<DOCUMENT>
<TYPE>EX-10.(N)
<SEQUENCE>14
<FILENAME>g74454ex10-n.txt
<DESCRIPTION>EMPLOYEE AGREEMENT FOR WALLACE D. MALONE, JR
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(N)
 
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
 
         This Amended and Restated Employment Agreement (the "Agreement"), which
initially was entered into as of the 19th day of October, 1984, and then
amended, restated and re-executed at various times thereafter, including as of
January 17, 1996, by and between SOUTHTRUST CORPORATION, a Delaware corporation
(the "Company"), and Wallace D. Malone, Jr., an individual resident of Jefferson
County, Alabama (the "Employee");
 
                                   WITNESSETH:
 
         WHEREAS, the Employee has served the Company in an executive capacity
for a number of years;
 
         WHEREAS, the Company desires to assure itself of the employment of the
Employee in accordance with the terms of this Agreement; and
 
         WHEREAS, the parties have determined that certain provisions of the
Agreement should be amended and supplemented, and in order to do so, the parties
have agreed to amend and restate the Agreement in its entirety.
 
         NOW, THEREFORE, it is agreed by and between the parties that the
Agreement shall be amended and restated in its entirety to read as follows:
 
 
                                       1
 
<PAGE>
 
         1.       The Company agrees to employ the Employee for the period
specified in paragraph 11 of this Agreement (which period, as extended from time
to time in accordance with paragraph 11 hereof, hereinafter shall be referred to
as the "Period of this Agreement"). For any calendar year, or any portion
thereof, during the Period of this Agreement that occurs subsequent to December
31, 1994, the annual base salary of the Employee shall be an amount equal to the
Employee's base salary for the year ended December 31, 1994, which base salary
shall be subject to adjustment by the Board of Directors as of the end of any
calendar year subsequent to December 31, 1994; provided, however, that in no
event shall such annual base salary be reduced below the Employee's annual base
salary for the immediately preceding calendar year (the "Annual Base Salary").
The Annual Base Salary shall be paid in cash or its equivalent and shall be paid
in appropriate installments to conform with the regular payroll dates of the
Company.
 
         In addition to the Annual Base Salary, the Employee shall be awarded,
for each calendar year during the Period of this Agreement, an annual bonus,
payable in cash or its equivalent, in such amounts as may be determined pursuant
to the Senior Officer Performance Incentive Plan of the Company or any
comparable plan of the Company then in existence. Each such annual bonus shall
be paid no later than two and one-half (2 1/2) months following the end of the
calendar year for which the annual bonus is awarded or the date otherwise
established by the Senior Officer Performance Incentive Plan of the Company or
any comparable plan pursuant to which such bonus is awarded, unless the Employee
shall elect in writing to defer the receipt of such annual bonus.
 
 
                                       2
 
<PAGE>
 
         2.       During the Period of this Agreement, the Employee shall serve
the Company in a capacity which is at least equal to the capacity in which he is
now serving the Company and shall perform executive functions for the Company
which are at least equal in responsibility, importance and scope as the
executive functions the Employee is now performing for the Company. During the
Period of this Agreement, employee benefits at least equal to those provided the
Employee as of January ___, 1996 (the "Latest Amendment Date of this Agreement")
will continue to be provided to the Employee, and if the Company, after the
Latest Amendment Date of this Agreement, increases the employee benefits
provided to its employees, the Employee shall be entitled to substantially the
same employee benefits provided to employees of the Company occupying comparable
positions to that occupied by the Employee. The Company acknowledges that as of
the Latest Amendment Date of this Agreement it is paying, on behalf of the
Employee, all premiums necessary to maintain in full force and effect a life
insurance policy insuring the life of the Employee, which policy is owned by the
Employee, and during the Period of this Agreement, the Company shall continue to
pay all premiums required to maintain such life insurance policy in full force
and effect. The Employee shall be furnished, during the Period of this
Agreement, office space in the facility at which the Company's principal
executive office in Birmingham, Alabama are then being maintained, which office
space shall be at least equal in size and other amenities to the office space
occupied by the Employee as of the Latest Amendment Date of this Agreement. The
Employee shall be furnished during the Period of this Agreement with secretarial
and office support commensurate with the support now furnished the Employee as
of the Latest Amendment Date of this Agreement.
 
