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                                                                  EXHIBIT 10.5.1

                                [EXECUTION COPY]

                   PENSION & BENEFIT FINANCIAL SERVICES, INC.

                              EMPLOYMENT AGREEMENT

                  (Amended and Restated as of October 1, 2001)

                                 (RUTH M. ROPER)

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this
first day of October, 2001 (the "Effective Date"), by and between Pension &
Benefit Financial Services, Inc. (D/B/A "Pension & Benefit Trust Company"), an
Alabama corporation (the "Company") and the wholly-owned operating subsidiary of
First Federal of the South, a federal savings association (the "Bank"), and Ruth
M. Roper (the "Employee").

         WHEREAS, the Employee has heretofore been employed by the Company and
is experienced in all phases of the planning, designing, implementation,
administration and duties required of a trustee, of employee benefit plans; and

         WHEREAS, the parties desire by this writing to establish and to set
forth the employment relationship between the Company and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

         1.       Employment. The Employee is hereby employed as the Executive
Vice President of the Company. The Employee shall render such administrative and
management services for the Company as are currently rendered and as are
customarily performed by persons situated in a similar executive capacity. The
Employee shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Company. The Employee's other duties shall
be such as the Board of Directors of the Company ("Board") may from time to time
reasonably direct, including normal duties as an officer of the Company.

         2.       Compensation.

                  (a)      The Company agrees to pay the Employee during the
term of this Agreement a salary at the rate of Ninety-Eight Thousand Dollars
($98,000) per annum, payable in cash not less frequently than monthly (the "Base
Salary"). The Board shall review, not less often than annually, the rate of the
Employee's salary, and, in its sole discretion, may decide to increase her
salary;

                  (b)      In further consideration of Employee's services,
Employee has, on April 11, 1997, received Five Thousand Six Hundred Twenty-Three
(5,623) shares (the "Compensatory Shares") of $.01 par value common stock (the
"Common Stock") of SouthFirst Bancshares, Inc., the parent and holding company
of the Bank (the "Corporation"), which shares



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vest in the Employee at a rate of one-fifteenth (1/15) per year, beginning on
the first anniversary of April 11, 1997, and upon each anniversary of that date,
until April 11, 2012, at which time the Compensatory Shares shall be fully
vested; and

                  (c)      The Company further agrees to furnish the Employee a
mutually acceptable automobile. The cost of maintenance, fuel, insurance and
upkeep to be borne by the Company.

         3.       Earnings and Distribution of Compensatory Shares; Voting
Rights.

                  (a)      Compensatory Shares; Forfeitures.

                           (1)      General Rules. The Compensatory Shares shall
be earned and non-forfeitable by the Employee at the rate of one-fifteenth per
year until April 11, 2012.

                           (2)      Exception for Terminations Due to Death or
Disability. Notwithstanding the general rule contained in Section 3(a)(1) above,
all Compensatory Shares held by the Employee at the date of the termination of
Employee's service with the Company due to death, disability (as determined by
the Board), or the termination of her employment "without cause" under the
provisions of Section 10(d) of this Agreement, shall be deemed earned and fully
vested as of such date and shall be distributed as soon as practicable
thereafter.

                           (3)      Exception for a Change in Control.
Notwithstanding the general rule contained in Section 3(a)(1) above, all
Compensatory Shares held by the Employee shall be deemed to be immediately 100%
earned, fully vested and non-forfeitable in the event of a "change in control"
of the Company, the Bank or the Corporation (collectively and/or separately, as
the context shall require, the "Relevant Corp") and shall be distributed as soon
as practicable thereafter. For purposes of this paragraph, "change in control"
shall mean the occurrence of any one of the following events: (1) an increase in
the ownership of, the holding of, or the power to vote, by any person, or by any
persons acting as a "group" (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934), the Relevant Corp's voting stock, to an amount
which is more than 25% of the issued and outstanding shares thereof, (2) a
change in the ownership of, or possession of, the ability to control the
election of a majority of the Relevant Corp's directors, (3) a change in the
ownership of, or the possession of, the ability to exercise a controlling
influence over the management or policies of the Relevant Corp by any person, or
by any persons acting as a "group" within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 (except in the case of (1), (2) and (3) hereof,
ownership or control of the Relevant Corp (or its board of directors) by the
Bank or by the Corporation, as the case may be, shall not constitute a "change
in control"), or (4) during any period of two consecutive years, individuals who
at the beginning of such period constitute the board of directors of the
Relevant Corp. (the "Continuing Directors") cease for any reason to constitute
at least two-thirds thereof, provided that any individual whose election or
nomination for election as a member of such board of directors was approved by a
vote of at least two-thirds of the Continuing Directors then in office shall be
considered a Continuing Director. For purposes of this subparagraph only, the
term "person" refers to an individual (other that the Employee), individuals
acting in concert or as a "group," or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole


