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BANCORPSOUTH, INC.
AMENDMENT TO CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT to the Change
in Control Agreement (the “Agreement”) between
(“Employee”) and BancorpSouth, Inc. (the
“Company”) dated
(the “Agreement”) is made on this
day of
.
WHEREAS,
Employee serves as the
of the Company and the parties desire to amend the Agreement in
order to comply with regulations issued under Section 409A of
the Internal Revenue Code of 1986;
NOW,
THEREFORE, the Agreement is hereby amended effective
:
I. A new
Section 2.2(e) is added to the Agreement as
follows:
(e)
Timing of Gross Up Payment. Any Gross-Up Payment hereunder
shall be paid within ten days of the date that it is determined
that such payment is due to Employee.
II. A new
Section 2.4 is added to the Agreement as
follows:
(a) Delay
of Deferred Compensation Payments. It is intended that each
installment of the payments and benefits provided for in this
Agreement is a separate “payment” for purposes of
Treasury Regulation Section 1.409A-2(b)(2)(i). For the
avoidance of doubt, it is intended that payments of the amounts set
forth in this Agreement satisfy, to the greatest extent possible,
the exemptions from the application of Section 409A of the
Internal R
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