 
                                       3
 
<PAGE>
 
         3.       The Company agrees that the Employee, at the Employee's
election, may retire at any time prior to attaining age sixty-five (65) and
after the earlier of the Employee's fifty-fifth (55th) birthday or the
Employee's completion of the Employee's thirtieth (30th) year of service
measured from date of employment ("Early Retirement"), which election, subject
to the parameters set forth above, may be exercised by the Employee at any time
while the Employee is employed by the Company hereunder or while the Employee is
receiving payments pursuant to the first sentence of paragraph 9 of this
Agreement. Such Early Retirement shall be treated for all purposes as if the
Employee continued employment with the Company as an "Eligible Employee," as
defined in the SouthTrust Corporation Retirement Income Plan, as amended (the
"Retirement Plan"), at age sixty-five (65) and the retirement pay due to be paid
the Employee under the Retirement Plan, the SouthTrust Corporation Excess
Benefit Plan, as amended ("the Excess Plan"), and the SouthTrust Corporation
Additional Retirement Benefit Plan, as amended ("the Additional Plan"), shall be
computed at the highest level of pay authorized for computation under the
Retirement Plan, the Excess Plan, and Additional Plan and shall take into
account, for purposes of computing such retirement pay, any payments made
pursuant to the first sentence of paragraph 9 of this Agreement. If necessary,
the Company agrees to supplement the retirement pay provided for under the
Retirement Plan, the Excess Plan, and the Additional Plan so that the aggregate
retirement pay for the Employee, if the Employee elects Early Retirement and
commences receiving payment of such retirement pay as of the first day of the
month following his Early Retirement, will be at the same level and in the same
amount, without any actuarial reduction due to commencement of benefit payment
prior to his attainment of age 65, as it would have been if the Employee had
retired at age 65 under the Retirement Plan, the Excess Plan, and the Additional
Plan. In the event the Employee elects Early Retirement and does not commence
 
 
                                       4
 
<PAGE>
 
receiving the Employee's retirement pay as of the first day of the month
following the Employee's Early Retirement, the amount, if any, payable by the
Company hereunder shall be actuarially increased (using the actuarial factors
used for determining actuarial equivalent benefits under the Retirement Plan) to
reflect the deferral of commencement of such benefits.
 
         The Employee, if he elects Early Retirement, shall continue to be bound
by its provisions of paragraph 13 of this Agreement.
 
         4.       If the Employee elects Early Retirement, the Company agrees
that it will maintain, until the Employee attains age sixty-five (65), medical
and health insurance covering the Employee and the Employee's dependents at the
same level as such insurance is maintained for a full-time employee of the
Company occupying a position comparable to that occupied by the Employee
immediately prior to Early Retirement. In the event the Company shall cease to
maintain medical or health insurance for its full-time employees or shall cease
to have full-time employees at any time prior to the Employee's sixty-fifth
(65th birthday, the Company shall maintain medical and health insurance covering
the Employee at the same level as such insurance was maintained for a full-time
employee of the Company occupying a position comparable to that occupied by the
Employee immediately prior to Early Retirement at the last point in time the
Company so maintained medical and health insurance for its full-time employees.
 
         5.       If the Employee elects Early Retirement, or if this Agreement
is terminated without Cause (as hereinafter defined), or if the Employee
terminates employment with the Company pursuant to and in accordance with
paragraph 8 of this Agreement, it is agreed that the
 
 
                                       5
 
<PAGE>
 
Company will, without charge to the Employee, permit the Employee to retain any
automobile owned by the Company which the Employee may be using at that time,
and the Company agrees to execute a bill of sale, or such other instrument and
documentation as may be necessary, vesting title to such automobile in the
Employee. If the Employee elects Early Retirement, or if this Agreement is
terminated without Cause, or if the Employee terminates employment with the
Company pursuant to and in accordance with paragraph 8 of this Agreement, the
Company also agrees, until the Employee attains age sixty-five (65), to pay, on
behalf of the Employee, all dues and other charges necessary in order to enable
the Employee to be a member of a country club in the Birmingham, Alabama area of
which the Employee was a member immediately prior to election of Early
Retirement or such termination; provided, that if the Employee is a member of
more than one (1) such country club immediately prior to electing Early
Retirement or such termination, the Employee shall be required to designate in
writing one (1) country club with respect to which he wishes this provision to
be applicable.
 