                                      -2-

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proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.

                           (4)      Discretionary Acceleration of Vesting. In
its sole and absolute discretion, the Board may, at any time, with respect to
the Employee, accelerate the vesting schedule according to which the Employee's
Compensatory Shares become earned and becomes non-forfeitable by the Employee,
if the Board concludes that it is in the best interests of the Company to do so.

                  (b)      Accrual of Dividends. Whenever Compensatory Shares
are distributed to the Employee under Section 3(c) below, the Employee shall
also be entitled to receive, with respect to each Compensatory Share
distributed, an amount equal to any cash dividends and a number of shares of
Common Stock equal to any stock dividends declared and paid with respect to a
share of Common Stock after the date the relevant Compensatory Shares were
awarded.

                  (c)      Distribution of Compensatory Shares.

                           (1)      Timing of Distributions. Except as provided
in Section 3(c)(2) below, the Corporation shall distribute Compensatory Shares
and accumulated cash from dividends and interest, if any, to the Employee or her
Beneficiary, as the case may be, as soon as practicable after they have been
earned. No fractional shares shall be distributed.

                           (2)      Form of Distribution. The Employee may file
a written request with the Corporation to have the Compensatory Shares
distributed, as soon as practicable, in the form of a transfer to the Employee
of Common Stock subject to forfeiture of any portion thereof which does not
become vested under the applicable vesting provisions hereunder. In such event,
the Corporation may, in its sole and absolute discretion, transfer to the
Employee Common Stock certificate(s) in the name of the Employee, whereupon the
Employee shall become a stockholder of the Corporation with respect to such
Common Stock and shall have all the rights of a stockholder, including but not
limited to the right to receive all dividends paid on such shares and the right
to vote such shares. All shares of said Common Stock, which, pursuant to the
provisions of this Agreement, have not become vested on or before the Employee's
termination of services with the Company, shall be forfeited by the Employee and
returned to the Company or the Corporation. The certificate(s) for the shares of
the Common Stock distributed to the Employee hereunder shall bear the following
legend reflecting that the shares represented thereby are subject to
restrictions against transfer and to forfeiture, in accordance with this
Agreement:

                  "The transferability of this certificate and the shares of
                  stock represented thereby are subject to the terms and
                  conditions (including forfeiture) contained in the Employee's
                  Employment Agreement between Pension & Benefit Financial
                  Services, Inc. and Ruth M. Roper. Copies of such Employment
                  Agreement are on file in the offices of the Secretary of
                  Pension & Benefit Financial Services, Inc., 260 Commerce
                  Street, Montgomery, Alabama 36104."


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         As the Employee earns the Common Stock, the Employee (or, in the event
of the Employee's death, the legal representative of her estate, or if the
personal representative of the Employee's estate shall have assigned the
estate's interest in the Common Stock, the person or persons to whom her rights
under such Common Stock shall have passed by assignment pursuant to her will or
to the laws of descent and distribution) may surrender the Common Stock
certificates bearing the foregoing legend, whereupon the Corporation shall cause
such certificate(s) to be reissued without the legend. If the Employee forfeits
any or all of such Common Stock, the Employee shall, within thirty (30) days
after terminating employment, return to the Company or to the Corporation all
shares of the Common Stock which were forfeited and, further, pay to the Company
or the Corporation an amount equal to the dividends paid by the Corporation with
respect to the shares of the forfeited Common Stock.

                           (3)      Acquisition for Investment. Employee
understands and acknowledges that the shares of Common Stock which she may
acquire pursuant to the terms of this Agreement are being acquired by her solely
for her own account, for investment and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act of 1933 (the "Securities Act").

