FIRST UNITED SECURITY BANK
DIRECTOR RETIREMENT AGREEMENT
THIS AGREEMENT is made this 16th day of October, 2002, by and between UNITED SECURITY
BANCSHARES, INC., a Delaware corporation ("USB"), FIRST UNITED SECURITY BANK, a state-
chartered commercial bank located in Thomasville, Alabama ("FUSB") (USB and FUSB are collectively referred
to herein as the "Company") and J. C. Stanley (the "Director").
To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to
provide retirement benefits to the Director. The Company will pay the benefits from its general assets.
The Director and the Company agree as follows:
Article 1 Definitions
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
1.1 "Board" means the Board of Directors of USB.
1.2 A "Change of Control" shall be deemed to have occurred as of the first day that any one or more of the
following conditions have been satisfied:
(i) Any Person (other than those Persons in control of USB as of the Effective Date, or other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company, or a corporation owned
directly or indirectly by the stockholders of USB in substantially the same proportions as their ownership of stock
of USB), who becomes the Beneficial Owner, directly or indirectly, of securities of USB or FUSB representing
thirty percent (30%) or more of the combined voting power of USB or FUSB then outstanding securities; or
(ii) During any period of two (2) consecutive years (not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute the Board (and any new Director, whose election by
USB stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who
either were Directors at the beginning of the period or whose election or nomination for election was so