EXHIBIT 10.1

                               TERM LOAN AGREEMENT

            THIS AGREEMENT dated December 29, 2005, made by and between FIRSTFED
BANCORP, INC., a Delaware corporation ("Borrower") and ALABAMA BANKER'S BANK, an
Alabama banking corporation ("Lender").

                              W I T N E S S E T H:
                              --------------------

            WHEREAS,  Borrower  has  requested  Lender  to  lend  it the  sum of
$6,190,000.00  on a term loan  basis,  and  Lender is  willing to do so upon the
terms and conditions hereinafter set forth.

            WHEREAS,  Borrower desires to pledge as collateral for this loan all
of Borrower's common stock in First Financial Bank (the "Bank").

            NOW,  THEREFORE,  in consideration of the promises herein contained,
Lender and Borrower, intending to be legally bound, agree as follows:

                           ARTICLE I. - THE TERM LOAN

            Section 1.1 General Terms. Lender hereby agrees to lend to Borrower,
and Borrower hereby agrees to borrow from Lender,  upon the terms and conditions
set forth in this Agreement, the principal sum of Six Million One Hundred Ninety
Thousand  and 00/100  United  States  dollars  (U.S.  $6,190,000.00)  (the "Term
Loan").  Borrower's  obligation to repay the Term Loan and the interest  thereon
shall be  evidenced  by a  promissory  note (the  "Note") in form and  substance
satisfactory  to Lender.  The form of the  original  Note is attached  hereto as
Exhibit A.

            Section 1.2 Interest  Rate.  Borrower  agrees to pay interest on the
Term Loan at the rate(s),  on the date(s),  and  calculated  by the method,  set
forth in the Note.

            Section 1.3 Payments of Principal  and Interest.  Unless  payment is
required to be made earlier pursuant to Section 6.2 of this Agreement,  Borrower
shall make to Lender such payments of principal and interest on the Term Loan as
are required by the terms of the Note.

            Section 1.4 Prepayment. Borrower may, at its option, prepay the Term
Loan in part or in full at any time without premium or penalty (and upon payment
of any prepayment premium provided for in the Note); provided, however, that any
such  prepayment  of principal  shall be  accompanied  by the payment of accrued
interest  on the  amount  of such  prepayment  to the  date  thereof.  Any  such
prepayment shall be applied to reduce the principal  installments under the Note
in the  inverse  order of their  maturities,  and shall  not have the  effect of
suspending or deferring payments thereunder.

<PAGE>

                            ARTICLE II. - COLLATERAL

            Section 2.1  Security  Documents.  The  repayment by Borrower of the
indebtedness  under the Term Loan and the Note, and the  performance by Borrower
of all  obligations  under  this  Agreement,  are and shall be  secured by every
mortgage,  deed of trust, security agreement,  assignment,  pledge, guaranty and
other security document (every "Security Document") which secures obligations so
defined as to include the Term Loan or the Note (including,  without limitation,
those Security  Documents  described below), and by all property of Borrower now
or hereafter in the possession,  control or custody of Lender (in which property
Borrower  hereby grants Lender a security  interest to secure such  indebtedness
and  obligations)  and by all  property  of  Borrower  in  which  Lender  has or
hereafter acquires a lien, security interest, or other right, including, without
limitation,  the property  described  below (in which property  Borrower  hereby
grants Lender a security interest to secure such indebtedness and obligations):

                  (a) Stock Pledge Agreement,  executed by Borrower, granting to
      Lender a security interest in all of Borrower's  capital stock in the Bank
      as security for the Loan,  together with irrevocable stock powers executed
      in  blank  with  respect  to  such  shares  of  stock,  and  the  original
      Certificates  representing  such  shares  of  stock,  and a Form U-1 which
      complies with the  provisions of Regulation U of the Board of Governors of
      the Federal Reserve System.

(The  property  described  above and the property  described  in every  Security
Document is individually and  collectively  referred to in this Agreement as the
"Collateral").

            Section 2.2 Financing  Statements,  etc.  Borrower shall execute and
deliver, or shall cause to be executed and delivered,  such financing statements
(including  amendments thereto and continuation  statements therefore) and other
documents  relating to the  Collateral  as Lender may from time to time request.
Borrower  shall pay, or reimburse  to Lender for paying,  all costs and taxes of
filing or recording any financing  statement or Security Document in such public
offices as Lender may  designate  and shall take such other  steps as Lender may
from time to time direct, all to perfect and maintain the perfection of Lender's
interest in the Collateral to the satisfaction of Lender.

                 ARTICLE III. - REPRESENTATIONS AND WARRANTIES;
                                CONDITIONS PRECEDENT

            To induce Lender to enter into this Agreement,  Borrower  represents
and warrants to Lender, as of the date hereof and except as otherwise  expressly
provided,  as of all times until the Agreement is terminated and all obligations
under the Term Loan are satisfied, that:

            Section 3.1  Incorporation,  Good  Standing  and Due  Qualification.
Borrower is a corporation duly organized,  validly existing and in good standing
under the laws of the State of Delaware,  has the corporate  power and authority
to own its assets and to  transact  the  business  in which it is now engaged or
proposes to be engaged,  and is qualified to do business and in good standing in
all jurisdictions in which it conducts its business.

            Section  3.2  Corporate  Power  and  Authority.  The  execution  and
delivery  by Borrower  of, and the  performance  by Borrower of its  obligations
under,  this  Agreement,  the Note and the  Security  Documents  have  been duly
authorized by all  requisite  action on the part of Borrower and do not and will
not (i) violate any provision of Borrower's articles of incorporation,  by-laws,
or


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other organizational documents, any law, rule, regulation or any judgment, order
or ruling of any court or  governmental  agency,  or (ii) be in  conflict  with,
result in a breach of, or constitute, following notice or lapse of time or both,
a default under, any indenture,  agreement or other instrument to which Borrower
is a party or by which Borrower or any of its property may be bound or affected.
Each of this Agreement,  the Note and the Security documents is the legal, valid
and binding  obligation of Borrower  enforceable  against Borrower in accordance
with its terms.

            Section 3.3 Compliance with Law; Government Approvals.
                        -----------------------------------------

            (a)   Borrower has complied and is complying with all  requirements,
                  made all  applications,  and submitted all reports required by
                  the Bank  Holding  Company Act of 1956,  as  amended,  and any
                  regulations or rulings issued in connection therewith, and the
                  transaction  contemplated  hereby  will not  violate  any such
                  statutes,  rules,  rulings,  or  regulations,   nor  will  the
                  consummation of said actions and  transactions  cause Borrower
                  to  be  in  violation  thereof.  Borrower  has,  as  required,
                  received  all   governmental   approvals   necessary  for  the
                  consummation of the transactions  described herein,  including
                  approval  of the Board of  Governors  of the  Federal  Reserve
                  System.

            (b)   Borrower  has  complied  and  is  complying   with  all  other
                  applicable  state or federal  statutes,  rules,  rulings,  and
                  regulations. The borrowing of money and pledging of such stock
                  is described  herein,  and said actions and transactions  will
                  not  violate  any  of  such  statutes,   rules,   rulings,  or
                  regulations.  Borrower  has made all filings and  received all
                  governmental  or  regulatory   approvals   necessary  for  the
                  consummation of the transactions described herein.

            Section 3.4 Litigation.  There are no pending or threatened  actions
or proceedings  before any court or administrative  or governmental  agency that
may,  individually or collectively,  adversely  affect the financial  condition,
business  operations  or properties  of Borrower or Bank.  Without  limiting the
generality  of the  foregoing,  neither  Borrower  nor  Bank is  subject  to any
Supervisory  Action  (herein  defined) by any  federal or state bank  regulatory
authority.  As used  herein,  "Supervisory  Action"  shall mean and  include the
issuance by any bank regulatory authority of a letter agreement or memorandum of
understanding(regardless  of whether consented or agreed to by the party to whom
it is  addressed);  or the  issuance by or at the behest of any bank  regulatory
authority of a cease and desist order, injunction, directive, restraining order,
notice of  charges  or civil  money  penalties,  against  Borrower,  Bank or the
directors or officers of either of them, whether temporary or permanent.

            Section 3.5  Financial  Statements.  The financial  statement  dated
December 31, 2004,  previously delivered by Borrower and Bank to Lender,  fairly
and accurately  presents the financial condition of Borrower as of such date and
has been prepared in accordance with generally  accepted  accounting  principles
consistently applied. Since the date of that financial statement, there has been
no materially adverse change in the financial condition of Borrower,  and, after
due  inquiry,  there  exists no  material  contingent  liability  or  obligation
assertable against Borrower.

            Section 3.6 Other  Agreements.  Neither Borrower nor Bank is a party
to any indenture,  loan, or credit agreement, or to any lease or other agreement
or instrument,  or subject to any charter or corporate  restriction  which could
have  a  materially  adverse  effect  on  the  business,


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properties,  assets,  operations,  or  conditions,  financial or  otherwise,  of
Borrower or Bank, or the ability of Borrower to carry out its obligations  under
the  Agreement,  the  Note or the  Security  Documents  to  which it is a party.
Neither  Borrower  nor Bank is in  default in any  respect  in the  performance,
observance or  fulfillment  of any of the  obligations,  covenants or conditions
contained in any agreement or instrument material to its business.

            Section  3.7  Taxes.  All  federal,  state and other tax  returns of
Borrower  or Bank  required by law to be filed have been  completed  in full and
have been duly filed, and all taxes,  assessments and withholdings shown on such
returns or billed to  Borrower  or Bank have been paid,  and  Borrower  and Bank
maintain  adequate  reserves and accruals in respect of all such federal,  state
and other taxes,  assessments and withholdings.  There are no unpaid assessments
pending  against  Borrower  or Bank for any taxes or  withholdings,  and neither
Borrower nor Bank knows of any basis therefore.

            Section 3.8 Priority of  Obligations.  The  obligations  of Borrower
under this  Agreement and the Note are not  subordinated  in right of payment to
any other obligation of Borrower.

            Section 3.9  Operation  of  Business;  Consents.  Borrower  and Bank
possess all permits,  memberships,  franchises,  contracts,  licenses, trademark
rights, trade names, patents, and other authorizations  necessary to enable each
of them to conduct their  business  operations as now  conducted,  and no filing
with,  and no  consent,  permission,  authorization,  order or  license  of, any
individual,  entity,  or governmental  authority is necessary in connection with
the execution,  delivery, performance or enforcement of this Agreement, the Note
or the Security Documents.

            Section  3.10 No Defaults.  No event has occurred and is  continuing
which is, or which  with the giving of notice or lapse of time or both would be,
an Event of Default (as defined in Article VI) of this Agreement.

            Section 3.11  Ownership  and Liens.  Borrower and Bank have good and
marketable title to all of each of its properties and assets including,  without
limitation,  the  Collateral  and the  properties  and assets  reflected  in the
above-described  financial  statement  (other than such properties and assets as
have been disposed of in the ordinary  course of business since the date of that
financial  statement).  All such properties and assets are free and clear of all
mortgages,  pledges, liens, charges,  security interests and other encumbrances,
except as otherwise  expressly disclosed by Borrower to Lender in writing on the
date of this Agreement.

