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                                                                      EXHIBIT 10


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 14th day of
July, 2000, by and among THE BANC CORPORATION, a Delaware corporation (the
"Company"), THE BANK, an Alabama banking corporation and wholly-owned subsidiary
of the Company (the "Bank"), and LARRY R. MATHEWS, an individual resident of
Alabama (the "Executive").

                  RECITALS:

         WHEREAS, the Company desires to employ the Executive as Chief Executive
Officer and Chairman of the Board of the Bank on the terms and conditions
hereinafter set forth; and

         WHEREAS, the Executive desires to accept such employment on the terms
and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:

         1.       Employment. The Company shall employ the Executive, and the
Executive shall serve the Company, as Chief Executive Officer and Chairman of
the Board of the Bank, and any other position agreed upon by the parties, upon
the terms and conditions set forth herein. The Executive shall have such
authority and responsibilities consistent with his position and which may be set
forth in the Bank"s bylaws or assigned by the Company's Board of Directors from
time to time. The Executive shall devote his business time, attention, skill and
efforts to the performance of his duties hereunder, except during periods of
illness or periods of vacation and leaves of absence consistent with Company
policy. The Executive may devote reasonable periods of time to serve as a
director or advisor to other organizations, to charitable and community
activities and to managing his personal investments, provided that such
activities do not materially interfere with the performance of his duties
hereunder and are not in conflict or competitive with, or adverse to, the
interests of the Company. The Company shall use its best efforts to create an
additional seat on the Board of Directors of the Company and to cause the
Executive to be elected to fill such seat, and if elected, the Executive shall
serve as member of the Board of Directors of the Company.

         2.       Term. Unless earlier terminated as provided herein, the
Executive's employment under this Agreement shall be for a continuing term (the
"Term") of three years which shall be extended automatically (without further
action of the Company or the Executive) each day for an additional day so that
the remaining term shall continue to be three years; provided that either party
may at any time, by written notice to the other, fix the Term to a finite term
of three years, without further automatic extension, commencing with the date of
such notice.

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         3.       Compensation and Benefits.

                  (a)      Executive shall receive a base salary of $215,000 per
annum, pro rated for work done pursuant to this Agreement between the date of
its signing and December 31, 2000. The base salary shall be paid monthly.
Beginning January 1, 2001, the Company shall pay the Executive a salary at a
rate of not less than $215,000 per annum for the first full calendar year of
this Agreement (through December 31, 2001), $225,000 per annum for the second
full calendar year of this Agreement (through December 31, 2002) and $240,000
per annum for the third full calendar year of this Agreement (through December
31, 2003); provided, however, that in the event of a Change in Control, the
Executive's base salary shall be the greater of $240,000 or the Executive"s then
current base salary beginning on the date the Change in Control takes effect.
Notwithstanding the foregoing, if a Change in Control occurs prior to December
31, 2002, for purposes of calculating the Change in Control Payment required to
be made to the Executive under Section 3(i) of this Agreement, the Executive"s
base salary shall be deemed to be the greater of $240,000 or the Executive"s
then current base salary. The Company's Board of Directors (or its compensation
committee) shall review the Executive's salary at least annually and may
increase the Executive's base salary if it determines in its sole discretion
that an increase is appropriate. The Company shall also pay to the Executive
Director"s fees for serving on the Board of Directors of the Bank and, if
elected, on the Board of Directors of the Company.

                  (b)      The Executive shall participate in a management
incentive program and shall receive quarterly payments of ten percent (10%) of
his annual base salary then in effect. (For example, in the calendar year 2001
the Executive shall be entitled to receive a payment of $21,500 on each of March
31, June 30, September 30, and December 31, 2001). The first quarterly bonus
payment shall be due September 30, 2000 for the quarter then ended, and shall be
pro-rated for the number of days the Executive actually worked during such
quarter. In addition, the Company's Board of Directors shall annually consider
the Executive's performance, and determine if any additional bonus is
appropriate.

