EXHIBIT 10.3

                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This Amended and Restated Agreement (the "Agreement") made as of the 1st
day of January, 1990, amended as of August 30, 1993 and as of January 1, 1994,
and amended and restated as of May 8, 1996, between FIRST STATE CORPORATION, a
bank holding company (hereinafter referred to as the "Corporation") and its
wholly owned bank subsidiary, FIRST STATE BANK AND TRUST COMPANY (hereinafter
referred to as the "Bank"), both organized and existing under the laws of the
State of Georgia with their principal offices and places of business being
located in Albany, Georgia, and DOUGLAS E. WREN (hereinafter referred to as
"Executive").

                              W I T N E S S E T H:

     WHEREAS, the Executive has been serving as a senior officer of the
Corporation and the Bank since January 31, 1986, and is now serving as President
and Chief Operating Officer of the Corporation and as President and Chief
Executive Officer of the Bank; and

     WHEREAS, the Corporation, the Bank and the Executive entered into an
employment agreement reflecting certain terms of the Executive's employment
relationship with the Corporation and the Bank as of January 1, 1990, as amended
from time to time thereafter (the "1990 Agreement"); and

     WHEREAS, the parties desire to amend and restate the 1990 Agreement;

     NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein set forth, the parties hereto agree as follows:
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     (1) Employment. The Executive hereby agrees to serve as President and Chief
Operating Officer of the Corporation and as President and Chief Executive
Officer of the Bank, or in such other executive position of similar or greater
responsibilities with the Corporation or the Bank (or an affiliated corporation)
as he may be designated to hold, for the term of this Agreement, subject to the
terms set forth herein and the provisions of the Bylaws of the Corporation and
the Bank. During his employment hereunder, the Executive shall devote his
efforts and attention, substantially on a full-time basis, to the performance of
the duties required of him as an executive of the Corporation and the Bank.

     (2) Term.

          (a) This Agreement and the Executive's employment hereunder shall be
     effective as of January 1, 1990, and shall continue for a sixty (60) month
     term initially ending on December 31, 1994. This Agreement shall
     automatically be extended for successive twelve (12) month periods at the
     end of each calendar year (so that this Agreement will always have a sixty
     (60) month term), unless either party gives written notice to the other of
     its intent not to extend this Agreement with such written notice to be
     given not less than ninety (90) days prior to the end of a calendar year.
     In the event such notice of nonextension is properly given, this Agreement
     shall terminate at the end of the sixty (60) month term then in effect.
     However, notwithstanding the provisions of this Section (2)(a), no
     extension will be granted that would extend the term of this Agreement
     beyond the last day of the month during which the Executive attains age
     sixty-five (65).

          (b) The Executive's employment hereunder may be terminated by either
     party prior to the end of the sixty (60) month term hereof upon ninety (90)
     days prior written notice to the other party, provided, that, in the event
     of such termination, the Corporation


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     and the Bank shall be obligated to make the payments and provide the
     benefits, if any, described in Section (4) below.

     (3) Compensation. As compensation for his services during the term of this
Agreement, the Executive shall receive the amounts and benefits set forth in
subsections (a), (b), (c), (d) and (e) below:

          (a) An annual salary effective January 1, 1990, of $100,000 prorated
     for any partial year of employment, subject to annual review for increases
     in light of the size and performance of the Corporation and the Bank at
     such time as the Corporation and the Bank conduct salary reviews for their
     officers generally. The Executive's salary shall be payable bimonthly or in
     accordance with the Corporation's and the Bank's regular payroll practices
     in effect from time to time for officers of his level;

          (b) Participation on an annual basis in the "Senior Management
     Incentive Compensation Plan" (the "SMICP"), or such other successor annual
     incentive compensation program as may be maintained from time to time for
     the benefit, generally, of the senior management employees of the
     Corporation and the Bank (the SMICP and such other successor annual
     incentive compensation program(s) being hereinafter collectively referred
     to as the "Incentive Compensation Program"). Any incentive compensation
     award which may become payable to the Executive under the Incentive
     Compensation Program shall depend upon attainment of financial performance
     goals for the Corporation and the Bank and shall be expressed as a
     percentage of the Executive's annual base salary then in effect and, for
     any annual period, the percentage may vary depending upon the degree to
     which the financial performance goals are attained. The financial
     performance goals and the base salary percentage(s) which serve as a
     measure of the incentive compensation award for each annual


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     period shall be established in advance of that annual period by the
     Compensation Committee of the Board of Directors of the Corporation. Any
     incentive compensation award which becomes payable under the Incentive
     Compensation Program shall be payable in accordance with the terms thereof.