            Section  3.12  ERISA.  Borrower  is in  compliance  in all  material
respects  with all  applicable  provisions  of the  Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA").  The minimum  funding  standards of
Section  302 of ERISA have been met at all times with  respect to all "plans" of
Borrower  to which  such  standards  apply;  Borrower  has not  made a  "partial
withdrawal" or a "complete  withdrawal" from any  "multi-employer  plan"; and no
"reportable event" or "prohibited  transaction" has occurred with respect to any
such "plan" (as all of the quoted terms are defined in ERISA).

            Section 3.13 Environment. Except as otherwise expressly disclosed by
Borrower  or Bank to  Lender  in  writing  on the  date  of this  Agreement:  No
"hazardous   substance"  (as  that  term  is  defined  in  Section  101  of  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended "CERCLA") has been released,  discharged,  disposed of, or stored


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on any of  Borrower's  or Bank's  owned or leased real or  personal  property by
Borrower or Bank, by any third party, or by any predecessor in interest or title
to  Borrower  or Bank;  Borrower  and  Bank,  and all of  Borrower's  or  Bank's
properties,  are in  compliance  with all  applicable  local,  state and federal
environmental  laws and  regulations;  no notice has been  served on Borrower or
Bank  by  any  governmental  authority  or any  individual  or  entity  claiming
violation  of any  environmental  protection  law or  regulation,  or  demanding
compliance  with any  environmental  protection law or regulation,  or demanding
payment,  indemnity,  or contribution for any environmental  damage or injury to
natural resources;  no "hazardous  substance" (as defined in CERCLA) is produced
or used in  Borrower's  or  Bank's  business;  and no  improvement  on any  real
property  owned or leased by Borrower or Bank contains any asbestos,  including,
without  limitation,  asbestos  insulation  on  ceilings,  piping or  structural
members or supports.

            Section 3.14 Conditions Precedent.  Lender shall not be obligated to
make the Term Loan until  Borrower shall have  furnished  Lender,  at Borrower's
expense and as Lender may  request  from time to time,  such  evidence as Lender
shall  require  regarding  the  truth  of  the  foregoing   representations  and
warranties,  including,  without  limitation,  Uniform  Commercial Code, tax and
judgment lien searches,  opinions of Borrower's outside legal counsel,  opinions
and  certificates  of  Borrower's   independent  certified  public  accountants,
surveys,  appraisals,  environmental audits by qualified environmental engineers
approved by Lender, reports of other independent consultants approved by Lender,
and certificates of Borrower's  officers.  All such evidence must be in form and
content  satisfactory  to  Lender.  Borrower  shall  also  pay  to  Lender,  the
origination  fee in the amount of $30,000,  which  amount  shall be deemed fully
earned by Lender and not refundable for any reason.

            Section 3.15 Bank Stock.  The common stock of Bank owned by Borrower
is duly  authorized  and validly  issued by Bank.  The total number of shares of
common  stock of Bank  issued and  outstanding  as of the date  hereof is 50,000
shares.  The stock in Bank  owned by  Borrower  is free and clear of all  liens,
encumbrances,  security  interests  or  pledges,  except  the  pledge  to Lender
described herein;  said common stock is fully paid and  nonassessable;  the Bank
stock certificates  delivered to Lender pursuant to the Pledge Agreement will be
genuine and comply with all applicable laws concerning form, content, and manner
of preparation  and execution;  there are no outstanding  warrants or options to
acquire  any  common  stock  of  Bank;  there  are  no  outstanding   securities
convertible or  exchangeable  into shares of common stock of Bank;  there are no
restrictions  on the  transfer or pledge of any shares of common  stock of Bank;
Borrower  has the right to pledge and  transfer  the pledge stock and assign the
income  therefrom  without  obtaining the consent of any other person or entity;
and the pledge agreement  creates for the benefit of the Lender a first security
interest in the pledged bank stock, subject to no other interests or claims.

                       ARTICLE IV. - AFFIRMATIVE COVENANTS

            Borrower and Bank  covenant and agree that,  so long as Borrower may
borrow under this Agreement or so long as any indebtedness  remains  outstanding
under the Term Loan or under the Note, Borrower and Bank shall:

            Section 4.1  Maintenance  of  Existence.  Preserve  and maintain its
existence in good standing in the state of its organization or incorporation and
its   qualification   and  good  standing  in  all   jurisdictions   where  such
qualification  is required under applicable law, and conduct its business in the
manner in which it is now conducted subject only to changes made in the ordinary
course of business.


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<PAGE>

            Section 4.2  Financial  Statements;  Reports.  Deliver to Lender (i)
within 30 days  after  each  fiscal  quarter an  unaudited  financial  statement
including a balance sheet and statements of income and cash flows,  certified by
Borrower's  chief  executive  or  chief  financial  officer  to be  correct  and
complete,  (ii)  within 90 days after the end of each  fiscal  year a  financial
statement  including a balance  sheet of Borrower and Bank as of the end of such
year and  statements of income,  cash flows and changes in equity for such year,
setting forth in each case in comparative form the corresponding figures for the
previous year,  together with accompanying  schedules and footnotes,  audited by
the present  independent  certified public accountants of Borrower or by another
firm of independent certified public accountants designated by Borrower which is
satisfactory  to Lender,  such financial  statement to be prepared in accordance
with generally  accepted  accounting  principles  applied in a manner consistent
with the  financial  statements  previously  furnished  to Lender,  or if not so
prepared,  setting forth the manner in which such  financial  statement  departs
from  generally  accepted  accounting  principles,  or from  previous  financial
statements  furnished to Lender by Borrower,  and (iii) a copy of  Borrower's FR
Y-9  parent   company  only  (and   consolidated,   if   applicable)   financial
statement(s),  (iv) a copy of Borrower's FR Y-6 annual report  promptly upon the
filing  of the  same  with  the  Federal  Reserve  Board,  (v) a copy of  Bank's
quarterly  report of condition  and income  ("call  report")  promptly  upon the
filing  with  the  appropriate  regulatory  agency,  and  (vi)  with  reasonable
promptness, such other information (including, without limitation, copies of tax
returns and amendments thereto filed by Borrower) as Lender may request.

            Section 4.3  Maintenance of Records;  Right of Inspection.  Maintain
its books, accounts and records in accordance with generally accepted accounting
principles,  applied  in a  manner  consistent  with  the  financial  statements
previously  furnished to Lender, and shall, at any reasonable time and from time
to time,  permit any person or entity  designated  in writing by Lender to visit
and inspect any of its  properties,  books and  financial  records,  and to make
copies thereof and take extracts therefrom, and to discuss Borrower's and Bank's
financial affairs with Borrower's financial officers and accountants.

            Section 4.4 Taxes. Pay and discharge all taxes,  assessments,  fees,
withholdings and other  governmental  charges or levies imposed upon it, or upon
its income and profits,  or upon any property belonging to it, prior to the date
on which penalties attach thereto, unless the legality thereof shall be promptly
and actively  contested in good faith by  appropriate  proceedings  and adequate
reserves  for such  liability  are  maintained  by  Borrower  and  Bank  pending
determination of such contest.

            Section 4.5 Litigation and Default Notice. Promptly notify Lender in
writing  of the  occurrence  of any  Event  of  Default  or of  any  pending  or
threatened  litigation  claiming  damages in excess of $25,000 or seeking relief
that, if granted,  would  adversely  affect the financial  condition or business
operations of Borrower or Bank.

            Section 4.6 Maintenance of Insurance.  Maintain and keep in force at
all times insurance of the types and in the amounts customarily carried in lines
of business  similar to Borrower's and Bank's and such other insurance as Lender
may require, including,  without limitation,  fire, public liability,  casualty,
property  damage,  flood  damage,  and worker's  compensation  insurance,  which
insurance shall be carried with companies and in amounts satisfactory to Lender.
All casualty  and  property  damage  insurance  shall name Lender as  additional
insured, as appropriate, and shall provide for a minimum of thirty days' written
notice to Lender before cancellation.  Borrower and Bank shall deliver to Lender
from time to time at Lender's request copies of all such insurance  policies and
certificates  of insurance  and schedules  setting  forth all insurance  then in


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effect.  Borrower  and Bank  hereby  appoint  Lender  the  attorney-in-fact  for
Borrower and Bank for purposes of obtaining,  adjusting, settling, and canceling
such insurance and of endorsing in Borrower's and Bank's name and giving receipt
for  checks and drafts  issued in  payment of losses and as  returned  premiums.
Borrower hereby assigns to Lender as additional Collateral for the Term Loan and
the Note all insurance policies at any time covering property that is Collateral
for the Term Loan or the Note and all returned and unearned premiums thereon.

            Section 4.7 Maintenance of Properties. Keep all of its properties in
good  repair  and  condition,  and from  time to time  make  necessary  repairs,
renewals  and  replacements  thereto and thereof so that  Borrower's  and Bank's
property shall be fully and efficiently preserved and maintained.

            Section  4.8  Further  Assurances.  Perform  or take,  on request of
Lender,  such action as may be  necessary  or  advisable  to perfect any lien or
security interest in the Collateral or otherwise to carry out the intent of this
Agreement and the Security Documents.

            Section 4.9 Expenses of Lender. Borrower will, on demand,  reimburse
Lender for all  expenses,  including  the fees and expenses of legal counsel for
Lender, reasonably incurred in connection with the preparation,  administration,
amendment, modification, renewal, extension or enforcement of the Agreement, the
Note  and  the  Security  Documents  and any  other  documents  related  to this
Agreement and the  collection  or attempted  collection of the Term Loan and any
other sum due under this Agreement,  the Note, and the Security  Documents after
default by Borrower in the payment  thereof.  Any amounts  paid by Lender  under
this section or any of the Security  Documents  shall bear  interest at the rate
specified  under the Note.  The obligation of Borrower under this section to pay
all expenses  incurred by Lender shall survive  payment of the Term Loan and the
Note and termination of this Agreement.

            Section  4.10  ERISA.  Fund all of its  "plans" to which the minimum
funding  standards  of  Section  302 of ERISA  apply  in  accordance  with  such
standards; furnish Lender, promptly upon Lender's request, copies of all reports
or other statements  filed with, or received from, the United States  Department
of  Labor,  the  Internal  Revenue  Service,  or the  Pension  Benefit  Guaranty
Corporation  with respect to all of  Borrower's  "plans";  and  promptly  advise
Lender of the occurrence of any "reportable  event" or "prohibited  transaction"
with  respect  to any such  "plan" (as all of the  quoted  terms are  defined in
ERISA).

            Section  4.11  Compliance  with  Laws.  Comply  with all  applicable
present and future local, state and federal laws, including, without limitation,
environmental laws and regulations;  notify Lender immediately if any "hazardous
substance" (as defined in CERCLA) is released, discharged,  disposed of, stored,
or  discovered on any real or personal  property  owned or leased by Borrower or
Bank; notify Lender in writing within three days after Borrower or Bank receives
notice from any  governmental  authority or any  individual  or entity  claiming
violation  of any  environmental  protection  law or  regulation,  or  demanding
compliance  with any  environmental  protection law or regulation,  or demanding
payment,  indemnity,  or contribution for any environmental  damage or injury to
natural resources;  and permit Lender from time to time to observe Borrower's or
Bank's  operations and to perform tests  (including  soil tests and ground water
tests) for  "hazardous  substances"  on any real or personal  property  owned or
leased by Borrower or Bank.