                  (c)      The Executive is hereby granted a stock option (the
"Option") to acquire seventy-five thousand (75,000) shares of the common stock
of the Company, par value $0.001 per share, pursuant to and in accordance with
the terms and conditions of the Amended and Restated 1998 Stock Incentive Plan
of The Banc Corporation. The exercise price of the Option shall be $6 5/16
per share, which is not less than the fair market value of a share of common
stock of the Company as of the date of the grant. The Option shall vest
according to the following schedule: (i) 20% shall vest immediately upon
execution of this Agreement; (ii) 20% shall vest on the first anniversary of the
execution of this Agreement; (iii) 20% shall vest on the second anniversary of
the execution of this Agreement; (iv) 20% shall vest on the third anniversary of
the execution of this Agreement; and (v) 20% shall vest on fourth anniversary of
the execution of this Agreement. The expiration date of the Option is July 13,
2010. In addition, the Executive shall be entitled to participate in and be
eligible for the grant of stock options, restricted stock and other awards under
any other stock option or similar plan the Company may adopt in the future.

                  (d)      The Executive shall participate in all retirement,
welfare, deferred compensation, life and health insurance and other benefit
plans or programs of the Company now or hereafter applicable to the Executive or
applicable generally to employees of the Company or to a class of employees that
includes senior executives of the Company, whether or


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not Executive is covered under any similar plan or plans, the premium or
provision of which are paid by third parties. During any period during the Term
that the Executive is subject to a Disability, and during the 180 day period of
physical or mental infirmity leading up to the Executive's Disability, the
amount of the Executive's compensation provided under this Section 3 shall be
reduced by the sum of the amounts, if any, paid to the Executive for the same
period under any disability benefit or pension plan of the Company. The Company
shall purchase a life insurance policy in the face amount of $1,000,000 and
disability insurance with a benefit of up to a maximum of $25,000 per month,
assuming Executive qualifies for such an amount of disability insurance under
such benefit programs or plans. Executive shall also be reimbursed by the
Company up to $10,000 per annum for medical expenses not covered by insurance.

                  (e)      The Company shall provide to the Executive an
automobile owned or leased by the Company of a make and model appropriate to the
Executive's status or, in lieu thereof, shall provide the Executive with an
annual allowance of not less than $15,000 to partially cover the cost of the
business use of an automobile owned or leased by the Executive.

                  (f)      The Company shall reimburse the Executive's
reasonable expenses for initiation fees, dues and capital assessments for
athletic, country and dining club memberships currently held by the Executive;
provided that if the Executive during the term of his employment with the
Company ceases his membership in any such clubs and any bonds or other capital
payments made by the Company are repaid to the Executive, the Executive shall
pay over such payments to the Company.

                  (g)      The Company shall reimburse the Executive for travel,
seminar and other expenses related to the Executive's duties which are incurred
and accounted for in accordance with the historic practices of the Company.

                  (h)      Executive shall be entitled to four weeks of paid
vacation per year.

         4.       Termination.

                  (a)      The Executive's employment under this Agreement may
be terminated prior to the end of the Term only as follows:

                           (i)      upon the death of the Executive;

                           (ii)     by the Company due to the Disability of the
Executive upon delivery of a Notice of Termination to the Executive;

                           (iii)    by the Company for Cause upon delivery of a
Notice of Termination to the Executive;

                           (iv)     by the Executive for Good Reason upon
delivery of a Notice of Termination to the Company after any occurrence of a
Change in Control or in the event of a Constructive Termination; and


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                           (v)      by the Executive at any time upon delivery
of ninety (90) days notice to the Company.

                  (b)      If the Executive's employment with the Company shall
be terminated during the Term (i) by reason of the Executive's death, or (ii) by
the Company for Disability or Cause, the Company shall pay to the Executive (or
in the case of his death, the Executive's estate) within fifteen days after the
Termination Date a lump sum cash payment equal to the Accrued Compensation and,
if such termination is other than by the Company for Cause, the Pro Rata Bonus.

