PAB BANKSHARES INC
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>8
<FILENAME>doc7.txt
<TEXT>
                                                                   EXHIBIT 10.13
                                                                   -------------

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into
effective as of the 1st day of January, 2003, by and among Donald J. Torbert,
Jr., a resident of the State of Georgia (the "Employee"), and THE PARK AVENUE
BANK, a bank chartered under the laws of the State of Georgia (the "Bank") that
is the wholly-owned subsidiary of PAB Bankshares, Inc., a Georgia corporation
("Bankshares").

                              W I T N E S S E T H:

     WHEREAS, the board of directors of the Bank (the "Board of Directors")
desires to employ the Employee, and the Employee desires to be employed by the
Bank, on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the employment of the Employee by the
Bank, of the premises and the mutual promises and covenants contained herein,
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:

     1.     Employment.  The Bank hereby employs the Employee, and the Employee
            ----------
hereby accepts such employment, on the terms and conditions set forth in this
Agreement.  The Employee represents and warrants that he is not a signatory to,
or otherwise bound by, any agreement that would prevent or materially impair his
ability to accept and perform the employment duties contemplated by this
Agreement.

     2.     Term.  The period of Employee's employment under this Agreement (the
            ----
"Term") shall be deemed to have commenced as of January 1, 2003, and, subject to
the provisions of Sections 10 and 12 of this Agreement, shall continue until
terminated, as provided herein.

     3.     Capacity, Duties and Responsibilities.  The Employee shall serve in
            -------------------------------------
the capacity or capacities and shall have the duties and responsibilities set
forth in Section A of Appendix I attached hereto and such other duties and
responsibilities consistent therewith, as may be reasonably determined from time
to time by the Chief Executive Officer of the Bank.  During the Term, the
Employee shall devote his full time and best efforts during normal business
hours to the business and affairs of the Bank, except for vacations, illness or
as otherwise agreed to by the Chief Executive Officer of the Bank and the
Employee.

     4.     Place of Performance.  The Employee shall be based, and shall
            --------------------
perform his duties, at the offices of the Bank located in Lowndes County,
Georgia.

     5.     Compensation.
            ------------

     (a)     Base Salary.  Subject to Section 10, during the Term, the Employee
             -----------
shall receive from the Bank the aggregate amount of annual base salary set forth
in Section B of Appendix I attached hereto (as in effect from time to time, the
"Base Salary").   The Base Salary shall be payable in regular installments in
accordance with the customary Employee payroll practices of the Bank.  The Board
of Directors shall review the Employee's Base Salary annually and in their sole
discretion may adjust the Employee's Base Salary upwards (but not downwards)
from year to year during the Term.  The annual compensation adjustment
(regardless of form) will be determined after taking into account, among other
things, changes in the cost of living, Employee's performance and the
performance of the Bank.

     (b)     Incentive Compensation.  In addition to Base Salary and subject to
             ----------------------
Section 10, with respect to each fiscal year of the Bank during the Term, the
Employee shall be eligible to earn incentive, or bonus, compensation (the
"Bonus") as determined by the Board of Directors, from time to time.

     6.     Expenses.  During the Term, the Employee shall be entitled to
            --------
receive from the Bank prompt reimbursement for all reasonable travel and
business expenses incurred by him (in accordance with the policies and
procedures established by the Board of Directors from time to time for officers
of the Bank) in performing services hereunder, upon presentation of expense
statements or vouchers and such other information, as the Bank may reasonably
require.

     7.     Employee Benefits.
            -----------------


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<PAGE>
     (a)     General.  The Employee shall be entitled to participate in all
             -------
Employee benefit plans, programs and arrangements of the Bank now or hereafter
made available to employees of the Bank, as such plans, programs and
arrangements may be in effect from time to time.  Without limiting the
foregoing, during the Term, the Employee shall enjoy the benefits described in
Section C of Appendix I attached hereto.  The Bank shall indemnify the Employee
and hold the Employee harmless from and against any claim, loss or cause of
action arising from or out of the Employee's performance as an officer or
Employee of the Bank, to the maximum extent permitted by law and the certificate
of incorporation and by-laws of the Bank.

