
the Holding Company pursuant to this Agreement shall be sufficiently given if
sent to the Bank by first-class mail to its main office or if hand-delivered to
the President, with a copy to the Holding Company, Attention: Chairman of the
Board.

         10.      Miscellaneous.

                  a. Assignment. The assignment by Mr. DuBose of this Agreement
         or any interest herein, or of any money due or to become due by reason
         of the terms hereof, without the prior written consent of the Holding
         Company or the Bank, shall be void. The rights and obligations of the
         Holding Company and the Bank hereunder shall inure to the benefit of
         and shall be binding upon the successors and assigns of the Holding
         Company and the Bank. The Bank is not a party to this Agreement;
         however, the Holding Company shall use its best efforts to cause the
         Bank to fulfill its obligations hereunder. If the Bank shall fail to
         perform any obligation hereunder, the Holding Company shall be
         responsible for the performance or payment of any such obligation of
         the Bank.

                  b. Entire Agreement. This Agreement embodies the entire
         agreement of the parties hereto relating to the subject matter hereof.
         No amendment or modification of this Agreement shall be valid or
         binding upon the Holding Company or the Bank unless made in writing and
         signed by a duly authorized officer of the Holding Company and the
         Bank, 



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         nor shall any amendment or modification of this Agreement be valid or
         binding upon Mr. DuBose unless made in writing and signed by him.

                  c. Waiver. The waiver by one party of a breach of any
         provision(s) of this Agreement by the other party shall not operate or
         be construed as a waiver of any subsequent breach of the same or any
         other provision by the other party.

                  d. Application of Florida Law. This Agreement shall be
         construed in accordance with the laws of the State of Florida.

                  e. Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original and all of
         which together shall constitute one and the same Agreement. 



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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
have affixed their seals hereto this 12th day of February, 1999.

                                THE BANC CORPORATION


                                By: /s/ James A. Taylor    
                                   ----------------------------------------
                                Title: Chairman and Chief Executive Officer
                                      -------------------------------------

Attest:  
       ---------------------
       [CORPORATE SEAL]

                                          /s/ Terry DuBose                (Seal)
                                          ---------------------------------
                                          TERRY DuBOSE


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