          (c) Participation in all of the employee benefit plans maintained now
     or in the future by the Corporation and the Bank for the purpose of
     providing retirement benefits, deferred compensation, health care coverage,
     life insurance coverage and disability coverage as well as similar pension
     or welfare benefits to its employees. These employee benefit plans include,
     but are not limited to, the defined benefit pension plan, the defined
     contribution profit sharing plan, the defined contribution employee/thrift
     and savings plan (a section 401(k) and (m) plan), the defined contribution
     money purchase pension plan, group health and accident insurance, group
     term life insurance and any other employee pension, welfare or incentive
     benefit plans as they may now exist or exist in the future.

          (d) Continued participation in the Incentive Compensation Program for
     senior executives of the Corporation and the Bank, which now exists or
     which may exist in the future.

          (e) Reimbursement of the dues and costs of club memberships and
     automobile expenses. In addition, the Corporation and the Bank will
     continue to provide the Executive with an automobile of similar grade and
     quality as is now being provided to the Executive. 

     (4) Termination Payments. Upon termination of the Executive's employment
prior to the end of the sixty (60) month term of this Agreement, the Corporation
or the Bank shall pay to the Executive in cash, within three (3) business days
after the termination of the Executive's employment, any amount payable pursuant
to subsections (a), (b) or (c) below and shall for the


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period, or at the time specified, provide the other benefits, if any, described
in subsections (d) and (e) below:

          (a) The payment due to Executive under this subsection (a) shall be
     two and ninety-nine/one hundredths (2.99) times the Executive's "Average
     Annual Compensation," as defined in subsection (f)(ii) below (the
     "Severance Amount"), if: (i) the Executive's employment is terminated by
     the Corporation or the Bank, other than for "Good Cause," as defined in
     subsection (f)(iii) below, within three (3) years after any "Change in
     Control," as defined in subsection (f)(i) below, or at the request of, or
     pursuant to, an agreement with a third party who has taken steps reasonably
     calculated to effect a Change in Control, or otherwise in connection with
     or in anticipation of a Change in Control; or (ii) the Executive elects to
     terminate his employment hereunder within one (1) year after any Change in
     Control. However, if the aggregate present value (determined as of the date
     of the Change in Control in accordance with the provisions of Section 280G
     of the Internal Revenue Code of 1986, as amended (the "Code"), and the
     rules and regulations thereunder) of both the Severance Amount and all
     other payments to Executive in the nature of compensation which are
     contingent on a change in ownership or effective control of the Corporation
     or Bank or in the ownership of a substantial portion of the assets of the
     Corporation or the Bank (the "Aggregate Severance") would result in a
     parachute payment (as determined under Code Section 280G) then the
     Aggregate Severance shall not be greater than an amount equal to two and
     ninety-nine/one hundredths (2.99) multiplied by Executive's base amount (as
     determined under Code Section 280G) for the base period (as determined
     under Code Section 280G). In the event the Aggregate Severance is required
     to be reduced pursuant to this subsection (a), Executive shall be entitled
     to determine which portions of the Aggregate Severance are


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     to be reduced so that the Aggregate Severance satisfies the limit in the
     preceding sentence (the "Adjusted Aggregate Severance").

          (b) The payment due to Executive under this subsection (b) shall be
     two (2) times the Executive's "Average Annual Compensation" as defined in
     subsection (f) below, if the Executive's employment is terminated by the
     Corporation or by the Bank, other than for "Good Cause", as defined in
     subsection (f) below, and such termination is not described in subsection
     (a) above.