     (b)     Vacations.  The Employee shall be entitled to annual vacations in
             ---------
accordance with the vacation policies in effect from time to time for employees
of the Bank.  The Employee shall also be entitled to all paid holidays and
personal days given by the Bank to employees.

     8.     Stock Options.   The Employee is or has been granted an option to
            -------------
purchase the number of shares of common stock in Bankshares, set forth in
Section D of Appendix I (the "Options"). The Options and any future Options
granted by the Board of Directors shall be exercisable in the manner (in whole
or in part, from time to time), and at the price as established by the Board of
Directors; provided however, that, if either (i) a Change in Control has
           ----------------
occurred, as set forth in Section 12 of this Agreement, or (ii) this Agreement
is terminated by the Bank at any time for any reason other than for Cause, as
defined in Section 10 herein, all Options not previously vested shall vest 100%
on the date of such event, notwithstanding any provision to the contrary
contained in any stock option agreement entered into between Bankshares and the
Employee with respect to such Options.

     9.     Restrictive Covenants and Confidentiality.  The Employee
            -----------------------------------------
acknowledges and agrees that the Employee's agreement, to enter into and be
bound by the provisions of this Section 9, is a material inducement to the
Agreement of the Bank's agreement to enter into and be bound by the provisions
of Section 10(d) and Section 12(c) hereof.

     (a)     Non-competition and Non-solicitation.
             ------------------------------------

          (i)     For a period commencing with the date hereof and ending the
later of   (x) twelve  (12) months after the Employee is no longer employed by
the Bank or (y) the date the Employee is no longer receiving the payment of his
Base Salary pursuant to Section 10 (d) of this Agreement  (the "Restricted
Period"), the Employee shall not, and shall not permit any person subject to his
direction or control to, directly or indirectly, anywhere within Lowndes County
in the State of Georgia (the "Territory"), engage in the business of (1)
receiving money for deposit; (2) lending money; and (3) servicing loans (the
"Business"), whether alone or in association with others, as principal, officer,
agent, employee, director or stockholder of any bank, bank holding company,
corporation, partnership, association or other entity (except as provided in
9(a)(iv) below), or through the investment of capital, lending of money or
property or rendering of services.

          (ii)     During the Restricted Period, the Employee shall not, and
shall not permit any of his respective affiliates, employees, agents or others
under his control who are engaged in the Business to, directly or indirectly, on
their own behalf or on behalf of any other person, (A) call on any customer of
the Bank located in the Territory for the purpose of soliciting the banking
deposits or loans of such customer of the Bank, (B) otherwise divert or attempt
to divert any business from the Bank within the Territory, (C) interfere with
the business relationships between the Bank within the Territory, on the one
hand, and any of its respective customers or others with whom it has business
relationships, on the other hand, or (D) recruit or otherwise solicit or induce,
or enter into or participate in any plan or arrangement, to cause any person who
is an employee of, or otherwise performing services for, the Bank to terminate
his or her employment or other relationship with the Bank, or (E) hire any
person who has left the employ of the Bank during the preceding twelve months,
or hire any person who is or has been an executive officer of the Bank at any
time.

          (iii)     The Employee shall not at any time, directly or indirectly,
use, or purport to authorize any person to use, any name, mark, logo, or other
identifying words or images which are the same as, or similar to, those used
currently or in the past by the Bank in connection with any product or service,
whether or not such use would be in a business competitive with that of the
Bank.

          (iv)     The ownership or control of up to five percent of the
outstanding securities of any class of a bank or bank holding company doing
business in the Territory, which has a class of securities registered under the
Securities Exchange Act of 1934, as amended, shall not be deemed to be a
violation of the provisions of this Section 9(a).


