BancorpSouth, Inc. Change in Control Agreement

Exhibit 10(w)

BancorpSouth, Inc.
Change in Control Agreement

      This Agreement (“Agreement”) is entered into this 1st day of February, 2006, by and between BancorpSouth, Inc. (the “Company”) and L. Nash Allen, Jr. (“Employee”).

      Whereas, Employee is employed as Executive Vice President of the Company; and

      Whereas, the Company desires to provide certain severance payments to Employee in the event that Employee’s employment with the Company is terminated in connection with a change in control of the Company;

      Now, Therefore, based upon the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows

ARTICLE I. DEFINITIONS

     Terms used in this Agreement that are defined are indicated by initial capitalization of the term. References to an “Article” or a “Section” mean an article or a section of this Agreement. In addition to those terms that are specifically defined herein, the following terms are defined for purposes hereof:

     “ Administrator ” means a committee consisting of the Company’s chief executive officer, the secretary of the Company, the vice president of human resources, and any other individuals appointed by the chief executive officer. The Administrator may delegate any of its duties or authorities to any person or entity. If a Change in Control occurs, as described in this Agreement, the Administrator shall be the committee of individuals who were committee members immediately prior to the Change in Control.

     “ Benefit ” means the benefits described in Article II.

     “ Change in Control ” means a transaction or circumstance in which any of the following have occurred:

(a)

any “person” as such term is used in sections 13(d) and 14(d) of the Exchange Act, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlling the Company or owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 25% of the total voting power represented by the Company’s then outstanding Voting Securities (as defined below), or

(b)

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was

previously so approved, cease for any reason to constitute a majority thereof, or

(c)

the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities (i.e., any securities of the entity which vote generally in the election of its directors) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 65% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or

(d)

the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE II. CHANGE IN CONTROL TERMINATION PAYMENT

Section 2.1 Benefits on Termination.

     (a)  Amount. Subject to the conditions, limitations and adjustments that are provided for herein, the Company will provide Benefits to Employee the sum of the amounts described below if, within the 24 month period following a Change in Control, Employee’s employment with the Company terminates pursuant to Section 2.3 of this Agreement:

	(1)		An amount equal to the Employee’s annual base compensation determined by reference to his base salary in effect at the time of Change in Control.
	(2)		An amount equal to the highest annual bonus that Employee would be eligible to receive during the fiscal year ending during which the Change in Control occurs.
	(3)		For a period of 12 months, participation in medical, life, disability and similar benefit plans that are offered to similarly situated employees of the Company immediately prior to the applicable Change in Control for the Eligible Employee and his dependents. Such participation may be pursuant to the continuation coverage rights of Eligible Employees pursuant to Part 6 of Title I of ERISA (“COBRA”) or the Company may provide such benefits directly through the purchase of insurance or otherwise. Notwithstanding the foregoing, the period for participation in a self-funded medical plan pursuant to this paragraph 3 shall not exceed the maximum period of continuation coverage provided under COBRA. If benefits are provided pursuant to COBRA continuation rights, the Company shall pay a cash amount to the Eligible Employee at the time of severance that is sufficient to cover all premiums required for such COBRA coverage under the appropriate benefit plans.
	(4)		For a period of 12 months, participation in general and executive fringe benefits offered to similarly situated executive employees immediately prior to the applicable Change in Control, including,

but not limited to, auto allowance, financial planning, annual physical examination, and civic and country club dues.

     (b)  Adjustments to the Amount of Benefit. Notwithstanding anything herein to the contrary, the amounts due to Employee under Section 2.1 (a) shall be adjusted in accordance with Section 2.2 if any payment provided to Employee is determined to be subject to the excise tax described in section 4999 of the Code.

     (c)  Time for Payment; Interest. The cash Benefits payable made under this Section 2.1 shall be paid to Employee in a single lump sum within ten days following the date of termination. The Company’s obligation to pay to Employee any amounts under this Section 2.1 will bear interest at the lesser of (i) 10% or (ii) the maximum rate allowed by law until paid by the Company, and all accrued and unpaid interest will bear interest at the same rate, all of which interest will be compounded annually.

     (d)  Troubled Institution Limitation. All Benefit payments hereunder are subject to the limitations on golden parachute and indemnification payments set forth in 12 USC §1823(k), the regulations promulgated thereunder, and other law that prohibits payment of any portion of Benefits by the Company to Employee by the Company. To the extent possible, this limitation shall be applied by reducing only the portion of Benefits that exceed such legal limitation.

      2.2 Benefit Adjustments. Notwithstanding the amount of Benefits described in Section 2.l(a), Benefits shall be limited in the event that Employee would realize less income on the receipt of Benefits and other “change in control payments” (as defined in section 280G of the Code), net of taxes, after deducting the amount of excise taxes that would be imposed pursuant to section 4999 of the Code. In such an event, the Benefits payable hereunder shall be reduced so that Benefits received in combination with all other change in control payments to be received by Employee equal the maximum amount that does not result in the receipt of a “parachute payment” (as defined by section 280G(b)(2) of the Code) by Employee. This reduction shall not apply if the amount of Benefits and other change in control payments received by Employee exceed such reduced amount after deducting the excise tax that would be imposed pursuant to section 4999 of the Code.

      2.3 Termination of Employment. Employee shall only be entitled to the Benefits described in Section 2.1, as adjusted by Section 2.2, if Employee’s termination of employment is on account of termination by Company without cause or termination by Employee with cause, which are described as follows:

     (a)  By Company Without Cause. Termination of employment by the Company without cause shall occur if the Company provides oral or written notice to Employee of involuntary termination that is not on account of