Exhibit 10.5


                         FOUR OAKS BANK & TRUST COMPANY

                              AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

     THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT  AGREEMENT  ("Agreement") is
entered into as of this 11th day of December, 2008 by and between FOUR OAKS BANK
& TRUST COMPANY, a North Carolina banking corporation (the "Bank"),  and JEFF D.
POPE ("Employee").

                              W I T N E S S E T H :

     WHEREAS,  the Bank and  Employee  are  parties to an  Executive  Employment
Agreement  dated  October  23,  1995  ("Employment  Agreement")  and a Severance
Compensation   Agreement  dated  October  23,  1995   ("Severance   Compensation
Agreement"); and

     WHEREAS,  the Bank and Employee  desire to amend and restate the Employment
Agreement as provided herein to incorporate  the  substantive  provisions of the
Severance  Compensation  Agreement  and to make certain  other  revisions and to
terminate the Severance Compensation Agreement; and

     WHEREAS, the Bank desires that Employee continue as an Employee of the Bank
and continue to serve as Executive Vice President, Branch Administrator; and

     WHEREAS,  Employee desires to continue to be an employee of the Bank and to
continue to serve as Executive Vice President, Branch Administrator;

     NOW,  THEREFORE,  in  consideration  of the  promises  and  of  the  mutual
covenants contained in this Agreement, the Bank and Employee agree as follows:

     1.  Employment.  Employee shall serve the Bank as Executive Vice President,
Branch Administrator with such duties,  responsibilities and authorities of such
office as may be assigned  to him and as are  customarily  associated  with such
office.

     2. Term.  The  original  term of this  Agreement  shall be for the one year
period  commencing on the date of this Agreement and terminating one year later,
unless earlier terminated as set forth in this Agreement. Upon the expiration of
the original term or any extension  term,  the term of this  Agreement  shall be
automatically  extended  for an  additional  period of one (1) year  unless such
automatic  extension is declined by either party by written  notice given to the
other party not less than  ninety  (90) days before the end of the then  current
term of this  Agreement.  During any extension term, all terms and provisions of
this Agreement shall be applicable and in full force.

<PAGE>

     3.  Compensation and Benefits.  In consideration of his services during the
term of this Agreement,  Employee shall be paid compensation and benefits by the
Bank as follows:

          (a) Base  Salary.  Employee  will receive an annual base salary of One
Hundred  Forty-Seven  Thousand  Seven  Hundred  Forty-Three  and 04/100  Dollars
($147,743.04)  payable in monthly  installments.  Employee  will be  entitled to
receive such increases in his annual base salary as may be approved by the Board
of Directors of the Bank  ("Board"),  with each such increase  being included in
his annual base salary for all purposes.

          (b) Additional Benefits.  Employee shall be entitled to receive and to
participate,  subject to any eligibility requirements, in all benefits generally
made available to the Bank's officers and also those generally made available to
all  salaried  employees  of the Bank  including,  but not limited to, any bonus
plans,   stock  options,   insurance   benefits,   vacation,   sick  leave,  and
reimbursement  of  expenses  incurred  on  behalf  of the Bank in the  course of
performing duties under this Agreement.

     4. Termination and Compensation  Upon  Termination.  Employee's  employment
under this Agreement shall terminate:

          (a) Upon the death of Employee.

          (b) Upon  written  notice  from the Bank to  Employee  in the event of
Employee's  physical or mental  inability to perform the essential  functions of
his duties for 180  consecutive  days or 180 days  total in any  365-day  period
("Disability")  as  determined  by the Board or a committee  of the Board in its
reasonable discretion and in accordance with applicable law.

          (c)  Immediately  upon  written  notice  from  the Bank for any of the
following reasons which shall constitute "Cause" :

               (i)  the   willful   and   continued   failure  by   Employee  to
substantially  perform his duties  with the Bank  (other  than any such  failure
resulting from his  Disability)  after a demand for  substantial  performance is
delivered  to Employee by the Bank's  Chief  Executive  Officer,  the Board or a
committee of the Board which  specifically  identifies the manner in which he or
it believes that Employee has not substantially performed his duties;

               (ii)  the  willful  engaging  by  Employee  in  gross  misconduct
materially and demonstratively injurious to the Bank; or

               (iii) the conviction of Employee of any crime  involving fraud or
dishonesty.

          (d) Upon  ninety (90) days'  written  notice from the Bank to Employee
for any  reason  other  than  death,  Disability,  or Cause (a  "without  Cause"
termination).

     If  Employee's   employment   is  terminated   pursuant  to  Sections  4(b)
(Disability) or 4(d) (without  Cause) above,  then Employee shall be entitled to
receive an amount equal to his then current  monthly salary (less any applicable
taxes and  withholdings) for the greater of six (6) months or the then remaining
term of this  Agreement,  payable in a lump sum within  thirty  (30) days of the
date of termination of employment.