                                      121
<PAGE>
     (b)     Confidential Information.
             ------------------------

          (i)     The Employee acknowledges that, in the course of his
employment pursuant to this Agreement, he has had, and is expected to continue
to have, extensive contact with customers of the Bank, and to have knowledge of,
and access to, trade secrets and other proprietary and confidential information
of the Bank, including, without limitation, the identity of customers and
suppliers and other persons with whom the Bank has business relationships,
technical information, know how, plans, specifications, and information relating
to the financial condition, results of operations, employees, products, products
under development, inventions, sources, leads or methods of obtaining new
products or business, pricing formulae, methods or procedures, cost of services
and marketing strategies of the Bank or any other information relating to the
Bank that could reasonably be regarded as confidential or proprietary or which
is not available to the public (collectively, the "Confidential Information"),
and that such information, even to the extent it may be or have been developed
or acquired by or through the efforts of the Employee, constitutes valuable,
special and unique assets of the Bank developed or acquired at great expense
which are the exclusive property of the Bank.

          (ii)     Employee agrees not to use, disclose or exploit, after
leaving the employ of the Bank, Confidential Information (as defined in the
preceding subsection) relating to the business of the Bank (whether constituting
a trade secret or not) which is or has been disclosed to Employee or of which
Employee became aware as a consequence of, or through, his employment
relationship with the Bank and which has value to the Bank and is not generally
known to its competitors.  However, such confidential data and information shall
not include any data or information that has been voluntarily disclosed to the
public by the Bank (except where such public disclosure has been made by
Employee without authorization) or that has been independently developed and
disclosed by others, or that otherwise enters the public domain through lawful
means.

          (iii)     Without limiting the generality of the foregoing, the
Employee shall not, after leaving the employ of the Bank, directly or
indirectly, disclose or otherwise make known to any person the names or
addresses of any of the customers of the Bank, whether such persons are
customers as of the Effective Date or become such in the future and whether or
not such persons have previously conducted business with the Employee in any
capacity, or any information as to employees of the Bank and others providing
services to the Bank, including with respect to their abilities, compensation,
benefits and other terms of employment or engagement.

          (iv)     Upon the termination of the Employee's employment with the
Bank, the Employee shall promptly deliver to the Bank all customer files,
correspondence, manuals, notes, notebooks, reports and copies thereof, and all
other materials relating to the business of the Bank, including without
limitation any materials incorporating Confidential Information, which are in
the possession or control of the Employee.

          (v)     The Employee acknowledges that the Bank would not enter into
this Agreement without the assurances provided above with respect to the
Confidential Information of the Bank.  After expiration of the Term,
Confidential Information for purposes of this Agreement shall be deemed not to
include information which is generally available to the public, other than as a
result of a breach by any person of an obligation of confidentiality.

     (c)     Continuing Obligations.  The Employee acknowledges that the Bank
             ----------------------
would be irreparably harmed and that monetary damages would not provide an
adequate remedy to it in the event the covenants contained in subsections (a)
and (b) of this Section 9 were not complied with, in accordance with their
terms.  Accordingly, the Employee agrees that any willful or intentional breach,
or threatened breach, by him of any provision of subsections (a) and (b) of this
Section 9 shall entitle the Bank to injunctive and other equitable relief to
secure the enforcement of these provisions, in addition to any other remedies
which may be available to it, and it shall be entitled to receive from the
Employee reimbursement for all reasonable attorneys' fees and expenses incurred
by it in enforcing these provisions (unless the Bank is not the substantially
prevailing party in any legal action brought for such purposes).  In addition to
its other rights and remedies, the Bank shall have the right to require the
Employee to account for, and pay over to it, all compensation, profits, money,
accruals and other benefits derived or received, directly or indirectly, by the
Employee from any action constituting a willful or intentional breach of
subsection (a) or subsection (b) of this Section 9. It is the desire and intent
of the parties that the provisions of this Section 9 be enforced in full;
however, if any provisions of this Section 9 relating to the time period, scope
of activities or geographic area of restrictions is declared by a court of
competent jurisdiction to exceed the maximum permissible time period, scope of
activities or geographic area, the maximum time period, scope of activities or
geographic area, as the case may be, shall be reduced to the maximum which such
court deems enforceable.  If any provisions of this Section 9, other than those
described in the preceding sentence, are adjudicated to be invalid or
unenforceable, the invalid or unenforceable provisions shall be deemed amended
(with respect only to the jurisdiction in which such adjudication is made) in
such manner as to render them enforceable and to effectuate as nearly as
possible the original intentions and agreement of the parties.