          (c) If the Executive's termination of employment is not described in
     either subsection (a) or (b) above, the payment due to Executive under this
     subsection (c) shall be equal to any unpaid salary due to the Executive
     through the date of termination.

          (d) In addition to the payments provided to the Executive under (a),
     (b) or (c) above, any amounts of incentive compensation deferred pursuant
     to subsection (b) of section (3) above (under the Incentive Compensation
     Program) shall be paid to the Executive at the same time as such other
     payment, together with interest due thereon to the date of payment. If the
     Executive's termination of employment is described in subsection (a) or (b)
     above, the health and accident coverage and the life insurance coverage
     provided to the Executive at his date of termination shall be continued at
     the same level and in the same manner as if his employment had not
     terminated (subject to the customary changes in such coverages if the
     Executive reaches age sixty-five (65) or similar events), beginning on the
     date of such termination and ending on the date thirty-six (36) months from
     the date of termination; and any additional coverages the Executive had at
     termination, including dependent coverage, will also be continued for such
     period on the same terms. Any costs the Executive was paying for such
     coverages at the time of termination shall continue to be paid by the
     Executive. If


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     the terms of any benefit plan referred to in this subsection do not permit
     continued participation by the Executive, as contemplated by this
     subsection, then the Corporation or the Bank will reimburse the Executive
     for the cost of insurance coverages for the Executive and dependents of the
     Executive that are substantially equivalent to the health and accident and
     life insurance coverages provided to the employees of the Corporation or
     the Bank and their eligible dependents during the thirty-six (36) month
     period described herein. Reimbursement for the cost of coverage of a
     dependent of the Executive shall be reimbursable only if the dependent
     would be deemed a dependent eligible for coverage under the substantially
     equivalent benefit plan then maintained by the Corporation or the Bank had
     the Executive continued in the employ of the Corporation and the Bank.
     However, the obligation of the Corporation and the Bank to provide the
     health and accident coverage and the life insurance coverage described in
     this Section 4(d) shall abate and be considered satisfied to the extent the
     Executive receives employer provided coverage under an accident and health
     plan or a life insurance plan maintained by a subsequent employer.

          (e) The Corporation and the Bank agree that there will be no change
     made during the term of the Executive's employment hereunder which
     adversely affects the Executive's rights under any stock option or
     restricted stock award which may be conferred upon the Executive under any
     stock option or restricted stock awards plan which may be maintained from
     time to time by the Corporation or the Bank.

          (f) For purposes of this Agreement, the following definitions shall
     apply:

               (i) "Change in Control" shall mean the occurrence of (A), (B) or
          (C) below:


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               (A) The acquisition by any person, entity or "group", within the
               meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
               Exchange Act of 1934 (the "Exchange Act") (excluding, for this
               purpose, any employee benefit plan maintained by the Corporation
               or the Bank, or by any subsidiary of either, which acquires
               beneficial ownership of voting securities of the Corporation or
               the Bank) of beneficial ownership (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of more than fifty
               percent (50%) of either the then outstanding shares of Common
               Stock or the combined voting power of the Corporation's or the
               Bank's then outstanding voting securities entitled to vote
               generally in the election of directors. 

               (B) (i) The acquisition by any person, entity or "group", within
               the meaning of Section 13(d)(3) or Section 14(d)(2) of the
               Exchange Act (excluding, for this purpose, any employee benefit
               plan of the Corporation or the Bank, or any subsidiary of either,
               which acquires beneficial ownership of voting securities of the
               Corporation or the Bank) of beneficial ownership (within the
               meaning of Rule 13d-3 promulgated under the Exchange Act) of
               thirty percent (30%) or more of either the then outstanding
               shares of Common Stock or the combined voting power of the
               Corporation's or the Bank's then outstanding voting securities
               entitled to vote generally in the election of directors; and


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<PAGE>

                    (ii) The failure for any reason of individuals who
               constitute the Incumbent Board to continue to constitute at least
               two-thirds (2/3rds) of the Board within any thirteen (13) month
               period.