         6.       If, by reason of illness (whether physical or mental) or
accident, the Employee becomes disabled to the extent that the Employee is
unable to perform the services required of the Employee under this Agreement for
a period of six (6) consecutive months, or if Employee should die during the
Period of this Agreement, this Agreement shall terminate forthwith, and neither
the Employee, the Employee's estate nor any other person claiming through the
Employee shall have any further or additional claim against the Company under
this Agreement.
 
 
                                       6
 
<PAGE>
 
         7.       Notwithstanding any other provision of this Agreement, the
Employee may, at any time during the Period of this Agreement, be discharged by
the Board of Directors of the Company for Cause, and in such event, this
Agreement and all of the rights and obligations of the parties hereto shall
terminate forthwith, except that the provisions of paragraph 12 of this
Agreement shall survive such termination.
 
         For purposes of this Agreement, the Company shall have Cause to
discharge the Employee and terminate this Agreement
 
         (a)      if such discharge and termination shall have been the result
                  of an act or acts of dishonesty by the Employee constituting a
                  felony and resulting directly or indirectly in gain to or
                  personal enrichment of the Employee at the Company's expense;
                  or
 
         (b)      if there has been a deliberate and intentional refusal by the
                  Employee during the Period of this Agreement to comply with
                  the provisions of paragraph 12 of this Agreement, and such
                  refusal results in demonstrably material injury to the
                  Company.
 
Notwithstanding the foregoing, the Company shall not be deemed to have Cause to
discharge the Employee and terminate this Agreement unless the Company shall
have delivered to the Employee a written notice of termination specifying the
particulars providing a basis for such termination and unless the Board of
Directors of the Company, after providing reasonable written notice to
 
 
                                       7
 
<PAGE>
 
the Employee of the notice of termination and the date of the meeting of the
Board of Directors of the Company described below and providing the Employee,
together with the Employee's counsel, an opportunity to be heard at a meeting of
the Board of Directors, adopts and delivers to the Employee a resolution of a
majority of the directors of the Company then in office, finding that, in the
good faith opinion of such directors, the Employee was guilty of conduct giving
rise to discharge and termination for Cause and specifying the particulars
thereof in detail.
 
         The Employee in no event shall be deemed to have been discharged by the
Board of Directors of the Company, and this Agreement in no event shall be
deemed to have been terminated for Cause, if such discharge and termination
occurred or took place
 
         (a)      as the result of bad judgment or negligence on the part of the
                  Employee; or
 
         (b)      as a result of an act or omission without intent of gaining
                  therefrom directly or indirectly a profit to which the
                  Employee was not legally entitled; or
 
         (c)      because of an act or omission delivered by the Employee in
                  good faith to have been in or not opposed to the interests of
                  the Company; or
 
         (d)      for any act or omission in respect of which a determination
                  could properly be made that the Employee met the applicable
                  standard of conduct prescribed for indemnification or
                  reimbursement or payment of expenses under the Restated
                  Certificate of Incorporation and/or Bylaws of the
 
 
                                       8
 
<PAGE>
 
                  Company or under the laws of the State of Delaware or the
                  directors' and officers' liability insurance of the Company,
                  in each case as in effect at the time of such act or omission;
                  or
 
         (e)      as the result of an act or omission which occurred more than
                  twelve (12) calendar months prior to the Employee's having
                  been given notice of discharge and termination of this
                  Agreement for such act or omission, unless the commission of
                  such act or such omission could not at the time of such
                  commission or omission have been known to a member of the
                  Board of Directors of the Company (other than the Employee if
                  he is then a member of the Board of Directors), and in the
                  latter case, more than twelve calendar months from the date
                  that the commission of such act or such omission was or could
                  reasonably have been so known; or
 
         (f)      as the result of a continuing course of action which commenced
                  and was or could reasonably have been known to a member of the
                  Board of Directors of the Company (other than the Employee if
                  he is then a member of the Board of Directors) more than
                  twelve (12) calendar months prior to notice having been given
                  to the Employee of discharge and termination of this
                  Agreement; or
 
 
                                       9
 
<PAGE>
 
         (g)      as a result of the good faith conduct of the Employee in
                  connection with any Change in Control of the Company (as
                  hereinafter defined), including the Employee's opposition to
                  or support thereof.
 