                                      122
<PAGE>
     (d)     Modification of Restrictive Period.  In the event this Agreement is
             ----------------------------------
terminated by the Bank at any time, for any reason other than for Cause, as
defined in Section 10(b) herein, the term "Restrictive Period" as described in
Section 9(a) shall be modified and, thereby, shall terminate on the date all
amounts otherwise payable to the Employee either have been paid to him or should
have been paid to him pursuant to the terms of this Agreement.

     10.     Termination.     The employment of the Employee under this
             -----------
Agreement, including without limitation, except as otherwise provided in this
Section 10 and in Section 12 hereof, all compensation, salary, expenses
reimbursement, and the Employee benefits, may be terminated as follows:

     (a)     At the election of the Bank for Cause;

     (b)     As used herein, the term "Cause" shall mean the occurrence of one
or more of the following:  (i) conviction of the Employee of any felony; (ii)
any event, condition or circumstance which, pursuant to the provisions of
federal or state law, renders the Employee unemployable by the Bank (iii) a
material breach of this Agreement, or the willful failure or refusal by the
Employee to perform and discharge the Employee's duties, responsibilities and
obligations as an officer of the Bank; (iv) any act of moral turpitude or
willful misconduct by the Employee intended to result in personal enrichment of
the Employee at the expense of the Bank; (v) any intentional material damage to
the property or business of the Bank; (vi) an act constituting gross negligence
in the duties of the Employee under this Agreement; (vii) the ineligibility of
the Employee to perform his duties because of a ruling, directive or other
action by any agency of the United States or any state of the United States
having regulatory authority over the Bank; or (viii) any willful and knowing
violation of any federal banking law, state banking law or any regulation or
rule promulgated thereunder, which violation is material to the safety and
soundness of the Bank.

     (c)     Upon the Employee's death, or, at the election of either party,
upon the Employee's disability as determined in accordance with the standards
and procedures under the Employee's then current long-term disability insurance
coverage provided by the Bank, or, if such disability insurance coverage
provided by the Bank is not then in place, upon the Employee's disability
resulting in inability to perform the duties described in Section 3 of this
Agreement for a period of one hundred twenty (120) consecutive days.

     (d)     If this Agreement is terminated prior to a Change in Control (as
set forth and defined in Section 12 of this Agreement), by the Bank at any time,
for any reason other than for Cause or Employee's disability, then the Bank
shall pay to the Employee, as the Employee's sole remedy hereunder, the
aggregate amount of one hundred fifty percent (150%) of the Employee's Base
Salary, in effect as of the date of termination, in equal monthly installments,
beginning on the first business day of the calendar month next following the
date of termination, for a term of eighteen (18) consecutive months.

     (e)     If the Agreement is terminated because of the death of the Employee
or by the Bank for Cause, the Employee shall receive no further compensation or
benefits, other than the Employee's Base Salary through the date of such
termination.

     11.     Notices.
             -------

     All notices provided for herein shall be in writing and shall be deemed to
be given when delivered in person or deposited in the United States Mail,
registered or certified, return receipt requested, with proper postage prepaid
and addressed as follows:

     Bank:               The Park Avenue Bank
                         3102 North Oak Street Extension
                         Valdosta, Georgia 31602

                         Attn:     Chairman of the Board

                         with a copy to:

                         Thompson Kurrie, Jr., Esquire
                         Coleman, Talley, Newbern, Kurrie, Preston & Holland,LLP
                         P. O Box 5437
                         Valdosta, Georgia 31603


                                      123
<PAGE>
     Employee:           Donald J. Torbert, Jr.
                         409 Shirley Place
                         Valdosta, GA 31605

     12.     Change in Control.  None of the benefits provided in Section 12 of
             -----------------
this Agreement shall be payable to the Employee unless (i) there shall have been
a Change in Control, as set forth in this Section 12, and (ii) the Employee is
employed by the Bank at the time of the occurrence of such Change in Control.