            Section 4.12 Regulatory Examinations.
                         -----------------------


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            (a)   Promptly notify Lender of every  examination by any federal or
                  state  regulatory  body  or  authority,  with  respect  to the
                  properties,  loans, operations,  and/or condition of Borrower,
                  Bank, or both, and of the receipt by Borrower or Bank of every
                  examination or other report prepared by such body or authority
                  with respect thereto; and

            (b)   if  required  by  Lender,  fully  and  completely  assist  and
                  cooperate   with  Lender  in   requesting   approval  by  such
                  regulatory  body or authority of the  furnishing  to Lender of
                  any such  report,  and  furnish  such report to Lender if such
                  approval is given;  provided,  however, that Lender shall take
                  such steps as may be necessary to assure that all such reports
                  shall remain  confidential  and shall be used by Lender solely
                  in  connection  with  the   administration   of  the  loan  in
                  accordance with the provisions of this agreement.

            Section 4.13 Additional Information.  Furnish such other information
regarding the operations,  business affairs and financial  condition of Borrower
and Bank as Lender may from time to time reasonably  request,  including but not
limited to, true and exact  copies of any  monthly  management  reports to their
respective  directors,   their  respective  tax  returns,  and  all  information
furnished to shareholders, or any governmental authority,  including the results
of any stock evaluation performed.

            Section  4.14 Right of  Inspection.  Except to the  extent,  if any,
prohibited by applicable law, permit any person  designated by Lender to inspect
any of the  properties,  books and  financial  and other  reports and records of
Borrower and Bank, including,  but not limited to, all documentation and records
pertaining  to Bank's  loans,  investments  and  deposits;  and to discuss their
affairs, finances and accounts with Borrower's and Bank's principal officers, at
all such  reasonable  times and as often as Lender may  reasonably  request.  If
required  by Lender,  Borrower  will pay Lender all  applicable  loan fees in an
amount  determined  by  Lender  to be  necessary  to  cover  the  cost  of  such
inspections,  including a reasonable  allowance for Lender's overhead as well as
out-of-pocket expenses in connection with such inspection.

            Section  4.15 Notice of  Default.  At the time of  Borrower's  first
knowledge or notice, furnish the Lender with written notice of the occurrence of
any event or the existence of any condition which  constitutes,  or upon written
notice or lapse of time or both,  would constitute an event of default under the
terms of this loan agreement.

            Section 4.16 Compliance with Banking Regulations. At all times be in
compliance  with,  cause Bank to be in  compliance  with,  all  banking and bank
holding company laws, rules and regulations applicable to Borrower or Bank.

            Section 4.17 Capital Ratio/Equity Capital Adequacy.  With respect to
the financial  statements of the Borrower and Bank,  maintain at all times until
payment in full of the Loan,  capital  levels of both  Borrower  and the Bank in
full compliance  with all state and federal  regulatory  authorities,  and in no
event  maintain a total  capital  ratio of less than  seven  percent  (7%).  For
purposes hereof, all ratios should be calculated according to federal regulatory
guidelines for capital adequacy guidelines for bank-holding companies and banks.

            Section 4.18 [Intentionally Omitted].
                         -----------------------


                                       8
<PAGE>

            Section 4.19 [Intentionally Omitted].
                         -----------------------

            Section  4.20  Bank  Account.  Maintain  its  principal  transaction
account with Lender.

            Section 4.21 Use of Proceeds. Use the proceeds of the Term Loan only
to make a loan to a newly  formed  ESOP  which  will,  in turn,  use the loan to
purchase shares of stock of the Borrower.

                         ARTICLE V. - NEGATIVE COVENANTS

            Borrower  covenants  and  agrees  that,  without  the prior  written
consent of Lender,  which may be given or withheld in Lender's sole and absolute
discretion,  so long as it may  borrow  under this  Agreement  or so long as any
indebtedness remains outstanding under the Term Loan or under the Note, Borrower
shall not:

            Section  5.1 Use of  Proceeds.  Use any  proceeds  of the Term  Loan
except for the purposes stated in Section 4.21.

            Section  5.2 Debt.  Create,  incur,  assume,  or suffer to exist any
indebtedness of any  description  whatsoever not existing as of the date of this
Agreement, except (i) indebtedness incurred under this Agreement.

            Section 5.3 Sale of Assets,  Consolidation,  Merger,  etc. (i) Sell,
lease,  transfer or otherwise  dispose of any of the  Collateral  (except in the
ordinary  course of business and as permitted  under this Agreement) or all or a
substantial  part of the properties and assets of Borrower or Bank to any person
or  entity;  (ii)  consolidate  with or merge into any other  entity,  or permit
another  entity  to  merge  into  Borrower,  or  acquire  stock  in  or  all  or
substantially  all of the  properties or assets of any other person or entity or
enter into any  reorganization,  recapitalization or otherwise change Borrower's
corporate  structure;   provided,   that,  the  Borrower  may  enter  into  such
transaction so long as ninety percent (90%) of the Borrower's  retained earnings
(as shown on the prior year's audited financial  statements) was retained by the
Borrower  or its  successor;  (iii)  enter  into any  arrangement,  directly  or
indirectly with any person or entity whereby Borrower shall sell or transfer any
property,  real,  personal or mixed,  and used and useful in the business of the
Borrower,  whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which Borrower intends to use for  substantially
the same purpose or purposes as the  property  being sold or  transferred;  (iv)
enter into a  partnership  or joint  venture  with any person or entity;  or (v)
authorize  or enter into any plan,  letter of intent,  or agreement to do any of
the foregoing.

            Section 5.4 Name;  Chief  Executive  Office.  Change its name or the
location of its chief executive office.

            Section  5.5  Guaranties,  etc.  Guarantee  or  become  directly  or
contingently  liable for any obligation or  indebtedness  of any other person or
entity,  except that Borrower may endorse negotiable  instruments for collection
in the ordinary course of business.

            Section 5.6 Investments,  Loans.  Purchase or hold  beneficially any
stock,  other  securities or evidences of indebtedness  of, or make or permit to
exist any loans or advances to, or make any  investment  or acquire any interest
whatsoever in, any other person or entity except that


                                       9
<PAGE>

Borrower may invest in any of the  following if they mature within one year from
the date of  acquisition  thereof:  (i) readily  marketable  direct  obligations
issued or guaranteed by the United States of America or an agency thereof,  (ii)
certificates of time deposit issued by commercial  banks of recognized  standing
organized  under the laws of, and  operating in, the United States of America or
one of the States of the United States and having a combined paid-in-capital and
paid-in  surplus of not less than  $10,000,000 in the case of each such bank and
(iii)  commercial  paper rated at least Prime-1 by Moody's  Investors  Services,
Inc., or A-1 by Standard & Poor's  Corporation (or having a comparable rating by
another rating service of comparable standing).

            Section 5.7 [Intentionally Omitted].
                        -----------------------

            Section  5.8  Liens.  Create,  incur,  assume or suffer to exist any
mortgage,  pledge, lien, security interest,  charge, or other encumbrance of any
nature  whatsoever,  on any of  its  properties  or  assets  including,  without
limitation,  the Collateral,  and, except for liens in favor of Lender and liens
for taxes not yet due and payable or which are being actively  contested in good
faith by  appropriate  proceedings  and for which  adequate  reserves  are being
maintained  by  Borrower  and those  liens  disclosed  to Lender by  Borrower in
writing prior to the execution of this Agreement.

            Section  5.9 ERISA.  Take,  or fail to take,  any act if such act or
failure to act results in the imposition of withdrawal  liability under Title IV
of ERISA.

            Section 5.10  Environment.  Release,  discharge,  dispose of, store,
accept or receive for storage or disposal, or allow to be stored or disposed of,
any  "hazardous  substance" (as defined in CERCLA) on or in any real or personal
property  owned or leased by Borrower  or Bank,  except as  otherwise  expressly
consented to by Lender in writing; or release,  discharge,  use,  transport,  or
dispose of any "hazardous substance" in an unlawful manner.

            Section 5.11 Sale of  Receivables.  Sell,  assign or discount any of
the accounts of Borrower to any person or entity other than Lender.

            Section 5.12 Other  Negative  Covenants.  (i) Engage in any business
other than that in which Borrower is now engaged or make any material  change in
the manner in which Borrower conducts Borrower's  business;  (ii) enter into any
transaction which materially and adversely affects Borrower's property or assets
or Borrower's  ability to repay the Term Loan;  (iii) enter into any transaction
with any  affiliate of Borrower  except in the  ordinary  course of business and
upon fair and  reasonable  terms no less favorable to Borrower than would obtain
in a  comparable  arm's  length  transaction  with a  person  or  entity  not an
affiliate of Borrower;  (iv) prepay any indebtedness which is subordinate to the
Note or other indebtedness of Borrower to Lender; or (v) issue, redeem, purchase
or retire any of Borrower's  capital stock or grant or issue any warrant,  right
or option  pertaining to any of the  foregoing,  or permit any  transfer,  sale,
redemption,  retirement  or other  change in the  ownership  of the  outstanding
capital stock of Borrower.

            Section 5.13 [Intentionally Omitted].
                         -----------------------

            Section 5.14 Certain Financial Covenants.
                         ---------------------------

            (a)   Permit  the ratio of its  capital  to its  assets to be at any
                  time less than seven percent (7.00%);


                                       10
<PAGE>

            (b)   Change the dates of its fiscal year now employed for financial
                  and accounting purposes.

            Section  5.15  Relocation.  Cause or permit  Borrower or the Bank to
relocate its principal office,  principal banking office,  principal  registered
office or approved charter location.