                           (4)      Unregistered Securities. Employee further
understands and acknowledges that the shares of Common Stock which she may
acquire under this Agreement have not been registered under the Securities Act
or the securities laws of any state, and will not at the time of issuance and
delivery of such shares as contemplated by the terms of this Agreement have been
so registered, in reliance upon certain exemptions from the registration and
prospectus delivery requirements of the Securities Act and such laws. Employee
understands that the shares of Common Stock so acquired by her must be held
indefinitely, and that she must therefore bear the economic risk of such
investment indefinitely, unless a subsequent disposition thereof is registered
under the Securities Act and any applicable state securities laws, or is exempt
from such registration to the satisfaction of counsel for the Corporation.
Employee further acknowledges that the availability of the exemptions described
in the first sentence of this Section depend upon, among other things, the bona
fide nature of her investment intent expressed herein, upon which the Company
hereby expressly relies.

                  (d)      Voting of Compensatory Shares. All of the
Compensatory Shares not otherwise distributed to Employee hereunder shall be
voted by the Company as directed by the Employee.

         4.       Discretionary Bonuses. The Employee shall participate in an
equitable manner with all other senior management employees of the Company in
discretionary bonuses that the Board may award from time to time to the
Company's senior management employees. No other compensation provided for in
this Agreement shall be deemed a substitute for the Employee's right to
participate in such discretionary bonuses.


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         5.       Participation in Retirement, Medical and Other Plans.

                  (a)      The Employee shall participate in any plan that the
Company maintains for the benefit of its employees if the plan relates to (i)
pension, profit-sharing, or other retirement benefits, (ii) medical insurance or
the reimbursement of medical or dependent care expenses, or (iii) other group
benefits, including disability and life insurance plans.

                  (b)      The Employee shall participate in any fringe benefits
which are or may become available to the Company's senior management employees,
including for example: any stock option or incentive compensation plans, club
memberships, and any other benefits which are commensurate with the
responsibilities and functions to be performed by the Employee under this
Agreement. The Employee shall be reimbursed for all reasonable out-of-pocket
business expenses which she shall incur in connection with her services under
this Agreement upon substantiation of such expenses in accordance with the
policies of the Company.

         6.       Term. The Company hereby employs the Employee, and the
Employee hereby accepts such employment under this Agreement, for the period
commencing on the Effective Date and ending 24 months thereafter (or such
earlier date as is determined in accordance with Section 10). Additionally, on
each annual anniversary date from the Effective Date, this Agreement and the
Employee's term of employment shall be extended for an additional one-year
period beyond the then effective expiration date, provided the Board determines
in a duly adopted resolution that the performance of the Employee has met the
Board's requirements and standards, and that this Agreement shall be extended.

         7.       Loyalty; Full Time and Attention.

                  (a)      During the period of her employment hereunder and
except for illnesses, reasonable vacation periods, and reasonable leaves of
absence, the Employee shall devote all her full business time, attention, skill,
and efforts to the faithful performance of her duties hereunder; provided,
however, from time to time, Employee may serve on the boards of directors of,
and hold any other offices or positions in, companies or organizations, which
will not present any conflict of interest with the Company, the Bank or the
Corporation or any of their respective subsidiaries or affiliates, or
unfavorably affect the performance of Employee's duties pursuant to this
Agreement, or will not violate any applicable statute or regulation. "Full
business time" is hereby defined as that amount of time usually devoted to like
companies by similarly situated executive officers. During the term of her
employment under this Agreement, the Employee shall not engage in any business
or activity contrary to the business affairs or interests of the Company, the
Bank or the Corporation, or be gainfully employed in any other position or job
other than as provided above.

                  (b)      Nothing contained in this Paragraph 7 shall be deemed
to prevent or limit the Employee's right to invest in the capital stock or other
securities of any business dissimilar from that of the Company, the Bank or the
Corporation or, solely as a passive or minority investor, in any business.


                                      -5-

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         8.       Standards. The Employee shall perform her duties under this
Agreement in accordance with such reasonable standards as the Board may
establish from time to time. The Company will provide Employee with the working
facilities and staff customary for similar executives and necessary for her to
perform her duties.