     (a)     A "Change in Control" shall mean  (i) the acquisition, directly or
indirectly, by any person (other than the Employee) acting individually or in
concert with others or as a "group" (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934) of securities of representing an aggregate of
25% or more of the combined voting power of Bankshares' or the Bank's then
outstanding voting securities, other than an acquisition thereof by: (A) any
employee plan established by Bankshares or the Bank; (B) Bankshares or any of
its "affiliates" (as defined in Rule 12b-2 promulgated under the Securities
Exchange Act of 1934), including the Bank; (C) an underwriter temporarily
holding securities pursuant to an offering of such securities; (D) a current
director of Bankshares who was a director of Bankshares on the commencement date
of this Agreement, set forth in Section 2 hereof (the "Current Director"); and
(E) the immediate family members of a Current Director, including  the parents,
spouse, children (and their respective spouses) and grandchildren of said
Current Director, and any trusts or other legal entities, which are controlled
by the Current Director and/or the immediate family members of the Current
Director (collectively, "Director Related Parties"); (ii) during any period of
up to two consecutive years, individuals who, at the beginning of such period,
constitute the Board of Directors (of Bankshares or the Bank) cease for any
reason to constitute at least a majority thereof, provided that any person who
becomes a director subsequent to the beginning of such period and whose
nomination for election is approved by at least two-thirds of the directors then
still in office who either were directors at the beginning of such period or
whose election or nomination for election was previously so approved (other than
a director (A) whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of the directors
of Bankshares, as such terms are used in Rule 14a-11 of Regulation 14A under the
Securities Exchange Act of 1934, or (B) who was designated by a person who has
entered into an agreement with Bankshares or the Bank to effect a transaction
described in clause (i) or (iii) of this Section 12 (a)) shall be deemed a
director as of the beginning of such period; or (iii) the stockholders of
Bankshares or the Bank approve a merger or consolidation of Bankshares or the
Bank with any other corporation other than (A) a merger or consolidation that
would result in the voting securities of Bankshares outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of  any bank, at least 51% of
the combined voting power of the voting securities of  Bankshares, or such
surviving entity or any parent thereof outstanding immediately after such merger
or consolidation and provided that no person (other than a Current Director or
Directed Related Parties) acting individually, and no person acting in concert
with others or as a "group," acquires, directly or indirectly, the voting
control of 25% or more of said voting securities, or (B) a merger or
consolidation effected to implement a recapitalization of Bankshares (or similar
transaction) in which no person (other than the Employee or a Current Director
or Director Related Parties) acting individually, and no person (other than the
Employee) acting in concert with others or as a "group," acquires, directly or
indirectly, the voting control of securities of Bankshares representing 25% or
more of the combined voting power of Bankshares' then outstanding voting
securities.

     (b)     Following the date of occurrence of a Change in Control, if the
Bank terminates the employment of the Employee under this Agreement without
Cause (the "Termination of Employment"), the Bank shall pay the Employee a lump
sum cash payment in an aggregate amount equal to the product of one and 50/100
(1.50) multiplied by the Employee's annual compensation from the Bank, including
salary, bonuses, all perquisites, and all other forms of compensation paid to
the Employee for his benefit or the benefit of his family (other than
compensation from the exercise of options to purchase Bankshares common stock)
however characterized, for the fiscal year during the term of this Agreement for
which such compensation was highest, plus an amount equal to the amount of any
                                     ----
additional state and federal taxes (including additional income taxes and excise
taxes) attributable to the application of Section 280G of the Internal Revenue
Code of 1986, as amended, and any similar state tax law.  The payment provided
for in this Section 12(b) shall be due and payable to the Employee within thirty
(30) days after the date of the Termination of Employment.