                  ARTICLE VI. - EVENTS OF DEFAULT AND REMEDIES

            Section  6.1  Events of  Default.  Any one or more of the  following
shall constitute an Event of Default hereunder by Borrower;

            (a)   Failure to pay when due any payment of  principal  or interest
                  due on the Note or any sum due hereunder; or

            (b)   Failure to pay when due any payment of  principal  or interest
                  due on any other obligation for money borrowed or the deferred
                  purchase price of goods or services; or

            (c)   Default  under any  Security  Document or any other  document,
                  note, agreement, mortgage, security agreement,  instrument, or
                  understanding  with,  held by, or executed in favor of Lender;
                  or

            (d)   Should any representation or warranty contained herein or made
                  by or furnished on behalf of Borrower in  connection  herewith
                  be false or misleading in any material  respect as of the date
                  made; or

            (e)   Failure  to  perform  or observe  any  covenant  or  agreement
                  contained in Articles IV or V of this Agreement; or

            (f)   Failure to pay its debts generally as they become due; or

            (g)   Borrower's  or Bank's  making or taking  any action to make an
                  assignment  for the benefit of creditors,  or  petitioning  or
                  taking any action to petition any tribunal for the appointment
                  of  a  custodian,   receiver  or  any  trustee  for  it  or  a
                  substantial  part of its assets,  or  commencing or taking any
                  action  to  commence  any  proceeding  under  any  bankruptcy,
                  reorganization,    arrangement,    readjustment    of    debt,
                  dissolution,  liquidation  or debtor  relief law or statute of
                  any   jurisdiction,   whether  now  or  hereafter  in  effect,
                  including,  without  limitation,  any  chapter of the  federal
                  Bankruptcy  Code;  or,  if  there  shall  have  been  filed or
                  commenced   against   Borrower  or  Bank  any  such  petition,
                  application  or proceeding  which is not  dismissed  within 30
                  days or in which an order  for  relief is  entered;  or should
                  Borrower or Bank by any act or omission  indicate its approval
                  of or  acquiescence  in  any  such  petition,  application  or
                  proceeding  or  order  for  relief  or  the  appointment  of a
                  custodian,  receiver or any trustee for it or any  substantial
                  part of any of its  properties;  or  should  Borrower  or Bank
                  suffer  to  exist  any  such  custodianship,  receivership  or
                  trusteeship; or


                                       11
<PAGE>

            (h)   Borrower's or Bank's concealing, removing, or permitting to be
                  concealed or removed, any part of its property, with intent to
                  hinder,  delay or defraud  its  creditors  or any of them,  or
                  making or  suffering a transfer of any of its  property  which
                  may be fraudulent under any bankruptcy,  fraudulent conveyance
                  or similar  law; or making any  transfer of its property to or
                  for the benefit of a creditor  at a time when other  creditors
                  similarly  situated  have  not  been  paid,  or  suffering  or
                  permitting,  while  insolvent,  any  creditor to obtain a lien
                  upon  any  of  its  property  through  legal   proceedings  or
                  distraint  which is not vacated  within 30 days after the date
                  thereof; or

            (i)   Occurrence of any of the following with respect to Borrower or
                  any Bank:  death (if an individual),  death or withdrawal of a
                  general partner (if a  partnership),  death or withdrawal of a
                  member  (if  a  limited  liability  company),  dissolution  or
                  cessation of business  (if a  partnership,  limited  liability
                  company, corporation, or other organization), or insolvency.

            (j)   Any  executive  officer  of  Borrower  or  Bank,  who  in  the
                  reasonable   judgment  of  Lender,   occupies  a  position  of
                  substantial and material management  responsibility  shall, by
                  reason of death,  permanent disability,  or departure from the
                  employ of Borrower or Bank, or for any other reason, ceases to
                  be  active  in the  management  of  Borrower  or Bank  and the
                  Borrower  or Bank  shall not,  within a period of one  hundred
                  eighty  (180) days from such  permanent  disability,  death or
                  departure   secure  a  replacement   for  said  officer  (such
                  replacement  to be,  by reason  of his or her  experience  and
                  credentials, satisfactory to the Lender). For purposes of this
                  section,   permanent  disability  means  any  disability  that
                  prevents  such officer from  rendering  full-time  services to
                  Borrower  or Bank for sixty  (60)  consecutive  days or in the
                  aggregate for ninety (90) days within a calendar year.

            (k)   [Intentionally Omitted].
                  -----------------------

            (l)   If there  shall at any time occur,  without the prior  written
                  approval of the  Lender,  a change in control  (including  any
                  change in  control  under the  Change in Bank  Control  Act of
                  1978, as amended,  and any transaction or restructuring  which
                  requires approval under the Bank-holding  Company Act of 1956,
                  as amended) of Bank or Borrower.

            (m)   The  issuance  by, or at the request  of, any bank  regulatory
                  authority of any Supervisory Action (as defined in Section 3.4
                  hereof),  or the taking by  Borrower  or Bank of any action of
                  the sort  described in Section 3.4 to prevent or forestall the
                  imposition  by such  bank  regulatory  authority  of any  such
                  Supervisory Action.

            Section 6.2  Remedies.  Upon the  occurrence of an Event of Default,
Lender may (i)  terminate  all  obligations  of Lender to  Borrower,  including,
without  limitation,  any  obligations to lend money under this Agreement or the
Note, (ii) declare  immediately due and payable,  without  presentment,  demand,
protest or any other notice of any kind, all of which are expressly waived,  the
Note  and  any  other  note  of  Borrower  held by  Lender,  including,  without
limitation,  principal,  accrued  interest and costs of  collection  (including,
without  limitation,  a reasonable  attorney's fee if


                                       12
<PAGE>

collected  by or through an attorney  who is not a salaried  employee of Lender,
whether  through  arbitration,  in bankruptcy or in other judicial  proceedings,
including appellate proceedings,  which costs Borrower hereby agrees to pay) and
(iii) pursue any remedy  available  to it under this  Agreement,  the Note,  the
Security Documents, or any other note or agreement made by Borrower with Lender,
or  available  at law or in  equity.  Notwithstanding  the  foregoing,  upon the
occurrence  of an Event of  Default  specified  in  Sections  6.1(g),  6.1(h) or
6.1(i), the Note and any other note of Borrower to Lender, shall immediately and
without  notice  become due and payable  without  action of any kind on Lender's
part.

                           ARTICLE VII. - DEFINITIONS

            Section 7.1 As used in this  Agreement,  the  following  terms shall
have the meanings set forth below:

            (a)   Accounting  terms used in this Agreement such as "net income",
                  "working capital",  "current assets",  "current  liabilities",
                  "tangible net worth",  and "total  liabilities" shall have the
                  meanings normally given them by, and shall be calculated, both
                  as to amounts and classification of items, in accordance with,
                  generally accepted accounting principles.

            (b)   "Agreement"  means  this Term Loan  Agreement,  as  amended or
                  supplemented in writing from time to time.

            (c)   "Lender" means the banking corporation or association named in
                  the first  sentence of this  Agreement and which executes this
                  Agreement below as "Lender", and its successors and assigns.

            (d)   "Borrower"  means  the  person  or  entity  named in the first
                  sentence of this  Agreement  and who executes  this  Agreement
                  below as "Borrower."  For purposes of Section 3.12,  4.10, and
                  5.9 such term also includes any member of a "controlled group"
                  (as defined in ERISA) of which the named Borrower is a member.

            (e)   "CERCLA" is defined in Section 3.13.

            (f)   "Collateral" is defined in Section 2.1.

            (g)   "ERISA" is defined in Section 3.12

            (h)   "Event of Default" is defined in Section 6.1.

            (i)   "Fixed  Charge   Coverage"  means  a  fraction  in  which  the
                  numerator  is the sum of the net  income  of  Borrower  (after
                  provision for federal and state taxes) for the 12-month period
                  preceding the  applicable  date plus the  interest,  lease and
                  rental  expenses  of  Borrower  for the period plus the sum of
                  non-cash  expenses or allowances  for such period  (including,
                  without  limitation,  amortization or write-down of intangible
                  assets,  depreciation,   depletion,  and  deferred  taxes  and
                  expenses)  and  the  denominator  is the  sum  of the  current
                  portion of the long-term debt of Borrower as of the applicable
                  date plus the  interest,  lease


                                       13
<PAGE>

                  and rental  expenses for the  12-month  period  preceding  the
                  applicable  date.  If Borrower  has elected  treatment as an S
                  Corporation under the Internal Revenue Code,  however,  "Fixed
                  Charge  Coverage"  means a fraction in which the  numerator is
                  the sum of the net income of Borrower  (after  deduction of an
                  amount equal to the federal and state income taxes, calculated
                  at  the  marginal  rates  which  would   otherwise  have  been
                  applicable to Borrower at such time, which Borrower would have
                  been  required to pay if it had not elected  treatment as an S
                  Corporation for federal and state income tax purposes) for the
                  12-month  period   preceding  the  applicable  date  plus  the
                  interest, lease and rental expenses of Borrower for the period
                  plus the sum of noncash expenses or allowances for such period
                  (including, without limitation,  amortization or write-down of
                  intangible assets, depreciation, depletion, and expenses), and
                  the  denominator  is the  sum of the  current  portion  of the
                  long-term debt of Borrower as of the applicable  date plus the
                  interest,  lease and rental  expenses for the 12-month  period
                  preceding the applicable date.

            (j)   [Intentionally Omitted].

            (k)   "Note" is defined in Section 1.1 and includes  any  promissory
                  note  or  notes  given  in  extension  or  renewal  of,  or in
                  substitution  for, the original Note, and any amendment to the
                  original  Note or to any  promissory  note or  notes  given in
                  extension or renewal of, or in substitution for, such note.

            (l)   "Term Loan" is defined in Section 1.1.

            (m)   "Security Document" is defined in Section 2.1.

                          ARTICLE VIII. - MISCELLANEOUS

            Section 8.1 No Waiver.  No delay or failure on the part of Lender in
the exercise of any right,  power or privilege  granted under this  Agreement or
the Note, or available at law or in equity,  shall impair any such right,  power
or  privilege  or be  construed  as a  waiver  of any  Event of  Default  or any
acquiescence  therein. No single or partial exercise of any such right, power or
privilege shall preclude the further exercise of such right, power or privilege.
No waiver  shall be valid  against  Lender  unless made in writing and signed by
Lender, and then only to the extent expressly specified therein.

            Section 8.2 Notices.  All notices or consents  required or permitted
by this Agreement  shall be in writing and shall be deemed to have been given or
made (i) when  actually  received,  if  delivered  by hand or sent by  facsimile
transmission,  or (ii) upon the earlier of actual receipt or five (5) days after
mailing, if sent by U.S. Mail, postage prepaid, and addressed as follows:

      (a) If to Lender,                 Alabama Banker's Bank
                                        1000 Urban Center Drive, Suite 240
                                        Birmingham, Alabama 35242
                                        Facsimile Number: (205) 969-0074
                                        Attention: William H. Pitts, Jr.

      (b) If to Borrower,               FirstFed Bancorp, Inc.
                                        1630 4th Avenue North
                                        Bessemer, Alabama 35020
                                        Facsimile Number:
                                        Attention: B.K. Goodwin


                                       14
<PAGE>

Either  Borrower or Lender,  or both, may change its address for notice purposes
by notice to the other party in the manner provided herein.

            Section 8.3  Governing  Law.  This  Agreement  and the Note shall be
governed by and construed and enforced in accordance with the  substantive  laws
of the United States and, to the extent not inconsistent therewith,  the laws of
the State of Alabama, without regard to principles governing conflicts of law.

            Section  8.4  Survival  of  Representations   and  Warranties.   All
representations and warranties  contained in this Agreement or made or furnished
on behalf of Borrower in  connection  herewith  shall  survive the execution and
delivery  of this  Agreement  and the Note and the making of the Term Loan,  and
shall survive until the Term Loan and all interest thereon are paid in full, and
thereafter as provided in Section 8.10.

            Section 8.5  Successors and Assigns.  This Agreement  shall bind and
inure to the benefit of Borrower and Lender, and their respective successors and
assigns; provided, however, Borrower shall have no right to assign its rights or
obligations hereunder to any person or entity.