         9.       Vacation and Sick Leave. The Employee shall be entitled,
without loss of pay, to absent herself voluntarily from the performance of her
duties under this Agreement in accordance with the terms set forth below, all
such voluntary absences to count as vacation time; provided that:

                  (a)      The Employee shall be entitled to an annual vacation
in accordance with the policies that the Board periodically establishes for
senior management employees of the Company.

                  (b)      The Employee shall not receive any additional
compensation from the Company on account of her failure to take a vacation, and
the Employee shall not accumulate unused vacation from one fiscal year to the
next, except in either case to the extent authorized by the Board.

                  (c)      In addition to the aforesaid paid vacations, the
Employee shall be entitled without loss of pay, to absent herself voluntarily
from the performance of her employment obligations with the Company for such
additional periods of time and for such valid and legitimate reasons as the
Board may in its discretion approve. Further, the Board may grant to the
Employee a leave or leaves of absence, with or without pay, at such time or
times and upon such terms and conditions as the Board in its discretion may
determine.

                  (d)      In addition, the Employee shall be entitled to an
annual sick leave benefit as established by the Board.

         10.      Termination and Termination Pay. Subject to the provisions of
Section 11 hereof, the Employee's employment hereunder may be terminated under
the following circumstances:

                  (a)      Death. The Employee's employment under this Agreement
shall terminate upon her death during the term of this Agreement, in which event
the Employee's estate shall be entitled to receive the compensation due the
Employee through the last day of the calendar month in which her death occurred.

                  (b)      Disability. The Company may terminate the Employee's
employment after having established, through a determination by the Board, the
Employee's Disability. For purposes of this Agreement, "Disability" means a
physical or mental infirmity which impairs the Employee's ability to
substantially perform her duties under this Agreement and which results in the
Employee becoming eligible for long-term disability benefits under the Company's
long-term disability plan (or, if the Company has no such plan in effect, which
impairs the Employee's ability to substantially perform her duties under this
Agreement for a period of one hundred eighty (180) consecutive days). The
Employee shall be entitled to the compensation


                                      -6-

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and benefits provided for under this Agreement for (i) any period during the
term of this Agreement and prior to the establishment of the Employee's
Disability during which the Employee is unable to work due to the physical or
mental infirmity, or (ii) any period of Disability which is prior to the
Executive's termination of employment pursuant to this Section 10(b).

                  (c)      For Cause. The Board may, by written notice to the
Employee, immediately terminate her employment at any time, for Cause. The
Employee shall have no right to receive compensation or other benefits for any
period after termination for Cause. Termination for "Cause" shall mean
termination because of, in the good faith determination of the Board, the
Employee's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of this Agreement. Notwithstanding the foregoing, the
Employee shall not be deemed to have been terminated for Cause unless there
shall have been delivered to the Employee a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of the entire membership of the
Board (excluding the Employee if a member of the Board) at a meeting of the
Board called and held for the purpose (after reasonable notice to the Employee
and an opportunity for the Employee to be heard before the Board), finding that
in the good faith opinion of the Board the Employee was guilty of conduct set
forth above in the second sentence of this Subsection (c) and specifying the
particulars thereof in detail.

                  (d)      Without Cause. Subject to the provisions of Section
11 hereof, the Board may, by written notice to the Employee, immediately
terminate her employment at any time for any reason; provided that if such
termination is for any reason other than pursuant to Sections 10 (a), (b) or (c)
above, the Employee shall be entitled to receive the following compensation and
benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date
of expiration of the term (including any renewal term then in effect) of this
Agreement (the "Termination Date"), plus said salary for an additional 12-month
period, and (ii) the cost to the Employee of obtaining all health, life, and
disability benefits which the Employee would have been eligible to participate
in through the Termination Date based upon the benefit levels substantially
equal to those that the Company provided for the Employee at the date of
termination of employment. Said sum shall be paid, at the option of the
Employee, either (I) in periodic payments over the remaining term of this
Agreement, as if the Employee's employment had not been terminated, or (II) in
one lump sum within ten (10) days of such termination; provided however, that
the amount to be paid by the Company to the Employee hereunder shall not exceed
two (2) times the Employee's "average annual compensation". The Employee's
"annual average compensation" shall be the average of the total annual
"compensation" acquired by the Employee during each of the five (5) fiscal years
(or the number of full fiscal years of employment, if the Employee's employment
is less than five (5) years at the termination thereof) immediately preceding
the date of termination. The term "compensation" shall mean any payment of money
or provision of any other thing of value in consideration of employment,
including, without limitation, base compensation, bonuses, pension and profit
sharing plans, directors fees or committees fees, fringe benefits and deferred
compensation accruals.