               (C) Approval by the stockholders of the Corporation or the Bank
               of (i) a reorganization, merger or consolidation, with respect to
               which persons who were the stockholders of the Corporation or the
               Bank immediately prior to such reorganization, merger or
               consolidation do not, immediately thereafter, own more than fifty
               percent (50%) of the combined voting power entitled to vote
               generally in the election of directors of the reorganized, merged
               or consolidated company's then outstanding voting securities, or
               (ii) a liquidation or dissolution of the Corporation or the Bank
               or the sale of all or substantially all of the assets of the
               Corporation or the Bank.

          (ii) "Average Annual Compensation" shall be the average of the
     Executive's annual compensation received from the Bank and the Corporation
     and includable in the Executive's gross income for federal income tax
     purposes during the base period. However, the term "Average Annual
     Compensation" shall also include amounts not included in gross income for
     federal income tax purposes by virtue of Code Sections 125, 402(a)(8) and
     402(h)(1)(B). Also, for purposes of this Agreement, the term "Average
     Annual Compensation" shall specifically include any amounts paid and
     includable in the Executive's gross income during the base period under the
     Incentive Compensation Program or under any other incentive or bonus


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     arrangement maintained by the Corporation or the Bank. For purposes of this
     subsection (ii), the base period for determining "Average Annual
     Compensation" shall be the Executive's most recent five (5) consecutive
     taxable years ending before the date of the Change in Control.

          (iii) "Good Cause" shall mean and be limited to (A) an act or acts of
     personal dishonesty taken by the Executive and intended to result in
     substantial personal enrichment of the Executive at the expense of the
     Corporation or the Bank, (B) repeated violations by the Executive of the
     Executive's obligations under Section (1) of this Agreement which are
     demonstrably willful and deliberate on the Executive's part and which are
     not remedied in a reasonable period of time (which shall not be less than
     thirty (30) days nor more than sixty (60) days) after receipt of written
     notice from the Corporation or the Bank, (C) serious and substantial
     improper conduct by the Executive which is clearly inconsistent with the
     Executive's position of trust and authority with the Corporation and the
     Bank and which detrimentally affects the reputation and good standing in
     the community of the Corporation and the Bank, or (D) the conviction of the
     Executive of a felony.

          (iv) The "Board" shall mean the Board of Directors of the Corporation
     and the Bank.

          (v) The "Incumbent Board" shall mean the members of the Board as of
     January 1, 1996, and any person becoming a member of the Board after such
     date whose election, or nomination for election, was approved by a vote of
     at least two-thirds (2/3rds) of the directors then comprising the Incumbent
     Board (other than an election or nomination of an individual whose initial
     assumption of office is in


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     connection with an actual or threatened election contest relating to the
     election of the directors of the Corporation or the Bank, as such terms are
     used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act.)


          (g) If, after the exhaustion of all administrative and judicial
     appeals as the Corporation determines in its sole discretion to pursue, the
     Internal Revenue Service determines that Code Section 280G prohibits the
     Corporation or the Bank from deducting all of the Aggregate Severance or
     Adjusted Aggregate Severance, as applicable, paid to the Executive and
     reported on its federal income tax return, the Executive shall have an
     obligation to pay the Corporation or the Bank upon demand an amount equal
     to the sum of (i) the excess of the amount of the Aggregate Severance or
     Adjusted Aggregate Severance, as applicable, over the maximum amount that
     could have been paid to Executive without any portion of such payments not
     being deductible by reason of Code Section 280G; and (ii) interest on the
     amount set forth in this subsection at the rate provided in Code Section
     1274(b)(2)(B) from the date of Executive's receipt of the amount set forth
     in this subsection until the date of repayment. 