            Section  8.6  Time of the  Essence.  Time is of the  essence  in the
payment and  performance  of every term and covenant of this  Agreement  and the
Note.

            Section  8.7  Amendments,  etc.  This  Agreement  may be  amended or
modified, and Borrower may take any action herein prohibited, or omit to perform
any action  required to be  performed  by it, only if Borrower  shall obtain the
prior  written  consent  of Lender to such  amendment,  modification,  action or
omission to act,  and no course of dealing  between  Borrower  and Lender  shall
operate  as a  waiver  of any  right,  power or  privilege  granted  under  this
Agreement,  under the Note or the Security Documents,  or available at law or in
equity.  This Agreement,  the Note and the Security Documents contain the entire
agreement   between  Borrower  and  Lender  regarding  the  Term  Loan  and  the
Collateral.  No oral  representations  or statements shall be binding on Lender,
and no agent of Lender  has the  authority  to vary the terms of this  Agreement
except in writing on the face hereof or on a separate page attached hereto.

            Section 8.8 Cumulative  Rights. All rights,  powers,  privileges and
remedies granted hereunder shall be cumulative, may be exercised successively or
concurrently, and shall not be exclusive of any other rights, powers, privileges
or remedies granted by the Note, the Security Documents or any other document or
agreement, or available at law or in equity.

            Section  8.9  Set-off,  etc.  Upon the  occurrence  and  during  the
continuation of an Event of Default, Borrower recognizes Lender's right, without
notice or demand,  to apply any  indebtedness  due or to become due to  Borrower
from  Lender  in  satisfaction  of  any  of  the  indebtedness,  liabilities  or
obligations of Borrower under this Agreement, under the Note, or under any other
note, instrument, agreement, document or writing of Borrower held by or executed
in favor of Lender, including,  without limitation, the right to set off against
any deposits and cash collateral of Borrower held by Lender.  In addition to the
right of setoff,  as additional  collateral for the Term


                                       15
<PAGE>

Loan,  Borrower  hereby  grants  to  Lender a  continuing  lien on and  security
interest in all deposit  accounts of Borrower now or  hereafter  held by Lender,
including  all  certificates  of deposit now or hereafter  issued to Borrower by
Lender.

            Section 8.10 Indemnity.  Borrower hereby agrees to indemnify  Lender
and its officers,  directors,  agents and attorneys against,  and to hold Lender
and all such other persons  harmless  from,  any claims,  demands,  liabilities,
costs,  damages, and judgments (including,  without limitation,  liability under
CERCLA,   the  Federal   Resource   Conservation  and  Recovery  Act,  or  other
environmental  law or  regulation,  and costs of defense  and  attorneys'  fees)
resulting from any  Representation or Warranty made by Borrower or on Borrower's
behalf pursuant to Article III of this Agreement having been false when made, or
resulting from  Borrower's  breach of any of the covenants set forth in Articles
IV or V of this  Agreement.  This  Agreement of indemnity  shall be a continuing
agreement  and  shall  survive  payment  of the  Term  Loan  and  the  Note  and
termination of this Agreement.

            Section 8.11  Participations.  Lender may sell  undivided  interests
("Participations")  in  the  Term  Loan  to  other  financial  institutions  and
insurance  companies  ("Participants")  from time to time.  Borrower consents to
such sales and agrees that Lender may furnish  financial  and other  information
regarding Borrower from time to time to actual and potential Participants.

            Section 8.12  Severability.  Any provision of this  Agreement or any
other loan document to which Borrower is or is to be a party which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  thereof  or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

            Section 8.13 Counterparts.  This Agreement may be executed in two or
more  counterparts,  each of which shall constitute an original,  but when taken
together  shall  constitute  but one  agreement,  and any party may execute this
Agreement by executing and delivering any one or more of such counterparts.

            Section 8.14 Section  Titles.  The section titles  contained in this
Agreement are for convenience only, are without substantive meaning, and are not
a part of the agreement between the parties hereto.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


                                       16
<PAGE>

            WITNESS  the  hands and seals of the  parties  hereto or their  duly
authorized  officers,  partners,  members  or agents on or as of the date  first
above written.

                                        BORROWER:

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________
                                        Its: ___________________________________


ATTEST:

By: ____________________________________
Its: ___________________________________


                                        LENDER:

                                                ALABAMA BANKER'S BANK

                                        By: ____________________________________
                                        Its: ___________________________________


                                       17
<PAGE>

                             STOCK PLEDGE AGREEMENT

      THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement"),  as of the 29th day
of December,  2005, made by FIRSTFED BANCORP,  INC., a Delaware corporation (the
"Pledgor")  with ALABAMA  BANKER'S  BANK, an Alabama  banking  corporation  (the
"Pledgee"),

                              W I T N E S S E T H:
                              --------------------

      WHEREAS,  the Pledgor  and the  Pledgee  have  entered  into the Note,  as
defined herein; and

      WHEREAS,  as an inducement to the Pledgee to make the loan provided for in
the Note,  the Pledgor  agreed to execute this Pledge  Agreement  and,  pursuant
hereto,  to pledge the Pledged Stock,  as defined in this Pledge  Agreement,  as
security for the prompt payment and  performance of the  Obligations (as defined
herein); and

      WHEREAS,  the obligation of the Pledgee to make the Loan is subject to the
condition,  among others, that the Pledgor shall execute and deliver this Pledge
Agreement  and grant the  security  interest  hereinafter  described in order to
secure the due and punctual payment, discharge and performance of each and every
Obligation of the Pledgor.

      NOW,  THEREFORE,  in consideration  of the foregoing,  and intending to be
legally bound hereby, the Pledgor hereby agrees with the Pledgee as follows:

      1. (a) The term "Event of Default" as used in this Pledge  Agreement means
the occurrence of any of the following:

                  (i)   the  occurrence of any Default or Event of Default under
                        the Note;

                  (ii)  the breach by the Pledgor of any of the  covenants  made
                        by the Pledgor in this Pledge Agreement; or

                  (iii) the material  falsity of any of the  representations  or
                        warranties made by the Pledgor in this Pledge  Agreement
                        on or as of the date when made, or at any time after the
                        date  when  made  if  such  representation  or  warranty
                        subsequently  becomes  untrue and remains untrue for ten
                        days or longer.

            (b) The term "Pledged Stock" as used in this Pledge  Agreement means
the  shares  of  stock  described  in  Schedule  I  hereto,  together  will  all
certificates,  options, rights, warrants,  dividends and other distributions now
existing  or  hereafter  issued,  payable  or  arising  as an  addition  to,  in
substitution  or in exchange  for, or on account  of, any such  shares,  and all
proceeds of all the foregoing, whether now or hereafter owned or acquired by the
Pledgor.

<PAGE>

            (c) The term  "Obligations"  as used in this Pledge  Agreement means
every loan of money and other extension of credit heretofore,  now, or hereafter
made to Pledgor, including, without limitation:

                  (i)   The  principal  of and  all  interest  on  that  certain
                        promissory  note of even date  herewith  made by Pledgor
                        and  payable to Pledgee  or its order,  in the  original
                        principal sum of $6,000,000.00  (as such promissory note
                        may  be  hereafter  modified,   increased,   amended  or
                        renewed,  and together with any promissory note given in
                        substitution  or renewal or  amendment  and  restatement
                        thereof, the "Note"), including, but without limitation,
                        the payment of all interest  after  default and interest
                        on any  amount  withheld  or  refused  on account of any
                        set-off or other deduction as provided in the Note, late
                        charges   and  all   costs  of   collection,   including
                        reasonable attorneys' fees; and

                  (ii)  Every  guaranty of payment or  collection of the debt of
                        another  heretofore,  now, or hereafter  entered into by
                        the Pledgor with Pledgee; and

                  (iii) The  payment  and   performance   of  all  of  Pledgor's
                        obligations under this Pledge Agreement; and

                  (iv)  All  other  indebtedness  and other  obligations  of the
                        Pledgor to Pledgee,  including  all sums paid to Pledgee
                        for  Pledgor's  account by  Pledgor or any other  person
                        which are later  recovered  back from Pledgee by Pledgor
                        or  any   representative  of  Pledgor  or  of  Pledgor's
                        creditors,  such as a  trustee  in  bankruptcy,  and any
                        intended cash sale where the cash  consideration was not
                        actually  received  by  Pledgee;   whether  any  of  the
                        foregoing  debts  and  other  obligations  are  joint or
                        several,  primary  or  secondary,  direct  or  indirect,
                        otherwise  secured  or  unsecured,   whether  originally
                        payable or owed to Pledgee or acquired  by Pledgee  from
                        another,  and whether now existing or hereafter incurred
                        prior to  termination  of this  Agreement as hereinafter
                        provided.

            (d) The terms "Secured Obligations" as used in this Pledge Agreement
means, collectively,  the "Obligations" as defined herein and all obligations of
the Pledgor to pay money or perform acts under this Pledge Agreement.

            (e) All other  capitalized  terms used in this Pledge  Agreement and
not specifically  defined herein shall have the respective  meanings assigned to
them in the Note.

      2.  (a)  As  security  for  the  prompt  payment  and  performance  of the
Obligations, the Pledgor hereby assigns, transfers and pledges the Pledged Stock
to the Pledgee and grants to the Pledgee a lien  thereon and  security  interest
therein.


                                       2
<PAGE>

            (b) If the  Pledgor  shall  become  entitled  to  receive  or  shall
receive, in connection with any of the Pledged Stock, any:

                  (i)   stock certificates,  including,  but without limitation,
                        any certificates representing a stock dividend or issued
                        in connection with any increase or reduction of capital,
                        reclassification, merger, consolidation, sale of assets,
                        combination   of  shares,   stock  split,   spin-off  or
                        split-off;

                  (ii)  stock certificates received in connection with Pledgor's
                        exercise of any stock options granted to it;

                  (iii) options, warrants, or rights, whether as an addition to,
                        or in  substitution  or in  exchange  for,  any  of  the
                        Pledged Stock, or otherwise;

                  (iv)  dividends   or   distributions   payable  in   property,
                        including  securities issued by other than the issuer of
                        any of the Pledged Stock; or

                  (v)   cash dividends or distributions  of any sort,  except as
                        otherwise   provided  in  subparagraph  (d)  below  with
                        respect to cash dividends paid out of earned surplus,

the  Pledgor  shall  accept the same as the  Pledgee's  agent,  in trust for the
Pledgee,  and shall deliver the same  forthwith to the Pledgee in the exact form
received with, as applicable,  the Pledgor's  endorsement,  when  necessary,  or
appropriate  stock  powers duly  executed in blank,  to be held by the  Pledgee,
subject to the terms hereof, as part of the Pledged Stock.