                                      -7-

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                  (e)      Voluntary Termination by Employee. Subject to the
provisions of Section 11 hereof, the Employee may voluntarily terminate
employment with the Company during the term of this Agreement, upon at least 60
days' prior written notice to the Board of Directors, in which case the Employee
shall receive only her compensation, vested rights and employee benefits accrued
up to the date of her termination.

         11.      Change in Control.

                  (a)      Notwithstanding any provision herein to the contrary,
if the Employee's employment under this Agreement is terminated by the Company,
without the Employee's prior written consent and for a reason other than for
Cause, death or disability in connection with or within twenty-four (24) months
after any change in control of the Company, the Bank or the Corporation
(collectively and/or separately, as the context shall require, the "Relevant
Corp"), the Employee shall be paid an amount equal to the difference between (i)
the product of 2.99 times her "base amount" as defined in Section 28OG(b)(3) of
the Internal Revenue Code of 1986, as amended (the "Code") and regulations
promulgated thereunder, and (ii) the sum of any other "parachute payments" (as
defined under Section 28OG(b)(2) of the Code) that the Employee receives on
account of the change in control. Said sum shall be paid in one lump sum within
ten (10) days of such termination. The term "change in control" shall have the
same meaning as contained in Section 3(a)(3) of this Agreement.

                  (b)      Notwithstanding any other provision of this Agreement
to the contrary, the Employee may voluntarily terminate her employment under
this Agreement within twelve (12) months following a change in control of the
Relevant Corp, and the Employee shall thereupon be entitled to receive the
payment described in Section 11(a) of this Agreement, upon the occurrence of any
of the following events, or within ninety (90) days thereafter, which have not
been consented to in advance by the Employee in writing: (i) the requirement
that the Employee move her personal residence, or perform her principal
executive functions, more than thirty-five (35) miles from her primary office as
of the date of the change in control; (ii) a material reduction in the
Employee's base compensation as in effect on the date of the change in control,
as the same may be increased from time to time; (iii) the failure by the Company
to continue to provide the Employee with compensation and benefits provided for
under this Agreement, as the same may be increased from time to time, or with
benefits substantially similar to those provided to her under any of the
employee benefit plans in which the Employee now or hereafter becomes a
participant, or the taking of any action by the Company which would directly or
indirectly reduce any of such benefits or deprive the Employee of any material
fringe benefit enjoyed by her at the time of the change in control; (iv) the
assignment to the Employee of duties and responsibilities materially different
from those normally associated with her position as referenced at Section 1; (v)
a failure to elect or reelect the Employee to the board of directors of the
Company, the Bank or the Corporation, as the case may be, if the Employee is
serving on such board of directors on the date of the change in control; or (vi)
a material diminution or reduction in the Employee's responsibilities or
authority (including reporting responsibilities) in connection with her
employment with the Company.


                                      -8-

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                  (c)      Notwithstanding any other provision of this Agreement
to the contrary, the Employee may voluntarily terminate her employment under
this Agreement within twelve (12) months following a change in control of the
Company, the Bank or the Corporation, and the Employee shall thereupon be
entitled to receive the payment described in Section 11(a) of this Agreement.

                  (d)      Any payments made to the Employee pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

                  (e)      In the event that any dispute arises between the
Employee and the Company as to the terms or interpretation of this Agreement,
including this Section 11, whether instituted by formal legal proceedings or
otherwise, including an action that the Employee takes to enforce the terms of
this Section 11 or to defend against any action taken by the Company, the
Employee shall be reimbursed for all costs and expenses, including reasonable
attorneys' fees, arising from such dispute, proceedings or actions, provided
that the Employee shall have obtained a final judgement by a court of competent
jurisdiction in favor of the Employee. Such reimbursement shall be paid within
ten (10) days of Employee's furnishing to the Company written evidence, which
may be in the form, among other things, of a canceled check or receipt, of any
costs or expenses incurred by the Employee.

