AGREEMENT

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                                  EXHIBIT 10-4

                                    AGREEMENT

      THIS AGREEMENT (this "Agreement") is entered into as of the 30th day of

June, 2005, by and among F. HAMPTON MCFADDEN, JR. ("Executive") and THE BANC

CORPORATION, a Delaware corporation (the "Parent"), and its wholly-owned

subsidiary, THE BANK, an Alabama banking corporation (the "Bank").

                              W I T N E S S E T H:

      WHEREAS, Executive is employed by the Parent and the Bank, pursuant to

that Employment Agreement dated January 16, 2001, attached hereto as Exhibit A

(the "Employment Contract"), and each of the parties hereto is also a party to

that certain Employment Standstill Agreement made as of January 24, 2005

attached hereto as Exhibit B (the "Standstill Contract") (the Employment

Contract and the Standstill Contract being hereinafter referred to collectively

as the " Contracts");

      WHEREAS, the Parties hereto agree that the Executive is entitled to

certain rights and benefits under the Contracts;

      WHEREAS, the parties hereto have had discussions and have reached

agreement about the term of Executive's continuing employment and the

quantification and satisfaction of rights and obligations of the Bank and Parent

and Executive pursuant to the Contracts;

      WHEREAS, the Parties hereto agree that any cash payments to be made to

Executive hereunder shall be obligations of the Bank; and

      WHEREAS, Executive, the Parent and the Bank desire to fully settle,

compromise and resolve forever any claims, disputes, and potential claims

related to the Contracts.

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      NOW, THEREFORE, in consideration of the premises, the mutual promises and

covenants contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto do

hereby agree as follows:

      1. RESIGNATION OF EMPLOYMENT. The Executive shall resign, effective

September 30, 2005, all positions that he currently holds with the Parent, the

Bank, and any companies, plans or trusts affiliated with or sponsored by either.

Notwithstanding the immediately preceding sentence, Executive shall serve as an

outside legal advisor to the Parent and the Bank through January 24, 2006,

receiving the same salary and benefits that he is currently receiving under the

Contracts; provided, however, that Executive shall continue to receive such

salary and benefits only so long as he is meeting his obligations hereunder as

an employee or advisor, as the case may be; provided, further, that such salary

and benefits would continue through January 24, 2006, if Executive were not

meeting his obligations hereunder solely due to his death or disability or his

having been terminated without cause.

      2. EMPLOYMENT. The Parent agrees that it will maintain the Executive in

its employ to the extent, but only to the extent, necessary for Executive to be

able to exercise any stock options to purchase stock of the Parent for the full

term of such option.

      3. PAYMENT AND OTHER BENEFITS.

      In lieu of any payments that Executive would be entitled pursuant to

subsections 4(c)(i) and (ii) of the Employment Contract and in lieu of the

insurance benefits to which Executive would be entitled pursuant to subsection

4(c)(iii) of the Employment Contract, the Executive will receive $1,138,811

(less any required withholding) payable by the Bank on July 21, 2005, or

promptly thereafter. Promptly upon payment of said amount, Executive will

purchase for its then current book value the vehicle that is currently being

provided for Executive's use.