<PAGE>

                                                                EXHIBIT 10.11.2

                             THIRD AMENDMENT TO THE
                           SOUTHFIRST BANCSHARES, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN

         This is the Third Amendment to the SouthFirst Bancshares, Inc. Employee
Stock Ownership Plan (the "Plan"), which was adopted effective October 1, 1994,
and subsequently amended effective October 1, 1994.

         Pursuant to Section 11.1 of the Plan, SouthFirst Bancshares, Inc. (the
"Company") has reserved unto itself, by action of its Board of Directors, the
right to amend the Plan. Accordingly, the Company hereby amends the Plan in the
following particulars, effective as of August 29, 2001, unless otherwise
specified herein.

                                       1.

         Section 6.4 of the Plan is amended by deleting Section 6.4 in its
entirety and replacing Section 6.4 as follows:

         6.4   Other Termination of Employment. If a Participant's employment
terminates otherwise than by his death, retirement or disability and the
Participant is not re-employed by an Employer, the Participant will receive a
lump sum distribution of the vested portion of his Account as soon as
administratively feasible after his date of termination unless the Participant
elects a later distribution. Notwithstanding the preceding sentence, if the fair
market value of a Participant's Account attributable to Qualifying Employer
Securities is in excess of $500,000 (multiplied by the Adjustment Factor as
prescribed by the Secretary of the Treasury) as of the date distribution is
required to begin under this Section, distributions shall be made in
substantially equal annual payments over a period not longer than five (5) years
plus an additional one (1) year (up to an additional five (5) years) for each
$100,000 increment, or fraction of such increment, by which the value of the
participant's Account exceeds $500,000. All such distributions shall be made in
accordance with Sections 6.8,6.9, and 6.10, except as specifically noted to the
contrary herein.

         If a Participant separates from service for a reason other than
retirement, death or disability and is re-employed by an Employer prior to the
end of a period of five (5) consecutive one (1) year Breaks in Service, he will
become eligible to receive a distribution in accordance with terms of the Plan
after he separates from service following his date of rehire.
<PAGE>

         If the value of a Participant's vested Account is zero on the date he
terminates employment, then the Participant shall be deemed to have received a
total distribution of the vested portion of his Account on such date.

         All other parts of the Plan not inconsistent herewith are hereby
ratified and confirmed.

         IN WITNESS WHEREOF, the Plan Sponsor has caused this Third Amendment to
be executed and its seal affixed by its duly authorized officers as of the 29th
day of September, 2001.



(CORPORATE SEAL)                    COMPANY:

ATTEST:                             SOUTHFIRST BANCSHARES, INC.



By: /s/ J. Malcomb Massy                   By: /s/ Joe K. McArthur
    ---------------------------                --------------------------------
    Duly Authorized Officer                Duly Authorized Officer