                  (c)      If the Executive's employment with the Company shall
be terminated by the Company in violation of this Agreement, by the Executive
for Good Reason or in the event of a Constructive Termination, in addition to
other rights and remedies available in law or equity, the Executive shall be
entitled to the following:

                           (i)      the Company shall pay the Executive in cash
within fifteen days of the Termination Date an amount equal to all Accrued
Compensation and the Pro Rata Bonus;

                           (ii)     the Company shall pay to the Executive in
cash at the end of each of the thirty-six consecutive months following the
Termination Date an amount equal to one-twelfth of the sum of the Base Amount
(including any increases in base salary called for by Section 3(a) of this
Agreement) plus the Bonus Amount (including any increases in bonus amount called
for by Section 3(b) of this Agreement) plus all benefits provided in Section 3
of this Agreement and all Director's fees, including retainers, to which the
Executive would be entitled for the same period, or within 30 days, at the
Executive's option, a lump sum equal to the present value of the payments due
under this paragraph (c)(ii); provided, however, that such lump sum amount shall
be reduced to its net present value assuming an interest rate equal to six
percent (6%) and 36 equal monthly payments commencing on the Termination Date;

                           (iii)    for the period from the Termination Date
through the date that Executive attains the age of 70 (the "Continuation
Period"), the Company shall at its expense continue on behalf of the Executive
and his dependents and beneficiaries the life insurance, disability, medical,
dental and hospitalization benefits provided (x) to the Executive at any time
during the 90-day period prior to the Change in Control or at any time
thereafter or (y) to other similarly situated executives who continue in the
employ of the Company during the Continuation Period. The coverage and benefits
(including deductibles and costs) provided in this Section 4(c)(iii) during the
Continuation Period shall be no less favorable to the Executive and his
dependents and beneficiaries than the most favorable of such coverages and
benefits during any of the periods referred to in clauses (x) and (y) above. The
Company's obligation hereunder with respect to the foregoing benefits shall be
limited to the extent that the Executive obtains any such benefits pursuant to a
subsequent employer's benefit plans, in which case the Company may reduce the
coverage of any benefits it is required to provide the Executive hereunder as
long as the aggregate coverages and benefits of the combined benefit plans are
no less favorable to the Executive than the coverages and benefits required to
be provided hereunder. This Section 4(c)(iii) shall not be interpreted so as to
limit any benefits to which the Executive or his dependents or beneficiaries may
be entitled under any of the Company's


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employee benefit plans, programs or practices following the Executive's
termination of employment, including without limitation, retiree medical and
life insurance benefits; and

                           (iv)     the restrictions on any outstanding
incentive awards (including stock options) granted to the Executive under any
Company's stock option plan, including the Option granted to the Executive
pursuant to Section 3(c) of this Agreement, or under any other incentive plan or
arrangement shall lapse and such incentive award shall become 100% vested, all
stock options and stock appreciation rights granted to the Executive shall be
immediately exercisable and shall be 100% vested. The period in which Executive
may exercise any option granted shall be the full term of such option.

                  (d)      The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, and no such payment shall be offset or reduced by the amount of
any compensation or benefits provided to the Executive in any subsequent
employment except as provided in Section 4(c)(iii) of this Agreement.

                  (e)      In the event that any payment or benefit (within the
meaning of Section 280 G(b)(2) of the Internal Revenue Code of 1986, as amended
(the "Code")) to the Executive (or for his benefit) paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise in connection with, or arising out of, his relationship with the
Company or a change in ownership or effective control of the Company or of a
substantial portion of its assets (a "Payment" or "Payments"), would be subject
to the excise tax imposed by Section 4999 of the Code, or any interest or
penalties are incurred by the Executive with respect to any such excise or other
taxes (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax" and any other tax
together with any such interest and penalties are herein referred to as "Other
Taxes"), then the Executive will be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the Executive of all
taxes (including any interest or penalties, other than interest and penalties
imposed by reason of the Executive's failure to file timely a tax return or pay
taxes shown due on his return, imposed with respect to such Other Tax and the
Excise Tax), including any Excise Tax or Other Tax imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax or Other Taxes imposed upon the Payments.

                  (f)      The severance pay and benefits provided for in this
Section 4 shall be in lieu of any other severance or termination pay to which
the Executive may be entitled under any Company severance or termination plan,
program, practice or arrangement. The Executive's entitlement to any other
compensation or benefits shall be determined in accordance with the Company's
employee benefit plans and other applicable programs, policies and practices
then in effect.

         5.       Trade Secrets. The Executive shall not, at any time, either
during the Term of his employment or after the Termination Date, if such
Termination is for cause, use or disclose any Trade Secrets of the Company,
except in fulfillment of his duties as the Executive during his employment, for
so long as the pertinent information or data remain Trade Secrets, whether or
not the Trade Secrets are in written or tangible form.