                                      124
<PAGE>
     (c)     If the Bank takes any of the following actions during the Term,
such action, for purposes of Section 12(b) hereof, shall be deemed to be a
termination of the employment of the Employee under this Agreement by the Bank
without Cause.  Those actions are: (i) a reduction in the Employee's salary,
bonus provisions or other perquisites as were in effect immediately prior to
such reduction, (ii) a material change in the Employee's status, offices,
titles, reporting requirements, duties or responsibilities with Bankshares and
the Bank as in effect on the effective date of this Agreement (iii) the failure
by the Bank to increase the Employee's Base Salary annually in accordance with
procedures of the Board of Directors contemplated herein by and pursuant to the
provisions of Section 5(a) of this Agreement, or (iv) due to any requirement of
the Bank that Employee relocate more than fifty (50) miles from  the offices of
his present employment.  In any such event, Employee shall be entitled to all
payments provided for in Section 12(b)  of this Agreement.

     13.     Resolution of Disputes: Arbitration.
             -----------------------------------

     (a)     Except for the provisional remedies contemplated in Section 9 and
in Section 13(d) of this Agreement, the Bank and the Employee shall use their
best efforts to resolve any dispute, controversy or claim between them with
respect to any matter related to or arising out of this Agreement (each, a
"Dispute") through negotiation; provided, however, that the parties hereto
                                --------  -------
acknowledge and agree that any Dispute related to, or arising out of, Section 9
of this Agreement shall not be subject to negotiation or arbitration pursuant to
the provisions of this Section 13.  Such negotiation shall begin immediately
after a party has delivered to the other party a written request for such
negotiation.  If within 60 days following the date on which such notice is
given, the parties fail to resolve the dispute through such negotiations, then
either party may initiate an arbitration proceeding in accordance with this
Section 13.

     (b)     Subject to Section 13(a), any Dispute shall be referred to and
finally resolved by arbitration administered by the American Arbitration
Association (the "AAA") in accordance with the Commercial Arbitration Rules of
the AAA and the provisions of this Section 13, before a single arbitrator to be
appointed by the mutual consent of the Bank and the Employee.  The arbitration
proceedings shall be held in the City of Valdosta, Georgia; provided, however,
                                                            --------  -------
that, in the event that the parties cannot agree on an arbitrator, the parties
agree that the AAA shall designate an arbitrator whose residence and place of
business shall be not less than fifty (50) miles from the City of Valdosta,
Georgia.

     (c)     The arbitrator shall decide the Dispute in accordance with this
Agreement and the laws of the State of Georgia applicable to agreements made and
to be performed entirely within such State.  The decision of the arbitrator
shall be in writing and presented in separate findings of fact and law.  The
award of the arbitrator shall be final and binding on the parties from which no
appeal may be taken, and an order confirming the award or judgment upon the
award may be entered into in any court having jurisdiction there over.

     (d)     Prior to the appointment of the arbitrator, the Bank or the
Employee may take provisional remedies, including, without limitation, temporary
restraining orders and preliminary injunctions.  After the appointment of the
arbitrator, the arbitrator shall have sole authority to grant such provisional
remedies as the arbitrator, in its sole discretion, deems necessary and
appropriate.

     (e)     The arbitrator, in the award, may assess the fees and expenses of
the arbitrator and of the arbitration proceeding, and the witness and attorneys'
fees of the parties, or any part thereof, against either the Bank or the
Employee or both of them, taking into account the circumstances of the case.
Except as assessed by the arbitrator in the award, the Bank and the Employee
shall each bear their own costs in connection with the arbitration proceeding,
and shall each bear 50% of the fees and expenses of the arbitrator.

     (f)     The parties hereby acknowledge the provisions of this Section 13 by
placing their respective initials below:

                 NAME:                                   INITIALS:
                 ----                                    --------

                 Donald J. Torbert, Jr.                  _____

                 Bank, by Michael E. Ricketson:          _____

     14.     Miscellaneous.
             -------------


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<PAGE>
     (a)     Modification, Waiver, etc.  No provision of this Agreement may be
             -------------------------
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Employee and a duly authorized officer of the
Bank.  No waiver by any party hereto at any time of any breach of another party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.  This Agreement shall be binding on and inure to the benefit of the
successors and assigns of the Bank.