For purposes of this Agreement, a Change in Control of the Company shall be
deemed to have occurred if: (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") as
in effect as of the Latest Amendment Date of this Agreement), other than the
Company or any "person" who as of the Latest Amendment Date of this Agreement is
a director or officer of the Company or whose shares of Common Stock of the
Company are treated as "beneficially owned" (as such term is defined in Rule
13d-3 of the Exchange Act as in effect as of the Latest Amendment Date of this
Agreement) by any such director or officer, is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 20% or more of
the combined voting power of the Company's then outstanding securities; (b)
individuals who, as of the Latest Amendment Date of this Agreement, constitute
the Board of Directors of the Company (the "Incumbent Board of Directors") cease
for any reason to constitute at least a majority of the Board of Directors,
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election, was approved by a vote
of at least a majority of the directors comprising the Incumbent Board of
Directors shall be considered as though such individual were a member of the
Incumbent Board of Directors, but excluding for this purpose any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board of
Directors; (c) the
 
 
                                       10
 
<PAGE>
 
shareholders of the Company approve a reorganization, merger or consolidation of
the Company, unless, following such reorganization, merger or consolidation, (i)
more than 60% of, respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger or consolidation and
the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of the directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
outstanding Common Stock of the Company and outstanding voting securities of the
Company immediately prior to such reorganization, merger or consolidation in
substantially these same proportions as their ownership, immediately prior to
such reorganization, merger or consolidation, of the outstanding Common Stock of
the Company and the outstanding voting securities of the Company, as the case
may be, (ii) no person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation and any person beneficially owning,
immediately prior to any reorganization, merger or consolidation, directly or
indirectly, 20% or more of the outstanding Common Stock of the Company or
outstanding voting securities of the Company, as the case may be), beneficially
owns, directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors, and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board of Directors at the time of
the execution of the initial agreement providing for such reorganization, merger
or consolidation; or (d) the shareholders of the Company approve (i)
 
 
                                       11
 
<PAGE>
 
a complete liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to a corporation, with respect to which following such sale or other
disposition, (A) more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Common Stock of the Company and the
outstanding voting securities of the Company immediately prior to such sale or
other disposition in substantially the same proportions as their ownership,
immediately prior to such sale or other disposition, of the outstanding Common
Stock of the Company and outstanding voting securities of the Company, as the
case may be, (B) no person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation, and any person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly, 20%
or more of the outstanding Common Stock of the Company or the outstanding voting
securities of the Company, as the case may be), beneficially owns, directly or
indirectly, 20% or more, respectively, of the then outstanding shares of Common
Stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors, and (C) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board of Directors at the time of
the execution of the initial agreement providing for such sale or other
disposition of assets of the Company.
 
 
                                       12
 
<PAGE>
 
         8.       The Employee's employment may be terminated (i) during the
Period of this Agreement by the Employee for Good Reason or (ii) during the
Window Period by the Employee without any reason. For purposes of this
Agreement, the "Window Period" shall mean the 30-day period immediately
following the expiration of 180 days after the occurrence of a Change of Control
of the Company. For purposes of this Agreement, "Good Reason" shall mean
 
         (a)      the assignment to the Employee of any duties inconsistent in
                  any respect with the Employee's position (including status,
                  offices, titles and reporting requirements), authority, duties
                  or responsibilities as contemplated by paragraph 2 of this
                  Agreement or any other action by the Company which results in
                  a diminution in such position, authority, duties or
                  responsibilities; or
 
         (b)      any failure by the Company to comply with any of the
                  provisions of this Agreement, other than an isolated,
                  insubstantial and inadvertent failure not occurring in bad
                  faith and which is remedied by the Company promptly after
                  receipt of written notice thereof given by the Employee; or
 
         (c)      the Company's requiring the Employee to be based at an office
                  or location other than that described in paragraph 2 of this
                  Agreement; or
 
         (d)      any purported termination by the Company of the Employee's
                  employment otherwise than as expressly permitted by this
                  Agreement.
 
 
                                       13
 
<PAGE>
 
For purposes of this paragraph, any good faith determination of "Good Reason"
made by the Employee shall be conclusive.
 