            (c) Upon an event of default,  the Pledgee may at its election  have
any or all of the Pledged  Stock  registered in its name or that of its nominee,
and the Pledgor hereby covenants that, upon the Pledgee's  request,  the Pledgor
will cause the issuer,  transfer  agent,  or registrar  of the Pledged  Stock to
effect  such  registration.  Immediately  and  without  further  notice upon the
occurrence  of an Event of Default,  whether or not the Pledged Stock shall have
been  registered  in the name of the Pledgee or its nominee,  the Pledgee or its
nominee shall have, with respect to the Pledged Stock, the right to exercise all
voting rights as to all of the Pledged Stock,  to waive notice of  stockholders'
meetings,  to execute actions by written  consent in lieu of a meeting,  and all
other corporate  rights,  and all conversion,  exchange,  subscription and other
rights,  privileges  and options  pertaining  thereto as if it were the absolute
owner thereof,  including,  without limitation, the right to exchange any or all
of  the   Pledged   Stock  upon  the  merger,   consolidation,   reorganization,
recapitalization  or  other  readjustment  of the  issuer  thereof,  or upon the
exercise by such issuer of any right,  privilege, or option pertaining to any of
the Pledged Stock, and, in connection  therewith,  to deliver any of the Pledged
Stock  to  any  committee,   depository,  transfer  agent,  registrar  or  other
designated  agency  upon such  terms and  conditions  as it may  determine,  all
without  liability except to account for property  actually  received by it; but
the  Pledgee  shall  have no  duty  to  exercise  any of the  aforesaid  rights,
privileges or options and shall not be  responsible  for any failure to do so or
any delay in so doing.


                                       3
<PAGE>

            (d)  Unless  an  Event  of  Default   shall  have  occurred  and  be
continuing,  and unless  otherwise  prohibited by the Note, the Pledgor shall be
entitled to receive for its own use cash dividends  paid out of earned  surplus.
Upon the  occurrence  of an Event of Default,  the  Pledgee may at its  election
require any or all such cash  dividends to be delivered to the Pledgee,  and the
Pledgor agrees upon request to deliver such dividends to the Pledgee as and when
received,  endorsed  to the order of the  Pledgee or in blank,  to be cashed and
held by the  Pledgee  as  additional  security  hereunder  or, at the  Pledgee's
election,  to be  applied  toward  the  payment or  performance  of the  Secured
Obligations. Pending delivery of such cash dividends to the Pledgee, the Pledgor
agrees to hold the same as the Pledgee's agent, in trust for the Pledgee.

            (e) The Pledgor  warrants and will,  at its own expense,  defend the
Pledgee's right,  title,  special  property and security  interest in and to the
Pledged  Stock  against the claims of any  person,  firm,  corporation  or other
entity.  This warranty and covenant shall survive the termination of this Pledge
Agreement.

            (f) The Pledgor shall use its best efforts,  upon the request of the
Pledgee, to cause any issuer,  transfer agent, or registrar of the Pledged Stock
to take all such  actions and execute all such  documents as may be necessary or
appropriate  to (i) remove any  restrictive  legends placed on the Pledged Stock
that are not legally  required for such Pledged Stock held by the Pledgee;  (ii)
after an Event  of  Default,  effect  any  sale or  sales  of  Pledged  Stock in
accordance  with Rule 144 under the Securities  Act; and (iii) after an Event of
Default,  effect  any sale or other  distribution  of the  Pledged  Stock in any
lawful public or private sale or other disposition.

      3. (a) Upon the occurrence of an Event of Default,  the Pledgee may at its
election,  without  demand of  performance  or other demand,  advertisement,  or
notice  of any kind  (except  the  notice  specified  below of time and place of
public or private  sale and any other notice which is required by law and cannot
be waived) to or upon the Pledgor or any other  person (all of which are, to the
extent  permitted by law,  hereby  expressly  waived),  realize upon the Pledged
Stock or any part thereof,  and may sell or otherwise dispose of and deliver the
Pledged Stock or any part thereof or interest  therein,  in one or more parcels,
at public or private sale or sales, at any exchange, broker's board or at any of
the Pledgee's offices or elsewhere, at such prices and on such terms (including,
but without  limitation,  a requirement that any purchaser of all of any part of
the  Pledged  Stock  purchase  the shares  constituting  the  Pledged  Stock for
investment and without any intention to make a  distribution  thereof) as it may
deem appropriate and as shall be commercially reasonable, for cash or on credit,
or for future delivery without  assumption of any credit risk, with the right in
the Pledgee or any  purchaser  to  purchase  upon any such sale the whole or any
part of the  Pledged  Stock  free of any right or equity  of  redemption  in the
Pledgor.

            (b) Upon an occurrence  of an Event of Default,  the Pledgee may, at
its election,  either (i) exercise any unexercised  options held by Pledgor and,
in connection  with the exercise  thereof,  require that the stock  certificates
evidencing the shares received upon such exercise be issued to Pledgee,  or (ii)
assign  said  unexercised  options  to  any  one  or  more  third  parties.  The
disposition of the optioned shares or the options, as applicable,  shall be made
pursuant to the terms of paragraph  3(a) hereof.  The Pledgor  agrees to execute
and deliver any and all such documents,  instruments,  certificates,  directions
and other  writings as may be requested  by the Pledgee,  in order to permit the
Pledgee to confirm  and  consummate  the  transfer or other  disposition  of the
options or the optioned  shares pursuant to this paragraph 3(b), and the


                                       4
<PAGE>

Pledgor further agrees that the Pledgee may, at its election,  utilize any Power
of  Attorney  granted to Pledgee in order to execute  any and all such  writings
for, and in the name, place and stead of Pledgor.

            (c) The  proceeds  of any such  disposition  or other  action by the
Pledgee shall be applied as follows:

                  (i)   first, to the costs and expenses  incurred in connection
                        therewith  or  incidental  thereto  or in  the  care  or
                        safekeeping  of any of the  Pledged  Stock or in any way
                        relating  to  the  rights  of  the  Pledgee   hereunder,
                        including  brokers' fees and  commissions and reasonable
                        attorneys' fees and legal expenses;

                  (ii)  second,  to the payment and  performance  of the Secured
                        Obligations;

                  (iii) third,  to the payment of any other amounts  required by
                        applicable law (including,  without limitation,  Section
                        9-615(a)(3) of the Uniform Commercial Code); and

                  (iv)  fourth, to the Pledgor or its transferees, to the extent
                        of any surplus proceeds.

            (d) The Pledgee need not give more than ten days' notice of the time
and place of any public  sale or of the time after  which any  private  sale may
take place,  which notice the Pledgor hereby agrees to be reasonable;  provided,
however,  that the Pledgee at any time,  without any notice to the Pledgor,  may
sell any of the Pledged Stock which is customarily sold on a recognized market.

            (e) The Pledgor  recognizes that the Pledgee may be unable to effect
a public  sale of all or a part of the  Pledged  Stock and may be  compelled  to
resort to one or more private sales to a restricted group of purchasers who will
be  obligated to agree,  among other  things,  to acquire the Pledged  Stock for
their own account,  for  investment and not with a view to the  distribution  or
resale thereof.  The Pledgor  acknowledges that any such private sales may be at
prices and on terms less  favorable to the Pledgee  than those of public  sales,
and  agrees  that  such  private  sales  shall be  deemed to have been made in a
commercially  reasonable  manner and that the Pledgee has no obligation to delay
sale of any Pledged Stock to permit the issuer thereof to register it for public
sale under the Securities Act.

      4. The Pledgor represents and warrants that:

            (a) it  has,  and  has  duly  exercised,  all  requisite  power  and
authority to enter into this Pledge  Agreement,  to pledge the Pledged Stock for
the  purposes  described in paragraph  2(a),  and to carry out the  transactions
contemplated by this Pledge Agreement;

            (b) it is the  legal  and  beneficial  owner  of all of the  Pledged
Stock;


                                       5
<PAGE>

            (c) all of the shares of the Pledged  Stock are owned by the Pledgor
free of any  pledge,  mortgage,  hypothecation,  lien,  charge,  encumbrance  or
security  interest  in such  shares or the  proceeds  thereof,  except  for that
granted hereunder; and

            (d) upon  delivery of the Pledged Stock to the Pledgee or its agent,
this  Pledge  Agreement  shall  create a valid  first  lien  upon and  perfected
security interest in the Pledged Stock and the proceeds  thereof,  subject to no
prior security interest, lien, charge or encumbrance, or agreement purporting to
grant to any third party a security  interest  in the  property or assets of the
Pledgor which would include the Pledged Stock.

      5. (a) The  Pledgor  will  not,  without  the  Pledgee's  written  consent
obtained in advance:

                  (i)   sell,  give or  otherwise  dispose of any of the Pledged
                        Stock or any  interest  therein  or  create,  incur,  or
                        permit  to exist any  pledge,  mortgage,  lien,  charge,
                        encumbrance or any security  interest  whatsoever in, or
                        with  respect  to,  any  of  the  Pledged  Stock  or the
                        proceeds thereof, other than that created hereby; or

                  (ii)  consent to or approve  the  issuance  of any  additional
                        shares of any class of  capital  stock by the  issuer of
                        the  Pledged  Stock;   or  any  securities   convertible
                        voluntarily by the holder thereof or automatically  upon
                        the  occurrence  or   nonoccurrence   of  any  event  or
                        condition into, or exchangeable for, any such shares; or
                        any  warrants,  options,  rights,  or other  commitments
                        entitling  any person to purchase or  otherwise  acquire
                        any such shares.

            (b) The Pledgor  shall,  upon the request of the  Pledgee,  promptly
deliver to the  Pledgee  all  written  notices,  and  promptly  give the Pledgee
written  notice of any other  notices,  received by the Pledgor  with respect to
Pledged Stock at any time after such request is made.

            (c) The Pledgor shall at any time,  and from time to time,  upon the
request of the Pledgee,  execute and deliver such further  documents and do such
further  acts and things as the  Pledgee  may  reasonably  request to effect the
purposes of this Pledge Agreement.

            (d) The Pledgor shall, at any time and from time to time, execute in
blank and deliver to the Pledgee an  Irrevocable  Stock  Assignment and Power of
Attorney,  in substantially  the form of Exhibit A hereto,  with respect to each
certificate or instrument now or hereafter evidencing the Pledged Stock.

      6. (a) Upon the  occurrence of an Event of Default,  the Pledgee agrees to
deliver   irrevocable  proxies  with  respect  to  the  Pledged  Stock  in  form
satisfactory to the Pledgee,  and, until receipt of such separate proxies,  this
Pledge  Agreement  shall  constitute  the Pledgor's  proxy to the Pledgee or its
nominee to vote all shares of Pledged  Stock then  registered  in the  Pledgor's
name at any and all such times as the  Pledgee has the right to vote such shares
pursuant to the terms of this Pledge  Agreement.  Such power of attorney granted
hereby is coupled with an interest and is irrevocable.


                                       6
<PAGE>

            (b) Whenever any checks,  drafts or other  instruments are delivered
to or come into the  possession  of the Pledgee and the Pledgee has the right at
such time under this Pledge  Agreement or otherwise to hold such writings or the
sums  evidenced  thereby as additional  security  hereunder or to apply the same
toward the payment or performance of the Obligations,  the Pledgee is authorized
to endorse  such  writings in the name of the  Pledgor,  and the Pledgor  hereby
irrevocably  constitutes and appoints the Pledgee,  its officers and agents,  as
its attorneys-in-fact for such purposes.