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         6.       Non-competition.

                  (a)      In the event the Executive's employment under this
Agreement shall terminate pursuant to Section 4(a)(iii) of this Agreement during
the Term and the Company has met, or is current with, its obligations under
Section 4 of this Agreement, for one year following such termination, the
Executive shall not, in any county where the Company or its majority-owned
subsidiaries has a bank branch that accepts deposits that are insured by the
Federal Deposit Insurance Corporation ("FDIC") at the time of such termination,
physically work or perform services as a consultant to, or serve as a member of
management or as an employee of a financial institution whose deposits are
insured by the FDIC. Bank branches of Successors and Assigns of the Company
shall not be considered in determining the prohibited geographical area.
Notwithstanding the foregoing, this Section 6 shall not apply at any time after
a Change in Control shall have occurred. Furthermore, it is expressly
acknowledged, agreed and understood that this Section 6 shall not restrict or
prohibit the Executive from advising or acting as a consultant to any financial
institution regarding the sale of such financial institution (or its assets or
liabilities) or the acquisition by any such financial institution of another
financial institution (or its assets or liabilities); provided, that it is
expressly acknowledged and agreed that Executive shall not be permitted to
advise or act as a consultant to any financial institution during the term of
Executive"s employment by the Company under this Agreement.

                  (b)      The parties have entered into this Section 6 in good
faith and for the reasons set forth in the recitals hereto and assume that this
Agreement is legally binding. If, for any reason, this Agreement is not binding
because of its geographical scope or because of its term, then the parties agree
that this Agreement shall be deemed effective to the widest geographical area
and/or the longest period of time (but not in excess of one year) as may be
legally enforceable.

                  (c)      The Executive acknowledges that the rights and
privileges granted to the Company in this Section 6 are of 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 of law, and
that a breach of this Section 6 by the Executive will cause the Company great
and irreparable injury and damage. Accordingly, the Executive hereby agrees that
the Company shall be entitled to remedies of injunction, specific performance or
other equitable relief to prevent a breach of this Section 6 by the Executive.
This provision shall not be construed as a waiver of any other rights or
remedies the Company may have for damages or otherwise.

         7.       Successors; Binding Agreement.

                  (a)      This Agreement shall be binding upon and shall inure
to the benefit of the Company, its Successors and Assigns and the Company shall
require any Successors and Assigns to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession or assignment had taken place.


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                  (b)      Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by the Executive, his
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.

         8.       Fees and Expenses. The Company shall pay all legal fees and
related expenses (including but not limited to the costs of experts, accountants
and counsel) incurred by the Executive as they become due as a result of (a) the
Executive's termination of employment (including all such fees and expenses, if
any, incurred in contesting or disputing any such termination of employment) and
(b) the Executive seeking to obtain or enforce any right or benefit provided by
this Agreement; provided, however, that the circumstances set forth in clauses
(a) and (b) occurred on or after a Change in Control.

         9.       Notice. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Board of Directors with a copy to the Secretary of the Company.
All notices and communications shall be deemed to have been received on the date
of delivery thereof.

         10.      Settlement of Claims. The Company's obligation to make the
payments provided for in this Agreement and to otherwise perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others. The Company may, however,
withhold from any benefits payable under this Agreement all federal, state, city
or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.

         11.      Modification and Waiver. No provisions of this Agreement may
be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by the Executive and the Company. No waiver
by any party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

         12.      Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Alabama
without giving effect to the conflict of laws principles thereof. Any action
brought by any party to this Agreement shall be brought and maintained in a
court of competent jurisdiction in the State of Alabama.

         13.      Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         14.      Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof.


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         15.      Headings. The headings of Sections herein are included solely
for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

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

         17.      Definitions. For purposes of this Agreement, the following
terms shall have the following meanings:

                  (a)      "Accrued Compensation" shall mean an amount which
shall include all amounts earned or accrued through the Termination Date but not
paid as of the Termination Date including without limitation, (i) base salary,
(ii) reimbursement for reasonable and necessary expenses incurred by the
Executive on behalf of the Company during the period ending on the Termination
Date, and (iii) bonuses and incentive compensation, including stock options,
(other than the Pro Rata Bonus).

