0001193125-17-301158 Sample Contracts

RETIREMENT AND CONSULTING AGREEMENT
Retirement and Consulting Agreement • October 2nd, 2017 • Bancorpsouth Inc • State commercial banks • Mississippi

This RETIREMENT AND CONSULTING AGREEMENT (the “Agreement”) is entered into on September 26, 2017, by and between BancorpSouth, Inc., a Mississippi corporation (the “Company”), BancorpSouth Bank, a Mississippi chartered bank (the “Bank”), and James R. Hodges, a resident of Mississippi (“Executive”). The Company and the Bank are collectively referred to herein as “BancorpSouth.”

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AMENDMENT TO BANCORPSOUTH, INC. LONG-TERM EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTS
Restricted Stock Agreements • October 2nd, 2017 • Bancorpsouth Inc • State commercial banks

THIS AMENDMENT amends the agreements listed herein between BancorpSouth, Inc. (the “Company”) and James R. Hodges (the “Participant”) in connection with certain awards made under the BancorpSouth, Inc. Long-Term Equity Incentive Plan (the “Plan”). Certain capitalized terms used in this Amendment have the same meaning as the definitions of such terms that are provided in the Plan, except as otherwise provided herein.

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