     (5) Nondisclosure; Confidentiality. The Executive agrees that if his
employment terminates during the term of this Agreement, he will not for one (1)
year after such termination, directly or indirectly disclose or give to others
any confidential fact or information not generally available to the public
concerning the Corporation's or the Bank's financial operations and businesses,
including but not limited to the provision of financial data processing services
to banks, thrift institutions, credit unions and mortgage servicers, and the
providing of merchant credit card authorization, settlement and related
services, data imaging, micrographic, and electronic data management services to
others generally. Such financial information, financial systems, financing


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<PAGE>

arrangements, trade secret or confidential business information includes
business plans, financial information, financial systems, financing
arrangements, and any other secret or confidential work, knowledge, "know-how,"
trade secret or confidential information including confidential information
relating to customer accounts, customer needs, organization, strategy, research
and development, design, drawings, specifications, techniques, processes,
procedures, "know-how," marketing techniques and materials, marketing and
development plans, fee lists, fee policies or any other confidential information
relating to customers.

     (6) Noncompetition. In the event the Executive voluntarily terminates his
employment before the end of the term (including extensions) of this Agreement
and receives a payment in accordance with the provisions of Section (4)(a)(ii),
the Executive will not accept employment within a one (1) year period after such
termination of employment with any of the following described organizations
located within a fifty (50) mile radius of Albany, Georgia: a Commercial bank
(as defined in Section 7-1-4(12) of the Official Code of Georgia Annotated
[hereinafter "OCGA"]); a Bank (as defined in Section 7-1-4(7) of the OCGA); a
Building and loan association (as defined in Section 7-1-4(8) of the OCGA); a
Credit union (as defined in Section 7-1-4(15) of the OCGA); a Federal credit
union (as defined in Section 7-1-4(19) of the OCGA); a Savings and loan
association (as defined in Section 7-1-4(31) of the OCGA); a Savings bank (as
defined in Section 7-1-4(32) of the OCGA); a National Bank (as defined in
Section 7-1-4(23) of the OCGA); a Trust company (as defined in Section 7-1-4(40)
of the OCGA); or a Broker/Dealer (as defined in Sections 3(a)(4) and 3(a)(5) of
the Exchange Act). However, for purposes of this Section (6), the term
"Broker/Dealer" does not include a corporation, company, firm or person that is
primarily engaged in providing consulting services and products with respect to
financial, tax, management, insurance or business matters and that is not
primarily engaged in either effecting transactions in securities for the account


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of others or buying and selling securities for its own account. Accordingly, the
noncompetition provisions of this Section (6) shall not prohibit employment of
the Executive at any time by a corporation, company, firm or person that is
described in the preceding sentence and is, therefore, considered not to be a
"Broker/Dealer" for purposes of this Section (6) by virtue of being described in
such preceding sentence.

     (7) Damages and Injunctive Relief. The Executive agrees that the breach of
any of his obligations under Section (5) or Section (6) of this Agreement: (a)
may cause injury to the Corporation and the Bank and that the Corporation and
the Bank are entitled to seek and obtain compensation and damages; and (b) may
cause irreparable injury to the Corporation and the Bank and that, accordingly,
the Corporation and the Bank may seek and obtain injunctive relief against the
breach or threatened breach of those provisions in addition to other remedies at
law or in equity which may be available; provided, however, that no such claim
by the Corporation or the Bank shall permit the Corporation or the Bank to
offset, reduce, suspend or withhold any of the payments or benefits provided
under Section (4) or to seek an injunction providing for such offset, reduction,
suspension or withholding.

     (8) Assignment; Successors.

          (a) The rights and benefits of the Executive under this Agreement are
     personal to him and shall not be assignable, except with the prior written
     consent of the Corporation or the Bank.

          (b) This Agreement shall not be assignable by the Corporation or the
     Bank provided that, with the consent of the Executive, the Corporation may
     assign this Agreement to another corporation wholly-owned by it, either
     directly or through one or more other


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     corporations, or to any corporate successor of the Corporation or the Bank
     or any such other corporation.

          (c) Notwithstanding the foregoing, any business entity succeeding to
     substantially all of the business of the Corporation or the Bank by
     purchase, merger, consolidation, sale of assets or otherwise shall be bound
     by and shall adopt and assume this Agreement and the Corporation and the
     Bank shall obtain the express assumption of this Agreement by such
     successor. 