         9.       In the event that, during the Period of this Agreement, the
Company shall cease to employ the Employee hereunder for any reason other than
for Cause or death or disability (within the meaning of paragraph 6 to this
Agreement) of the Employee, or the Employee, pursuant to and in accordance with
the provisions of paragraph 8 of this Agreement, shall terminate the Employee's
employment hereunder, the Employee, in lieu of the compensation contemplated by
paragraph 3 hereof for the Period of this Agreement, shall be entitled to
receive and the Company shall pay the Employee, for a period of five (5) years
following such cessation of employment, annual payments equal to (i) the Annual
Base Salary as in effect on the date immediately prior to the date of cessation
of the Employee's employment, and (ii) the higher of (a) the highest annual
bonus paid to the Employee during each of the five (5) calendar years of the
Company preceding the date of cessation of the Employee's employment or (b) the
annual bonus that the Employee would have been entitled to receive during the
calendar year in which such cessation of employment occurs if the Company's
performance (or other criterion on which the Employee's bonus for such calendar
year is based) were to be annualized as of the date of such cessation of
employment for the entire calendar year in which such cessation of employment
occurs, which payments shall be paid in sixty (60) equal installments, payable
on the first day of each month after the date of such cessation of employment.
In addition, in the event of any cessation of employment contemplated by this
paragraph 9, the Employee shall be entitled to all benefits of paragraph 5 of
this Agreement. The Employee shall not be required to seek other employment in
order to mitigate his damages under this Agreement, and the Company shall not
 
 
                                       14
 
<PAGE>
 
be entitled to set off against the amounts required to be paid to Employee
pursuant to this paragraph 9 any amount earned by the Employee in other
employment after the Employee has ceased to be employed by the Company within
the meaning of this paragraph 9 or any amount which might have been earned by
the Employee in other employment had he sought such other employment.
 
         It is understood and agreed by the Employee and the Company that the
Employee, at any time during the five (5) year period provided for in this
paragraph 9 and subject to the requirements of paragraph 3 of this Agreement,
may elect Early Retirement pursuant to paragraph 3 of this Agreement, and in
such event, the Employee shall be entitled to the benefits of paragraphs 3, 4
and 5 of this Agreement and shall be bound by the provisions of paragraph 12 of
this Agreement, but from and after the date of such election, the Employee shall
cease to be entitled to, and the Company no longer shall be obligated to pay,
the payments required by the first sentence of this paragraph 9.
 
         10.(a)   Notwithstanding anything to the contrary herein, in the event
it shall be determined that any payment or distribution by the Company to or for
the benefit of the Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a
"Payment"), would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended ("the Code"), or any interest or
penalties with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Employee shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by
 
 
                                       15
 
<PAGE>
 
the Employee of all taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax, imposed upon the Gross-Up
Payment, the Employee retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.
 
         (b)      Subject to the provisions of paragraph 10(c), all
determinations required to be made under this paragraph 10, including whether a
Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be
made by a firm of certified public accountants mutually acceptable to the
Company and the Employee ("the Accounting Firm"), which shall provide details
supporting calculations both to the Company and the Employee within fifteen (15)
business days after termination of the Employee's employment or at such earlier
time as may be requested by the Company. If the Accounting Firm determines that
no Excise Tax is payable by the Employee, it shall furnish the Employee with an
opinion that the Employee has substantial authority not to report any Excise Tax
on his federal income tax return. Any determination by the Accounting Firm shall
be binding upon the Company and the Employee. As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payment which will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
paragraph 9(c) and the Employee thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Employee.
 
 
                                       16
 
<PAGE>
 
         (c)      The Employee shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten (10) business days after the Employee knows
of such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is required to be paid. The Employee shall not pay such
claim prior to the expiration of the thirty (30) day period following the date
on which he gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If the
Company notifies the Employee in writing prior to the expiration of such period
that it desire to contest such claim, the Employee shall:
 
         (i)      give the Company any information reasonably requested by the
                  Company relating to such claim;
 
         (ii)     take such action in connection with contesting such claim as
                  the Company shall reasonably request in writing from time to
                  time, including, without limitation, accepting legal
                  representation with respect to such claim by an attorney
                  reasonably selected by the Company;
 
         (iii)    cooperate with the Company in good faith in order effectively
                  to contest such claim; and
 
         (iv)     permit the Company to participate in any proceedings relating
                  to such claim;
 
 
                                       17
 
<PAGE>
 
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as the result of such representation and
payment of costs and expenses. Without limitation of the foregoing provisions of
this paragraph 10(c), the Company shall control all proceedings taken in
connection with such contest and, in its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, in its sole option, either
direct the Employee to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Employee agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction, and in any one or more appellate courts, as the Company
shall determine; provided, however, that if the Company directs the Employee to
pay such claim and sue for a refund, the Company shall advance the amount of
such payment to the Employee, on an interest free basis, and shall indemnify and
hold the Employee harmless, on an after-tax basis, from any Excise Tax or income
tax, including interest or penalties with respect thereto, imposed with respect
to such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Employee with respect
to which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Employee shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.
 