      7. Upon the final,  nonavoidable payment and performance in full of all of
the Secured  Obligations,  the  termination of all commitments of the Pledgee to
lend  money or  otherwise  extend  credit  under the Note,  the  payment  of all
additional  costs and  expenses of the Pledgee as provided  herein,  and written
demand for  termination  from the  Pledgor to the  Pledgee,  the  Pledgee  shall
deliver  to the  Pledgor a written  termination  of this  Pledge  Agreement  and
thereupon this Pledge  Agreement  (except  paragraph 2(e) hereof with respect to
any of the Pledged  Stock sold or otherwise  disposed of by the  Pledgee)  shall
terminate  and the  Pledgee  shall  deliver  to the  Pledgor,  at the  Pledgor's
expense,  such of the  Pledged  Stock as shall not have  been sold or  otherwise
applied or disposed of pursuant  to this Pledge  Agreement.  Until  termination,
this Pledge Agreement shall be a continuing agreement in every respect,  even if
from time to time there are no outstanding Secured Obligations.

      8. Any notices or consents  required or permitted by this Pledge Agreement
shall be in writing and shall be deemed delivered if delivered in person or sent
by certified mail, postage prepaid,  return receipt requested,  or facsimile, as
follows, unless such address is changed by written notice hereunder:

                  (1)   If to the Pledgor:
                        FirstFed Bancorp, Inc.
                        1630 4th Avenue North
                        Bessemer, Alabama 35020
                        Attn: B. K. Goodwin
                        Facsimile: ___________________

                  (2)   If to the Pledgee:
                        Alabama Banker's Bank
                        1000 Urban Center Drive
                        Suite 240
                        Birmingham, Alabama 35242
                        Attn: William H. Pitts, Jr.
                        Facsimile: (205) 969-0574

      9. (a) Beyond the exercise of  reasonable  care to assure the safe custody
of the Pledged Stock while held by it hereunder,  the Pledgee shall have no duty
or liability to preserve the value of the Pledged Stock or any rights pertaining
thereto and shall be relieved of all  responsibility  for the Pledged Stock upon
surrendering it or tendering surrender of it to the Pledgor.


                                       7
<PAGE>

            (b) No course of dealing between the Pledgor and the Pledgee, or any
failure to exercise or any delay in exercising any right,  power or privilege of
the  Pledgee  hereunder  or under the  Note,  shall  operate  as a waiver of the
Pledgee's  rights  and  remedies  under  the  Pledge  Agreement,  the  Note,  or
applicable law; nor shall any single or partial exercise of any right,  power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.

            (c) The rights and remedies  provided  herein and in the Note and in
all other agreements,  instruments,  and documents  delivered  pursuant to or in
connection  with the Note or this Pledge  Agreement  are  cumulative  and are in
addition  to, and not  exclusive  of, any rights or  remedies  provided  by law,
including,  without limitation, the rights and remedies of a secured party under
the Uniform Commercial Code.

            (d) The provisions of this Pledge  Agreement are  severable,  and if
any clause or provision  shall be held invalid or  unenforceable  in whole or in
part in any jurisdiction,  then such invalidity or unenforceability shall affect
only such clause or provision or part thereof in such jurisdiction and shall not
in any manner affect such clause or provision in any other  jurisdiction  or any
other clause or provision of this Pledge Agreement in any jurisdiction.

            (e) This Pledge  Agreement  shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.

            (f) If two or more persons or entities execute this Pledge Agreement
as Pledgors,  such Pledgors  shall be jointly and severally  bound and obligated
hereunder, and the terms "the Pledgor" and "its" as used herein mean and include
each such Pledgor and also all of such Pledgors.

            (g) This Pledge  Agreement shall be construed in accordance with the
substantive  law of the United States and the State of Alabama without regard to
principles of conflicts of law, except to the extent that the application of the
law of another jurisdiction is required to give effect to or to make enforceable
any of the provisions hereof.

            (h) The Pledgor hereby waives acceptance and notice of acceptance of
this Pledge  Agreement by the Pledgor and agrees that this Pledge Agreement will
be fully effective when executed by the Pledgor and delivered to the Pledgee.

            (i)  This  Pledge  Agreement  is  intended  to  take  effect  as  an
instrument under seal.

            (j) Pledgor and Pledgee  hereby  waive any right to trial by jury in
any litigation  arising out of or relating to this Pledge Agreement or the Loan.
Pledgor  certifies  that no  representative  or agent of  Pledgee  or  Pledgee's
counsel has represented,  expressly or otherwise,  that Pledgee will not seek to
enforce  this waiver of jury trial.  Pledgor  acknowledges  that the Pledgee has
been  induced to enter into the Loan in part because of the  provisions  of this
paragraph concerning waiver of jury trial and that, but for this provision,  the
interest  rate on the Loan would be higher.  The Pledgor and Pledgee  agree that
either  may  file a copy of this  Pledge  Agreement  with any  court as  written
evidence of the knowing,  voluntary  and  bargained  for  agreement  between the
parties  irrevocably  to


                                       8
<PAGE>

waive trial by jury and that any dispute or controversy  of any kind  whatsoever
between them shall instead be tried in a court competent jurisdiction by a judge
sitting without a jury.

                            [Signature Page Follows]


                                       9
<PAGE>

      IN WITNESS  WHEREOF,  the Pledgor has caused this Pledge  Agreement  to be
duly  executed  and its seal to be affixed  hereto on or as of the date and year
first above written.

                                        THE PLEDGOR:

                                                FIRSTFED BANCORP, INC.


                                        By: ____________________________________

                                        Its: ___________________________________


                                        Accepted at Birmingham, Alabama

                                        THE PLEDGEE:

                                                ALABAMA BANKER'S BANK


                                        By: ____________________________________
                                        Its: ___________________________________


                                        Date: __________________________________


                                       10
<PAGE>

                                   SCHEDULE I

                        Certificate         Number
       Issuer               No.           Of Shares             Shareholder
--------------------------------------------------------------------------------
First Financial Bank                                      FirstFed Bancorp, Inc.


                                       11
<PAGE>

                                    EXHIBIT A
                           (to Stock Pledge Agreement)

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,  sell,  assign and  transfer  unto  ___________________
({_______________})  shares, represented by certificate(s) No. {_______________}
(the "Stock"),  of the common stock of FIRST FINANCIAL BANK standing in the name
of the undersigned on the books of said Corporation, AND does hereby irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
{__________________},  Alabama  on or as of this  _____  day of  ______________,
20{____}.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       12
<PAGE>

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,   sell,  assign  and  transfer  unto  _________________
(__________)  shares,   represented  by  certificate  No.   ______________  (the
"Stock"),  of the common stock of FIRST  FINANCIAL  BANK standing in the name of
the undersigned on the books of said  Corporation,  AND does hereby  irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
Birmingham, Alabama on or as of this 29th day of December, 2005.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       13
<PAGE>

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,   sell,  assign  and  transfer  unto  _________________
(_______________) shares, represented by certificate(s) No. _______________ (the
"Stock"),  of the common stock of FIRST  FINANCIAL  BANK standing in the name of
the undersigned on the books of said  Corporation,  AND does hereby  irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
Birmingham, Alabama on or as of this 29th day of December, 2005.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       14
<PAGE>

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,   sell,  assign  and  transfer  unto  _________________
(_______________) shares, represented by certificate(s) No. _______________ (the
"Stock"),  of the common stock of FIRST  FINANCIAL  BANK standing in the name of
the undersigned on the books of said  Corporation,  AND does hereby  irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
Birmingham, Alabama on or as of this 29th day of December, 2005.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       15
<PAGE>

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,   sell,  assign  and  transfer  unto  _________________
(_______________) shares, represented by certificate(s) No. _______________ (the
"Stock"),  of the common stock of FIRST  FINANCIAL  BANK standing in the name of
the undersigned on the books of said  Corporation,  AND does hereby  irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
Birmingham, Alabama on or as of this 29th day of December, 2005.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       16
<PAGE>

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,   sell,  assign  and  transfer  unto  _________________
(_______________) shares, represented by certificate(s) No. _______________ (the
"Stock"),  of the common stock of FIRST  FINANCIAL  BANK standing in the name of
the undersigned on the books of said  Corporation,  AND does hereby  irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
Birmingham, Alabama on or as of this 29th day of December, 2005.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       17
<PAGE>

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,   sell,  assign  and  transfer  unto  _________________
(_______________) shares, represented by certificate(s) No. _______________ (the
"Stock"),  of the common stock of FIRST  FINANCIAL  BANK standing in the name of
the undersigned on the books of said  Corporation,  AND does hereby  irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
Birmingham, Alabama on or as of this 29th day of December, 2005.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       18
<PAGE>

              STOCK ASSIGNMENT AND POWER SEPARATE FROM CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

      THAT the undersigned FIRSTFED BANCORP, INC.

FOR VALUE RECEIVED, has bargained, sold, assigned, and transferred, and by these
presents  does  bargain,   sell,  assign  and  transfer  unto  _________________
(_______________) shares, represented by certificate(s) No. _______________ (the
"Stock"),  of the common stock of FIRST  FINANCIAL  BANK standing in the name of
the undersigned on the books of said  Corporation,  AND does hereby  irrevocably
constitute and appoint _________________________ the true and lawful Attorney(s)
for and in the name and stead of the undersigned,  to sell, assign, and transfer
all or any part of said  Stock,  and for that  purpose to make and  execute  all
necessary  assignments  and transfers  thereof,  and to  substitute  one or more
persons  with like  power,  AND does  hereby  ratify and  confirm  all that said
Attorney(s)  or such  substitute  or  substitutes  shall  lawfully  do by virtue
hereof.

      IN WITNESS WHEREOF, the duly authorized officer(s) of the undersigned have
executed  this  instrument  on its behalf and have  affixed  its seal  hereto at
Birmingham, Alabama on or as of this 29th day of December, 2005.

                                                FIRSTFED BANCORP, INC.

                                        By: ____________________________________

                                        Its: ___________________________________


                                        SIGNATURES GUARANTEED

                                        ________________________________________

                                        By: ____________________________________
                                        Its: ___________________________________


                                       19
<PAGE>

                                 PROMISSORY NOTE

$6,190,000.00                                          Birmingham, Alabama
                                                               December 29, 2005

      FOR VALUE RECEIVED,  the undersigned  FIRSTFED  BANCORP,  INC., a Delaware
corporation ("Borrower"), promises to pay to the order of ALABAMA BANKER'S BANK,
an Alabama banking corporation  ("Lender" or, together with any successor or any
other holder of this Note, "Holder"),  at the office of the Lender at 1000 Urban
Center Drive,  Suite 240,  Birmingham,  Alabama 35242, or at such other place as
the Holder may  designate,  the principal sum of Six Million One Hundred  Ninety
Thousand and 00/100 Dollars ($6,190,000.00) in legal tender of the United States
of America and immediately available funds at the place payment is due, together
with interest thereon  calculated at the rate and in the manner set forth below.
Interest shall accrue on the unpaid balance of this Note at a floating per annum
rate  equal to the "Prime  Rate",  as  hereinafter  defined.  Interest  shall be
calculated on the basis of a 360-day year and the actual number of days elapsed.