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<PAGE>

     5. Change in Control.

          (a) Definition of Change in Control. For purposes of this Agreement, a
"Change in Control" means one or more of the following occurrences:

               (i) A corporation, person or group acting in concert as described
in  Section  14(d)(2)  of the  Securities  Exchange  Act  of  1934,  as  amended
("Exchange Act"), holds or acquires  beneficial  ownership within the meaning of
Rule 13d-3  promulgated  under the  Exchange Act of a number of shares of voting
capital  stock of Four Oaks  Fincorp,  Inc.,  the  holding  company  of the Bank
("FOF"),  which constitutes more than  thirty-three  percent (33%) of FOF's then
outstanding shares entitled to vote.

               (ii) The consummation of a merger, share exchange, consolidation,
or  reorganization  involving FOF and any other corporation or other entity as a
result of which less than fifty  percent  (50%) of the combined  voting power of
FOF  or  of  the  surviving  or  resulting  corporation  or  entity  after  such
transaction is held in the aggregate by the holders of the combined voting power
of the outstanding securities of FOF immediately prior to such transaction.

               (iii) All or  substantially  all of the assets of the Bank or FOF
are sold,  leased,  or  disposed  of in one  transaction  or a series of related
transactions.

               (iv) An  agreement,  plan,  contract,  or  other  arrangement  is
entered into  providing for any  occurrence  which as defined in this  Agreement
would constitute a Change in Control.

          (b) Termination Following a Change in Control.

               (i) Employee  shall be entitled to receive  payments and benefits
pursuant to this  Agreement if  Employee's  employment is terminated by the Bank
within two (2) years following a Change in Control without Cause.

               (ii) Employee shall be entitled to receive  payments and benefits
pursuant to this Agreement if Employee  terminates his employment  with the Bank
for "Good Reason"  within two (2) years  following a Change in Control and after
having  given  the  Bank  written  notice  of the  existence  of  the  condition
constituting  Good Reason within  ninety (90) days of its initial  existence and
providing the Bank with a period of at least thirty (30) days to remedy the Good
Reason condition. For purposes of this Agreement, a condition constituting "Good
Reason" shall mean the  occurrence of any of the following  events or conditions
without Employee's consent:

                    (x)  a   change   in   Employee's   authority,   duties   or
responsibilities  (including  reporting  responsibilities)  which  represents  a
material adverse change from his authority, duties or responsibilities in effect
immediately prior thereto;

                    (y) a material reduction in Employee's base salary; or

                    (z) the Bank's  requiring  Employee to be based at any place
outside a thirty (30) mile radius from  Employee's  current  principal  place of
work, except for reasonably  required travel on the Bank's business which is not
greater than such travel requirements prior to the Change in Control.

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<PAGE>

          (c) Severance Pay and Benefits. If Employee's employment with the Bank
terminates  under the  circumstances  described in Section 5(b) above,  Employee
shall be entitled to receive all of the following:

               (i) all accrued  compensation  through the termination date, plus
any  bonus  for  which  Employee  otherwise  would  be  eligible  in the year of
termination, prorated through the termination date, payable in a lump sum within
thirty (30) days of the date of termination of employment.

               (ii) a  severance  payment  equal to two (2) times the  amount of
Employee's  most recent  annual  compensation,  including the amount of his most
recent bonus.  The  severance  payment shall be paid in a lump sum within thirty
(30) days of the date of termination of employment.

               (iii)  during the  twenty-four  (24) month period  following  the
termination of employment,  or if sooner, until comparable coverage is available
to Employee in connection  with subsequent  employment,  the Bank will reimburse
Employee  for the  additional  costs he incurs  in  obtaining  health  insurance
benefits  equivalent to the group benefit plans in which  Employee  participated
prior to termination as follows:  (a) the Bank shall reimburse  Employee for the
additional  costs of  continuing  group  health  insurance  benefits  under  the
Consolidated  Omnibus Budget  Reconciliation Act ("COBRA") for a period of up to
eighteen  (18)  months  from the  date of  termination;  and (b) for the  period
immediately  following the end of such eighteen (18) month period and continuing
to the end of the twenty-four (24) month period, Employee shall also be entitled
to be reimbursed for the  additional  reasonable  costs of obtaining  comparable
health  insurance  coverage through an insurance policy or policies he purchases
on his own.