     (b)     Withholding Taxes.  The Bank may withhold from amounts payable
             -----------------
under this Agreement such Federal, state and local taxes as are required to be
withheld pursuant to any applicable law or regulation and the Bank shall be
authorized to take such action as may be necessary in the opinion of counsel to
the Bank (including, without limitation, withholding from amounts from any
compensation or other amount owing from the Bank to Employee) to satisfy all
obligations for the payment of such taxes.

     (c)     Continuation of Employment.  Unless the parties otherwise agree in
             --------------------------
writing, continuation of Employee's employment with the Bank beyond the
expiration of the Term shall be deemed an employment at will and shall not be
deemed to extend any of the provisions of this Agreement to any party (other
than with respect to the Employee's vested benefits hereunder), all of which
provisions shall be deemed terminated and of no effect, and Employee's
employment may thereafter be terminated at will by Employee or the Bank, without
further obligation of either party hereunder.

     (d)     Governing Law.  The validity, interpretation, construction and
             -------------
performance of this Agreement shall be governed by the laws of the State of
Georgia applicable to agreements made and to be performed entirely in Georgia,
without regard to the conflict of laws principles of such State.

     (e)     Successor and Assigns.
             ---------------------

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

          (ii)     This Agreement is a personal contract, relating to the unique
and personal skills of the Employee, and, therefore, except as contemplated by
Section 14(e)(i) above, the rights, interest and obligations of the parties
hereto may not, during the Term, be sold, transferred, assigned, pledged or
hypothecated, except with the express written consent of all parties hereto.

     (f)     Severability of Invalid or Unenforceable Provisions.  The
             ---------------------------------------------------
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

     (g)     Counterparts.  This Agreement may be executed in one or more
             ------------
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.

     (h)     Definition of Terms.  The term "affiliate", when used in this
             -------------------
Agreement with respect to any person, means, unless otherwise specifically
provided in this Agreement, any person that, directly or indirectly, controls,
is controlled by or is under common control with such person, and with respect
to any natural person, includes the members of such person's immediate family
(spouse, children and parents).  The term "person", when used in this Agreement,
unless otherwise specifically provided in this Agreement, means any natural
person or entity with legal status.

     (i)     Entire Agreement.  This Agreement, together with Appendix I, sets
             ----------------
forth the entire agreement of the parties hereto in respect of the subject
matter contained herein and supersedes all prior agreements, understandings,
promises, covenants, arrangements and communications, both oral or written,
among the parties hereto in respect of the subject matter contained herein.


                                      126
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement and have
affixed their seals thereto as of the day and year first written above.

                              "Employee"

                              ___________________________________________ (SEAL)
                              Donald J. Torbert, Jr.


                              "Bank"

                              The Park Avenue Bank


                              By: ___________________________________
[CORPORATE SEAL]              Name: Michael E. Ricketson
                                    Title: President and Chief Executive Officer


                                      127
<PAGE>
                                   APPENDIX I

                             To Employment Agreement

            Between Donald J. Torbert, Jr. and The Park Avenue Bank
                          (the "Employment Agreement").


     Capitalized terms used herein shall have the meanings set forth in the
Employment Agreement.

     A.   Capacity, Duties and Responsibilities.
          -------------------------------------

          The Employee shall serve as Senior Vice President and Chief Financial
Officer of the Bank and Bankshares.  The Employee shall be responsible for
accounting and treasury function of the Bank, within the framework of the
business plan, the approved annual budget and a sound system of internal
controls, in compliance with the policies and procedures established by the
Board of Directors of Bankshares and the Bank, and all applicable laws and
regulations.

     B.   Compensation.
          ------------

          Base Salary:   $106,106.00

          Bonus:          To be determined by the Board of Directors.

     C.   Benefits.
          --------

          During the Term, the Bank shall furnish to Employee the following:
          Monthly automobile allowance - - - - - - - -$ 500


     D.   Options.
          -------

Options to purchase 17,841 shares of Bankshares Common Stock heretofore granted
to Employee by Bankshares, under Bankshares' 1999 Stock Option Plan, as amended
on August 28, 2001.


                                      128
<PAGE>

</TEXT>
</DOCUMENT>