         12.      Requirements of Applicable Regulations of OTS.

                  (a)      The Company's board of directors may terminate the
Employee's employment at any time, but any termination by the Company's board of
directors, other than termination for cause, shall not prejudice the Employee's
right to compensation or other benefits under this Agreement. The Employee shall
have no right to receive compensation or other benefits for any period after
termination for cause (as defined in Section 10(c) hereof).

                  (b)      If the Employee is suspended and/or temporarily
prohibited from participating in the conduct of the Company's affairs by a
notice served under section 8(e)(3) or (g)(1) of Federal Deposit Insurance Act
(12 U.S.C. 1818 (e)(3) and (g)(1)), the Company's obligations under this
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the Company
may in its discretion (i) pay the Employee all or part of the compensation
withheld while its obligations were suspended, and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.

                  (c)      If the Employee is removed and/or permanently
prohibited from participating in the conduct of the Company's affairs by an
order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance
Act (12 U.S.C. 1818 (e)(4) or (g)(1)), all obligations of the Company under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.


                                      -9-


<PAGE>

                  (d)      If the Company is in default (as defined in section
3(x)(1) of the Federal Deposit Insurance Act), all obligations under this
Agreement shall terminate as of the date of default, but this Section 12(d)
shall not affect any vested rights of the parties.

                  (e)      All obligations under this Agreement shall be
terminated, except to the extent determined that the continuation of this
Agreement is necessary of the continued operation of the Company:

                           (i)      By the Director of the Office of Thrift
Supervision (the "Director") or his or her designee, at the time the Federal
Deposit Insurance Corporation or Resolution Trust Corporation enters into an
agreement to provide assistance to or on behalf of the Bank under the authority
contained in 13(c) of the Federal Deposit Insurance Act; or

                           (ii)     By the Director or his or her designee, at
the time the Director or his or her designee approves a supervisory merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director to be in an unsafe or unsound condition.

         Any rights of the Employee that have already vested, however, shall not
be affected by such action.

                  (f)      Should any provision of this Agreement give rise to a
discrepancy or conflict with respect to any applicable law or regulation, then
the applicable law or regulation shall control the relevant construction and
operation of this Agreement.

         13.      Non-Solicitation of Employees. Employee agrees that she will,
for so long as she is engaged hereunder, and for a period of three (3) years
after termination of her employment, refrain from recruiting or hiring, or
attempting to recruit or hire, directly or by assisting others, any other
employee of the Company who is employed by the Company or any successor or
affiliate of the Company; provided, however, that the provisions of this Section
13 shall not apply, and shall terminate, upon a termination of the Employee's
employment without cause, pursuant to Section 10(d) hereof, or upon a "change in
control" of the Company, the Bank and/or the Corporation, as defined in, and
contemplated by, Section 3(a)(3) hereof.

         14.      No Mitigation. The Employee shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise, and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to the Employee in any
subsequent employment.

         15.      Successors and Assigns.

                  (a)      This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Company which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Company.


                                      -10-

<PAGE>


                  (b) Since the Company is contracting for the unique and
personal skills of the Employee, the Employee shall be precluded from assigning
or delegating her rights or duties hereunder without first obtaining the written
consent of the Company.

         16.      Amendments. No amendments or additions to this Agreement shall
be binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.

         17.      Applicable Law. Except to the extent preempted by Federal law,
the laws of the State of Alabama shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.

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

         19.      Entire Agreement. This Agreement, together with any
understanding or modifications thereof as agreed to in writing by the parties,
shall constitute the entire agreement between the parties hereto.

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


ATTEST:                                   PENSION & BENEFIT FINANCIAL
                                          SERVICES, INC.



                                      By:
--------------------------------         --------------------------------------
Secretary                                 J. Malcomb Massey
                                          President and Chief Executive Officer


                                         --------------------------------------
                                         Ruth M. Roper ("Employee")


                                      -11-