THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of December 31, 1997 by
and between Tracy A. Dixon, a resident of the State of Georgia ("Employee") and First Community Bank of
Southwest Georgia, a Georgia corporation ("FCB").
W I T N E S S E T H:
WHEREAS, Employee is currently an executive officer of Bainbridge National Bank, a wholly owned subsidiary
of Investors Financial Corp. ("Investors"). Investors has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with FCB's parent corporation, PAB Bankshares, Inc. ("PAB"), pursuant to which
Investors will be merged with and into PAB (the "Merger"), and subsequently Bainbridge National Bank will be
merged with FCB;
WHEREAS, upon consummation of the Merger, FCB and Employee each desire to enter into an employment
relationship with the other; and
WHEREAS, FCB and Employee each deem it necessary and desirable, for their mutual protection, to execute a
written document setting forth the terms and conditions of said relationship;
NOW, THEREFORE, in consideration of the employment of Employee by FCB, 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 and Duties.
FCB hereby employs Employee to serve as Chief Executive Officer and to perform such duties and
responsibilities as customarily performed by persons acting in such capacity. During the terms of this Agreement,
Employee will devote his full time and effort to his duties hereunder. Employee will report directly to the Chief
Executive Officer of PAB.
2. Term. Subject to the provisions of Sections 12 and 14 of this Agreement, the period of Employee's
employment under this Agreement shall be deemed to have commenced as
of the effective date of the Merger, and shall continue for a period of thirty- six (36) cal