     (9) Notices. Any notices or other communications under this Agreement shall
be in writing, signed by the party making the same, and shall be delivered
personally or sent by certified or registered mail, postage prepaid, addressed
as follows:

     If to the Executive:          Douglas E. Wren
                                   First State Corporation
                                   333 Broad Avenue
                                   Albany, Georgia 31703

     If to the Corporation or
     the Bank:                     Morgan G. Murphy
                                   First State Corporation
                                   333 Broad Avenue
                                   Albany, Georgia 31703

                                         Copy to:

                                   Perry, Walters & Lippitt
                                   409 N. Jackson Street
                                   Albany, Georgia 31701

                                   Hall, Moorhead & Garvey, P.C.
                                   314 Residence Avenue
                                   Albany, Georgia 31701

or to such other address or agent as may hereafter be designated by either party
hereto. All such notices shall be deemed given on the date personally delivered
or mailed.


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     (10) Full Settlement and Legal Expenses. The Corporation's and the Bank's
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Corporation or the Bank may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of
the provisions of this Agreement. The Corporation or the Bank agree to pay, to
the full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Corporation or the Bank or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive with respect to the amount of any payment pursuant to Section (4) of
this Agreement), plus in each case interest at the applicable Federal rate
provided for in Code Section 7872(f)(2).

     (11) Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Georgia.

     (12) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid, but if any one
or more of the provisions contained in this Agreement shall be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provisions in every other respect and of the
remaining provisions of this Agreement shall not be in any way impaired.

     (13) Entire Agreement. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter contained herein. There are no
restrictions, promises, covenants, or undertakings between the Corporation or
the Bank and the Executive other than those


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expressly set forth herein or contained in the Corporation's or the Bank's
employee welfare or pension benefit plans or incentive compensation plans
covering the Executive. This Agreement supersedes the Employment Contract
between the Executive and the Corporation and the Bank, dated May 15, 1986. This
Agreement may not be amended or modified except by a writing executed by the
parties.

     (14) Arbitration. Any controversy or claim arising out of or relating to
the parties' rights and obligations under this Agreement shall be settled by
arbitration in accordance with the Commercial Arbitration Rules (the "Rules") of
the American Arbitration Association (the "AAA"). Arbitration shall be initiated
by a party by giving notice in the manner set forth herein to the other party or
parties of its intention to arbitrate, which notice shall contain a statement
setting forth the nature of the dispute, the amount claimed, if any, and the
remedy sought. The initiating party shall then file a copy or copies of the
notice as set forth under the Rules. Any arbitration hearing shall be held in
Albany, Georgia. The Corporation or the Bank and the Executive shall agree upon
and appoint three (3) arbitrators in accordance with the Commercial Arbitration
Rules of the AAA within twenty (20) days of the effective date of notice of
arbitration; provided, however, that if the parties fail to make such
designation within twenty (20) days, the AAA shall appoint the arbitrators. The
determinations of the arbitrators will be final and binding upon the parties to
the arbitration, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction, or application may be made to any such
court for a judicial acceptance of the award and an order of enforcement, as the
case may be. The arbitrators shall apply the laws of the State of Georgia as to
both substantive and procedural questions.


                        [Signatures Appear on Next Page]


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     IN WITNESS WHEREOF, the undersigned have executed this Agreement this 14th
day of May, 1996.

                                       FIRST STATE CORPORATION

                                       By: /s/ Morgan G. Murphy
                                           ------------------------------

                                       Attest: /s/ James L. Flatt
                                               --------------------------


                                       FIRST STATE BANK AND TRUST COMPANY

                                       By: /s/ Morgan G. Murphy
                                           ------------------------------

                                       Attest: /s/ James L. Flatt
                                               --------------------------

/s/ Louise B. Murphy
-----------------------------
Witness

/s/ Elisabeth S. Driskell
-----------------------------
Witness

                                       /s/ Douglas E. Wren
                                       ----------------------------------
                                       DOUGLAS E. WREN

/s/ Louise B. Murphy
-----------------------------
Witness

/s/ Elisabeth S. Driskell
-----------------------------
Witness


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