      As used  herein,  the  "Prime  Rate"  shall  mean that per  annum  rate of
interest announced by Holder from time to time as its prime rate. The Prime Rate
is not  necessarily  the  lowest  rate of  interest  offered  by  Lender  to any
Borrower.  The Prime Rate may change from time to time, upward or downward,  and
the  rate  of  interest   payable  by  the  Borrower   hereunder   shall  change
simultaneously with each such change in the Prime Rate. The Prime Rate as of the
date of this Note is ______________ percent, per annum (_____%), and accordingly
the rate of interest initially payable hereunder is _____________  percent,  per
annum (____%).

            Borrower  promises to pay accrued  interest on the  principal sum of
this note on the 31st day of each March, June,  September and December hereafter
commencing March 31, 2006, and another such installment shall be due and payable
on the same day of each March,  June,  September and December  thereafter and at
final  maturity of the principal  sum. In addition to such payments of interest,
Borrower  promises  to pay the  principal  sum of  this  note  in  equal  annual
installments  of  principal  in the  amount  of  $412,666.66  each and one final
installment  in the amount of the  unpaid  principal  amount of this  note,  all
accrued but unpaid  interest  thereon,  and all other sums, if any, then due but
unpaid under this note. The first such  installment  shall be due and payable on
December 31, 2006, and another such installment  shall be due and payable on the
same day of each year  thereafter  until  December 31,  2020,  at which time the
final installment shall be due and payable.

      In relation to any payment  made by Borrower to Lender,  each such payment
shall be applied first to accrued but unpaid interest,  next to any late charges
and other  charges then due and owing under this Note,  and then in reduction of
the principal sum.

<PAGE>

      If any payment of principal or interest on this Note shall become due on a
Saturday,  Sunday or any day on which the Holder of this Note is legally  closed
to business, such payment shall be made on the next succeeding business day, and
interest  shall continue to accrue on the entire unpaid balance of the principal
sum of this Note until such payment is received by the Holder.

      Borrower  may  prepay  this  Note in full or in part  without  premium  or
penalty.

      This Note is the note  referred to in, and is entitled to the  security of
that certain Stock Pledge  Agreement from Borrower to Secured Party evidencing a
pledge of stock held by Borrower in First Financial Bank.

      Borrower  agrees to pay to the  Lender,  on demand,  a late  charge on any
scheduled  payment hereunder that is in default 10 days or more. The late charge
shall be equal to 5% of the amount of such scheduled installment in default, but
not less than  $20.00 nor  greater  than the maximum  amount  permitted  by law,
whichever is less. This late charge shall be in addition to any default interest
payable hereunder, as provided for herein.

      Without  in  any  way  limiting  the  generality  of  the  foregoing,  the
occurrence of any one or more of the following  events shall constitute an Event
of Default under this Note:

      (a) If Borrower  fails to pay when due any  installment  of  principal  or
interest under this Note, or any other sum provided for herein, and such failure
shall continue for ten (10) days after written notice has been given to Borrower
of the same;

      (b) If any  default or "Event of Default"  shall occur under any  Security
Document (after giving effect to any applicable  notice,  grace and cure periods
provided for therein);

      (c) If Borrower  shall  default in the  payment  when due of any other sum
owed to the  Lender  under any  other  instrument  or  agreement  heretofore  or
hereafter made by the Borrower with the Lender;

      (d) [intentionally left blank]

      (e) (i) If a petition in bankruptcy  is filed by or against  Borrower or a
receiver or trustee of any of the property of Borrower is appointed;  or (ii) if
Borrower files a petition or an answer seeking  reorganization  under any of the
provisions of the bankruptcy  law or of any other law,  state or federal,  or to
take advantage of any bankruptcy,  reorganization,  insolvency,  readjustment of
debt,  dissolution,  or  liquidation  law or statute,  or admitting the material
allegations of a petition filed against it in any proceeding under any such law;
or (iii) if Borrower shall take any  corporate,  partnership or other action for
the purpose of effecting any of the foregoing,  or enters into or consents to an
arrangement with creditors, or makes an assignment for the benefit of creditors,
or  is  adjudged   insolvent  by  any  state  or  federal   court  of  competent
jurisdiction;  or (iv) if Borrower  admits in writing its  inability  to pay its
debts as they  mature;  or (v) if an order,


                                       2
<PAGE>

judgment or decree shall be entered without the application, approval or consent
of the  debtor by any court of  competent  jurisdiction,  approving  a  petition
seeking  reorganization  of  Borrower  of  all  or a  substantial  part  of  the
properties or assets of Borrower or appointing or ordering a receiver,  trustee,
or liquidation of Borrower;  provided,  however,  that Borrower,  as applicable,
shall have sixty (60) days to have dismissed of record any involuntary  petition
filed against it; or

      (f) If any financial  statement,  warranty,  representation or certificate
made or  furnished  by  Borrower in or pursuant  to the  Security  Documents  or
otherwise  in  connection  with the  indebtedness  evidenced  hereby  should  be
materially false, incorrect, or incomplete when made; or

      (g) If any financial  statement,  warranty,  representation or certificate
made or furnished  by the  Borrower in or pursuant to the Security  Documents or
otherwise  in  connection  with the  indebtedness  evidenced  hereby  should  be
materially false, incorrect, or incomplete when made; or

      (h) Except as may be permitted in the applicable Security Document, if the
Borrower  sells,  conveys or encumbers its interest in all or any portion of the
collateral without the prior written consent of the Lender, which consent may be
withheld in the Lender's sole discretion; or

      (i) If Borrower  defaults in the  performance  or  observance of any other
covenant,  condition or agreement under this Note or the Security  Documents and
such default continues unremedied for as much as fifteen (15) days after written
notice thereof is given to Borrower;  provided,  however, that if the default is
not capable of being cured within said time period,  it shall not be an event of
default  hereunder  unless  Borrower  shall fail to commence to cure the default
within  the  fifteen  (15) day  period  provided  or  thereafter  shall  fail to
diligently continue to pursue curing the default.

If any one or more of the foregoing  Events of Default  shall occur,  the entire
unpaid principal balance of this Note, together with accrued but unpaid interest
thereon,  at the option of the Holder of this Note (but without  requirement  of
notice to or demand on any other  party),  shall be and become  due and  payable
immediately,  and the  Holder of this Note may  proceed to  exercise  any remedy
available to it at law or in equity.

      Notwithstanding anything to the contrary set forth elsewhere in this Note,
upon the occurrence and during the continuance of an Event of Default  hereunder
or under any  Security  Document,  this Note  shall bear  interest  at a default
interest  rate equal to two  percent  (2.00%) in excess of the rate of  interest
that would  otherwise be payable  hereunder.  This default  interest  rate shall
apply to the entire  unpaid  principal  balance then due and payable  under this
Note,  and to the extent  permitted  by law, to any accrued and unpaid  interest
thereon and other fees, charges and costs payable under the Security Documents.


                                       3
<PAGE>

      Time is of the essence  with  respect to the  payment of every  payment of
principal and of interest  hereunder and the performance of every other covenant
made by Borrower  under this Note,  the Security  Documents  and under any other
agreement which secures the payment of this Note.

      Borrower hereby waives demand,  presentment,  dishonor, notice of dishonor
and any other  requirement  necessary  to hold the  Borrower  obligated  hereon.
Borrower  hereby  agrees that the  obligations  evidenced by this Note may, from
time to time, in whole or in part, be released or modified without notice to, or
reservation  of  rights  against,  Borrower,  and  that  any  collateral  now or
hereafter held for the  obligations of Borrower under this Note may hereafter be
released, compromised, or exchanged, and that the Holder may fail to perfect its
lien or security interest in such collateral or may permit the perfection of its
lien or security  interest in such  collateral to lapse,  all without in any way
affecting or releasing the liability of Borrower under this Note.

      Borrower agrees to pay all  intangibles  taxes,  documentary  stamp taxes,
recording  fees or taxes  and  other  taxes  and  fees  due to any  governmental
authority  in  connection  with the  execution  and  delivery of this Note,  the
Security  Documents or any other  agreement  which provides  collateral for this
Note.

      As additional collateral for the payment of this Note, Borrower transfers,
assigns,  pledges,  and sets over to Holder, and grants Holder a continuing lien
upon and security interest in all deposits and credits which Borrower may now or
hereafter  have with the  Holder.  Holder is hereby  authorized,  at any time or
times after the  occurrence of an Event of Default and without prior notice,  to
apply such deposits and credits, in whole or in part and in such order as Holder
may elect,  to the  payment  of, or as a reserve  against,  the  obligations  of
Borrower under this Note.

      Borrower agrees to pay to Holder, in addition to the other amounts payable
under this Note, all costs and expenses,  including  without  limitation,  court
costs and  reasonable  attorneys'  fees,  incurred by the Holder of this Note in
collecting,  securing or  attempting  to collect or secure this Note,  including
reasonable  attorneys'  fees  incurred in  connection  with any appeal or in any
bankruptcy proceedings filed by or against Borrower.

      Holder  shall not by any act,  delay,  omission or  otherwise be deemed to
have waived any of its rights or remedies under the Note, any Security  Document
or under  any  agreement  which  provides  collateral  for this  Note,  or under
applicable law.  Holder may accept late payments  and/or partial  payments under
this Note without  waiving or otherwise  impairing  its right to require  strict
conformance  to the terms  hereof.  All rights and remedies of Holder under this
Note,  under any such  agreement  providing  collateral for this Note, and under
applicable  law  shall  be  cumulative  and  may be  exercised  successively  or
concurrently.   Any  provision  of  this  Note  which  shall  be  deemed  to  be
unenforceable  or invalid under any such law shall be  ineffective to the extent
of such  unenforceability  or invalidity without affecting the enforceability or
validity of any other provision hereof.


                                       4
<PAGE>

      Notwithstanding  any  provision  contained  in this  Note or any  Security
Document to the contrary,  the parties  intend that no provision of this Note or
the Security Documents be interpreted,  construed,  applied or enforced so as to
permit or require the payment or collection of interest, whether before or after
maturity  of this  Note,  in excess of the  maximum  rate  permitted  by the law
applicable to this transaction (the "Maximum Permitted Rate"). If, however,  any
such  provision is so  interpreted,  construed,  applied or  enforced,  then the
parties intend: (i) that such provision automatically shall be reformed nunc pro
tunc so as to require  payment only of interest at the Maximum  Permitted  Rate,
and (ii) if the Holder of this Note has received  interest payments in excess of
such Maximum Permitted Rate, that the amount of such excess be credited nunc pro
tunc in reduction of the  principal  amount of this  obligation,  together  with
interest at such Maximum Permitted Rate.

      IN WITNESS WHEREOF, the undersigned has caused this Note to be executed on
the date first above written with the intention that this Note shall  constitute
a sealed instrument.

                                        BORROWER:

                                        FIRSTFED BANCORP, INC.


                                        By: ____________________________________

                                        Its: ___________________________________


                                       5