0000701853-13-000003 Sample Contracts

BancorpSouth, Inc. Change in Control Agreement
Change in Control Agreement • February 25th, 2013 • Bancorpsouth Inc • State commercial banks • Mississippi

This Agreement ("Agreement") is entered into on November 27, 2012 by and among BancorpSouth, Inc., a Mississippi corporation (the “Company”), BancorpSouth Bank, a Mississippi-chartered bank (the “Bank”), and James D. Rollins III ("Executive"). The Company and the Bank are collectively referred to herein as “BancorpSouth.”

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BANCORPSOUTH, INC. LONG-TERM EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 25th, 2013 • Bancorpsouth Inc • State commercial banks • Mississippi

THIS AGREEMENT (the “Agreement”) is made and entered into effective as of the 27th day of November, 2012 (the “Grant Date”), by and between BancorpSouth, Inc. (the “Company”) and James D. Rollins III (the “Participant”), in connection with an award of Restricted Stock under the BancorpSouth, Inc. Long-Term Equity Incentive Plan, as amended (the “Plan”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 25th, 2013 • Bancorpsouth Inc • State commercial banks • Mississippi

This Employment Agreement (“Agreement”), dated as of November 27, 2012 (the “Effective Date”), is by and among BancorpSouth, Inc., a Mississippi corporation (the “Company”), BancorpSouth Bank, a Mississippi-chartered bank (the “Bank”), and James D. Rollins III (“Executive”). The Company and the Bank are collectively referred to herein as “BancorpSouth.”

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