                  (b)      "Base Amount" shall mean the greater of the
Executive's annual base salary (i) at the rate in effect on the Termination Date
or (ii) at the highest rate in effect at any time during the ninety day period
prior to the Change in Control, and shall include all amounts of his base salary
that are deferred under the qualified and non-qualified employee benefit plans
of the Company or any other agreement or arrangement.

                  (c) "Bonus Amount" shall mean the greater of (i) the most
recent annual bonus paid or payable to the Executive, or, if greater, the annual
bonus paid or payable for the year ended prior to the fiscal year during which a
Change in Control occurred, (ii) the average of the annual bonuses paid or
payable during the three full fiscal years ended prior to the Termination Date
or, if greater, the three full fiscal years ended prior to the Change in Control
(or, in each case, such lesser period for which annual bonuses were paid or
payable to the Executive), or (iii) the bonuses scheduled to be paid quarterly
during the applicable year during the Term under Section 3(a) of this Agreement.

                  (d)      The termination of the Executive's employment shall
be for "Cause" if it is a result of:

                           (i)      any act that (A) constitutes, on the part of
the Executive, fraud, or gross malfeasance of duty and (B) is demonstrably
likely to lead to material injury to the Company or resulted or was intended to
result in direct or indirect material gain to or personal enrichment of the
Executive; or

                           (ii)     the conviction (from which no appeal may be
or is timely taken) of the Executive of a felony; or


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                           (iii)    the suspension or removal of the Executive
by federal or state banking regulatory authorities acting under lawful authority
pursuant to provisions of federal or state law or regulation which may be in
effect from time to time;

                  provided, however, that in the case of clause (i) above, such
conduct shall not constitute Cause:

                           (1)      unless (A) there shall have been delivered
to the Executive a written notice setting forth with specificity the reasons
that the Company's Board of Directors believes the Executive's conduct
constitutes the criteria set forth in clause (i), (B) the Executive shall have
been provided the opportunity to be heard in person by the Company's Board of
Directors (with the assistance of the Executive's counsel if the Executive so
desires), and (C) after such hearing, the termination is evidenced by a
resolution adopted in good faith by two-thirds of the members of the Company"s
Board of Directors (other than the Executive); or

                           (2)      if such conduct (A) was believed by the
Executive in good faith to have been in or not opposed to the interests of the
Company, and (B) was not intended to and did not result in the direct or
indirect gain to or personal enrichment of the Executive.

                  (e)      A "Change in Control" shall mean the occurrence
during the Term of any of the following events:

                           (i)      An acquisition of any voting securities of
the Company or the Bank (the "Voting Securities") by any "Person" (as the term
person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934 (the "1934 Act")) immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 20% or more of the combined voting power of the Company's or the
Bank'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" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A "Non-Control
Acquisition" shall mean an acquisition by (1) an employee benefit plan (or a
trust forming a part thereof) maintained by (x) the Company or (y) any
corporation or other Person of which a majority of its voting power or its
equity securities or equity interest is owned directly or indirectly by the
Company (a "Subsidiary"), (2) the Company or any Subsidiary, or (3) any Person
in connection with a "Non-Control Transaction" (as hereinafter defined).

                           (ii)     The individuals who, as of the date of this
Agreement, are members of the Board of Directors of the Company or the Bank
(each, an "Incumbent Board") cease for any reason to constitute at least
two-thirds of the Board or Directors of the Company or the Bank, as applicable;
provided, however, that if the election, or nomination for election by the
Company's or the Bank's stockholders, of any new director was approved by a vote
of at least two-thirds of the applicable Incumbent Board, such new director
shall, for purposes of this Agreement, be considered as a member of such
Incumbent Board; provided, further, however, that no individual shall be
considered a member of an Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as


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described in Rule 14a-11 promulgated under the 1934 Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or

                           (iii)    Approval by stockholders of the Company of:

                                    (1)      A merger, consolidation or
reorganization involving the Company, unless

                                             (a)      the stockholders of the
Company, immediately before such merger, consolidation or reorganization, own,
directly or indirectly, immediately following such merger, consolidation or
reorganization, at least two-thirds of the combined voting power of the
outstanding voting securities of the corporation resulting from such merger or
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

                                            (b)      the individuals who were
members of the Company"s Incumbent Board immediately prior to the execution of
the agreement providing for such merger, consolidation or reorganization
constitute at least two-thirds of the members of the board of directors of the
Surviving Corporation. (A transaction described in clauses (a) and (b) shall
herein be referred to as a "Non-Control Transaction.");

                                    (2)      A complete liquidation or
dissolution of the Company; or

                                    (3)      An agreement for the sale or other
disposition of all or substantially all of the assets of the Company to any
Person.