 
                                       18
 
<PAGE>
 
         (d)      If, after the receipt by the Employee of an amount advanced by
the Company pursuant to paragraph 10(c), the Employee becomes entitled to
receive any refund with respect to such claim, the Employee shall (subject to
the Company's compliance with the requirements of paragraph 10(c)), promptly pay
to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to paragraph 10(c), a
determination is made that the Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial or refund prior to the expiration of thirty
(30) days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.
 
         11.      The Period of this Agreement, and the period of the Employee's
employment hereunder, shall be from October 19, 1984 until December 31, 1992;
provided, however, that on December 31, 1988 and any subsequent December 31
thereafter, the Period of this Agreement shall be automatically extended for an
additional period of one (1) calendar year.
 
         12.      The Company agrees to pay promptly as incurred, to the full
extent permitted by law, all legal fees and expenses which the Employee may
reasonable incur as a result of any contest (regardless of the outcome thereof)
by the Company, the Employee or others with respect to the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee or performance thereof (including as a result of any contest by the
Employee about
 
 
                                       19
 
<PAGE>
 
the amount of any payment pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable Federal rate provided for in
Section 7872(f)(2)(A) of the Code.
 
         13.      As further consideration for the execution of this Agreement
by the Company, the Employee covenants and agrees that for a period of
thirty-six (36) months after his departure from direct employment by the
Company, or while the Employee is otherwise subject to the terms and conditions
of this paragraph 13, he will not within the State of Alabama, or any other
state in which the Company or its subsidiaries conduct business, engage, either
directly or indirectly, in a business in competition with the business or
businesses carried on by the Company or any subsidiaries thereof during
Employee's employment by the Company, nor will he directly or indirectly render
any services to or solicit the banking business of any person or entity
(regardless of where located) to whom the Company or any of its subsidiaries
rendered service during his employment by the Company, nor will he directly or
indirectly employ or seek to employ any person who is employed by the Company or
any subsidiary of the Company, nor shall he induce any such person to leave
employment with the Company or any subsidiary of the Company. Notwithstanding
the provisions hereof, and without violating any provision of this Agreement,
the Employee and/or members of his immediate family may beneficially own
securities of The First National Bank of Ashford, Ashford, Alabama and/or
Barbour County Bank, Clayton, Alabama, and the Employee may serve as a member of
the Board of Directors (including any committee thereof) and may serve as an
officer or other employee of The First National Bank of Ashford, Ashford,
Alabama and/or Barbour County Bank, Clayton, Alabama. The provisions of this
paragraph 13 may be enforced by an injunction by any competent court enjoining
and restraining any violation hereof, including without limitation, a temporary
and permanent
 
 
                                       20
 
<PAGE>
 
injunction restraining Employee from the continuation of employment or the
rendering of services or any other act or violation of this paragraph 13.
 
         14.      This Agreement shall be binding upon the parties hereto, and
as to the Company, this Agreement shall be binding upon the successors and
assigns of the Company, including successors and assigns resulting from any
merger or reorganization of the Company, any sale of assets of the Company or
any other business combination involving the Company, and as to the Employee,
this Agreement (unless otherwise specified to the contrary) shall be binding
upon the heirs, executors, administrators and personal representatives of the
Employee.
 
         15.      This Agreement shall be governed by and construed in
accordance with the laws of the State of Alabama, except to the extent that the
General Corporation Law of the State of Delaware may be applicable to this
Agreement.
 
 
                                       21
 
<PAGE>
 
         IN WITNESS WHEREOF, the Company has hereunto caused its signature and
seal to be affixed to this Agreement and the Employee has hereunto set his hand
and seal, as of this the date first above written.
 
 
 
                                       SOUTHTRUST CORPORATION
 
 
 
                                       By: /s/ Charles Whitfield
                                          --------------------------------------
                                       Its: Sr Vice President
                                           -------------------------------------
 
ATTEST:
 
 
     /s/ Aubrey Barnard
----------------------------------
          Secretary
 
 
                                             /s/ Wallace D. Malone, Jr.
                                      ------------------------------------(L.S.)
                                                 Wallace D. Malone, Jr.
                                                       Employee
 
WITNESS:
 
 
 
-----------------------------------
 
 
                                       22
 
</TEXT>
</DOCUMENT>