AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.2

Form of Amended and Restated Employment Agreement between
Pension and Benefit Financial Services, Inc. and J. Malcomb Massey

EXHIBIT 10.2

PENSION & BENEFIT FINANCIAL SERVICES, INC.

EMPLOYMENT AGREEMENT

(Amended and Restated as of January 1, 2006)

(J. Malcomb Massey)

     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this first day of January, 2006 (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 SouthFirst Bank, a federal savings association (the “Bank”), and J. Malcomb Massey (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 President and Chief Executive Officer 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. Further, the Employee may, from time to time, with the approval of the Board of Directors of the Company (the “Board”), in his individual capacity as a licensed insurance broker or insurance agent, enter into agreements with insurance companies and insurance agencies (each an “Insurance Agreement”) and, thereby and thereunder, provide insurance brokerage or insurance agency services and, further, may undertake to perform his obligations under any such Insurance Agreement during Company business hours or otherwise; provided that, during the term of this Agreement and thereafter, all compensation to which Employee is, or becomes, entitled to receive under any such Insurance Agreement, for services rendered or insurance products sold during the term of his employment with the Company, shall be for the benefit of the Company and shall be either assigned to the Company (if permissible), paid over to the Company by the Employee upon receipt, or, with explicit and particular approval of the Board, offset against the Employee’s salary (as set forth in Section 2 of this Agreement). The Employee shall report on a monthly basis, for so long as any Insurance Agreement is in effect, all such compensation earned by Employee during the previous month. The Employee’s other duties shall be such as the Board may from time to time reasonably direct, including normal duties as

an officer of the Company. The Employee’s obligations under this Section 1 shall survive termination of this Agreement.

     2. Compensation.

          (a) The Company agrees to pay the Employee during the term of this Agreement, a salary at the rate of One Hundred Fifty Thousand Dollars ($150,000) per annum, payable in cash not less frequently than monthly (the “Base Salary”); provided, however, that the Company shall be entitled to offset against the Employee’s salary, by up to $150,000 per annum, that amount of compensation which the Employee receives under any Insurance Agreements, and which is neither assigned to the Company nor paid over to the Company by the Employee upon receipt (the “Salary Offset”). If the Salary Offset shall equal $150,000 for any one year, the Employee shall be obligated to assign or pay over to the Company the excess of $150,000 of compensation received which otherwise would have been offset against the Employee’s salary as a Salary Offset. For purposes of Sections 10 and 11 of this Agreement, regardless of whether the Company offsets any amount against the Employee’s salary as a Salary Offset, the Employee’s Base Salary shall equal $150,000. 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 his salary;

          (b) In further consideration of Employee’s services, Employee has, on April 11, 1997, received Fifteen Thousand Five Hundred Twelve (15,512) 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 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 awarded hereunder 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 his 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 than the Employee), individuals acting in concert or as a “group,” a corporation, partnership, trust, association, joint venture, pool, syndicate, sole 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 become 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 his 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 J. Malcomb Massey. 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.”

     As the Employee earns the Common Stock, the Employee (or, in the event of the Employee’s death, the legal representative of his 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 his rights under such Common Stock shall have passed by assignment pursuant to his 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 he may acquire pursuant to the terms of this Agreement are being acquired by him solely for his 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 he 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 him must be held indefinitely, and that he 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 his 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.

     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 he shall incur in connection with his 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 his employment hereunder and except for illnesses, reasonable vacation periods, and reasonable leaves of absence, the Employee shall devote all his full business time, attention, skill, and efforts to the faithful performance of his 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 thi