                           (iv)     Approval by stockholders of the Bank of:

                                    (1)      A merger, consolidation or
reorganization involving the Bank;

                                    (2)      A complete liquidation or
dissolution of the Bank; or

                                    (3)      An agreement for the sale or other
disposition of all or substantially all of the assets of the Bank to any Person.

                           (v)      Notwithstanding anything contained in this
Agreement to the contrary, if, prior to a Change in Control, the Company
terminates the Executive's employment for any reason other then Cause, and the
Executive reasonably demonstrates that such termination (A) was at the request
of a third party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a Change in Control
(a "Third Party") or (B) otherwise occurred in connection with, or in
anticipation of, a Change in Control which actually occurs, then for all
purposes of this Agreement, the date of a Change in


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Control with respect to the Executive shall mean the date immediately prior to
the date of such termination of the Executive's employment.

                  (f)      "Constructive Termination" shall mean Executive's
voluntary Termination of Service within ninety (90) days following the
occurrence of one or more of the following events, except if such event is
approved in writing by Executive prior to its occurrence:

                           (i)      A material breach of this Agreement by the
Company that is not remedied within thirty (30) business days after receiving
written notification by Executive of such failure; or

                           (ii)     A material reduction in Executive's title or
responsibilities unless replaced with a new title or new responsibilities of
comparable stature or value to the Company within thirty (30) business days.

                  (g)      "Continuation Period" shall have the meaning ascribed
to it in Section 4(c)(iii) of this Agreement.

                  (h)      "Disability" shall mean a physical or mental
infirmity which impairs the Executive's ability to substantially perform his
duties with the Company for a period of 180 consecutive days, as determined by
an independent physician selected with the approval of both the Company and the
Executive; provided, however, that in no event shall the Executive be deemed to
have a Disability for purposes of this Agreement unless and until such time as
the Executive is entitled to receive payments under the disability insurance
policy referred to in the penultimate sentence of Section 3(d) of this
Agreement.

                  (i)      "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
ninety 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 ninety 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, 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 ninety 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;


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                           (iii)    the Company'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 Company's business which is not materially
greater than such travel requirements prior to the Change in Control;

                           (iv)     the failure by the Company 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 ninety 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 ninety 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 Company) of a petition for bankruptcy of the Company, which
petition is not dismissed within sixty days;

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

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

                           (viii)   the failure of the Company to obtain an
agreement, satisfactory to the Executive, from any Successors and Assigns 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.

                  (j)      "Notice of Termination" shall mean a written notice
of termination from the Company 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
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision of indicated.

                  (k)      "Incentive Stock Option Plan" shall mean any
incentive Stock Option Plan adopted by the Company's Board of Directors.


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                  (l)      "Pro Rata Bonus" shall mean an amount equal to the
Bonus Amount multiplied by a fraction the numerator of which is the number of
days in the applicable year through the Termination Date and the denominator of
which is 365.

                  (m)      "Successors and Assigns" shall mean a corporation or
other entity acquiring all or substantially all the assets and business of the
Company (including this Agreement), whether by operation of law or otherwise.

                  (n)      "Termination Date" shall mean, in the case of the
Executive's death, his date of death, and in all other cases, the date specified
in the Notice of Termination.

                  (o)      "Trade Secrets" shall mean any information, including
but not limited to technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, product plans, information on customers, or a
list of actual or potential customers or suppliers, which: (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.




                  [Remainder of Page Intentionally Left Blank]


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and the Executive has signed and sealed this Agreement, effective as
of the date first above written.



                                                       THE BANK

                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Its:
                                          -------------------------------------


                                                  THE BANC CORPORATION


                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Its:
                                          -------------------------------------



ATTEST:

------------------------------------
Corporate Secretary

(CORPORATE SEAL)


                                     EXECUTIVE:

                                     ------------------------------------------
                                                  Larry R. Mathews
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