               Employee  shall bear full  responsibility  for applying for COBRA
coverage and for obtaining  coverage under any other insurance policy subject to
reimbursement under this Section and nothing herein shall constitute a guarantee
of COBRA  continuation  coverage or benefits or a guarantee of  eligibility  for
health insurance coverage. All reimbursements  required by this Section shall be
paid as soon as practicable  following Employee's  submission of proof of timely
premium payments to the Bank;  provided,  however,  that all such reimbursements
shall be made on or  before  the  last day of the  taxable  year  following  the
taxable year in which the expenses were incurred.  Under no  circumstances  will
Employee be entitled to a cash payment or other benefit in lieu of reimbursement
for the actual costs of premiums for health  coverage  hereunder.  The amount of
expenses  eligible  for  reimbursement  during  any  calendar  year shall not be
affected  by the amount of  expenses  eligible  for  reimbursement  in any other
calendar  year and  Employee's  right to  reimbursement  shall not be subject to
liquidation or exchange for any other benefit.

               Employee  shall  provide  the  Bank  with  notice  of  subsequent
employment and comparable  coverage  within thirty (30) days of  commencement of
such comparable coverage.

     6.  Delayed  Distribution  to Key  Employees.  If the Bank  determines,  in
accordance  with  Sections  409A and  416(i)  of the  Code  and the  regulations
promulgated  thereunder,  in the Bank's sole discretion,  that Employee is a Key
Employee of the Bank on the date Employee's  employment with the Bank terminates
and that a delay in severance pay and benefits  provided under this Agreement is
necessary  for  compliance  with Section  409A(a)(2)(B)(i),  then any  severance
payments and any  continuation  of benefits or  reimbursement  of benefit  costs
provided under this  Agreement and not otherwise  exempt from Section 409A shall
be delayed  for a period of six (6) months (the "409A  Delay  Period").  In such
event,  any such  severance  payments and the cost of any such  continuation  of
benefits  provided under this Agreement that would  otherwise be due and payable
to Employee during the 409A Delay Period shall be paid to Employee in a lump sum
cash  amount  in the  month  following  the end of the 409A  Delay  Period.  For
purposes of this  Agreement,  "Key  Employee"  shall mean an employee who, on an
Identification Date ("Identification Date" shall mean each December 31) is a key
employee as defined in Section  416(i) of the Code  without  regard to paragraph
(5)  of  that  section.  If  Employee  is  identified  as a Key  Employee  on an
Identification  Date,  then  Employee  shall be  considered  a Key  Employee for
purposes  of this  Agreement  during the period  beginning  on the first April 1
following the Identification Date and ending on the following March 31.

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<PAGE>

     A  termination  of  employment  shall not be deemed  to have  occurred  for
purposes of any  provision of this  Agreement  providing  for the payment of any
amounts or benefits  upon or following a termination  of employment  unless such
termination  also  constitutes a "Separation from Service" within the meaning of
Section 409A and, for purposes of this Agreement, references to a "termination,"
"termination of employment,"  "separation from service" or like terms shall mean
a Separation from Service.

     7.  Non-Assignability.  This Agreement shall not be assignable by Employee.
This  Agreement  shall not be  assignable  by the Bank without the prior written
consent of Employee except to a corporation which is the surviving entity in any
merger   involving  the  Bank  or  to  a  corporation   which  acquires  all  or
substantially all of the stock or assets of the Bank.

     8. Modification.  This Agreement sets forth all the terms and conditions of
the  employment  arrangement  between  Employee and the Bank and can be modified
only by a writing  signed  by both  parties.  No waiver by either  party to this
Agreement at any time of a breach of the other party 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.

     9.  Counterparts;  Construction.  This Agreement may be executed in several
identical  counterparts,  each of which  when so  executed  shall be  deemed  an
original,   but  all  such  counterparts  shall  constitute  one  and  the  same
instrument.  This Agreement  shall be governed by, and construed and enforced in
accordance with, the laws of the State of North Carolina.

     10. Severability.  Should any provision of this Agreement be declared to be
invalid  for any reason or to have  ceased to be binding  on the  parties,  such
provision  shall be severed,  and all other  provisions  shall be effective  and
binding.

     11. Termination of Severance Compensation Agreement. The parties agree that
the Severance Compensation Agreement is hereby terminated.

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<PAGE>

     12.  Notice.  All  necessary  notices,  demands,  and requests  required or
permitted  under this Agreement  shall be in writing and shall be deemed to have
been duly given if  delivered  in person or mailed by  certified  mail,  postage
prepaid, addressed as follows:

     If to Employee:  Jeff D. Pope
                      106 Lake Ridge Drive
                      Smithfield, North Carolina 27577

     If to Bank:      Four Oaks Bank & Trust Company
                      6114 U.S. 301 South
                      Post Office Box 309
                      Four Oaks, North Carolina 27524

or to such other address as shall be furnished by either party.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.


                                                  FOUR OAKS BANK & TRUST COMPANY


                                                  By: /s/ Wanda J. Blow, V.P.
                                                      --------------------------
                                                      Authorized Officer


                                                  EMPLOYEE

                                                  /s/ Jeff D. Pope
                                                  ------------------------------
                                                  Jeff D. Pope

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