EXHIBIT 10.3
                         BancorpSouth, Inc.
                     Change in Control Agreement

This Agreement ("Agreement") is entered into this 1st day of February,  
1999, by and between BancorpSouth, Inc. (the "Company") and Harry Baxter 
("Employee").

W I T N E S S E T H:

     Whereas, Employee is employed as the Vice Chairman 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 200% of 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 200% of 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 24 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 of 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 24 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. 

     (a)  Gross Up Payment.  Anything in this Agreement to the contrary 
          notwithstanding, in the event it shall be determined that any payment 
          or distribution by or on behalf of the Company to or for the benefit 
          of Employee as a result of a "change in control," as defined in 
          section 280G of the Code, whether paid or payable or distributed or 
          distributable pursuant to the terms of this Agreement or otherwise, 
          but determined without regard to any additional payments required 
          under this Section, (a "Payment") would be subject to the excise tax 
          imposed by section 4999 of the Code or any interest or penalties are 
          incurred by Employee 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 Employee shall be 
          entitled to receive an additional payment (a "Gross-Up Payment") in 
          an amount such that after payment by Employee of all taxes (including 
          any interest or penalties imposed with respect to such taxes), 
          including, without limitation, any income taxes (and any interest and 
          penalties imposed with respect thereto) and Excise Tax imposed upon 
          the Gross-Up Payment, Employee retains an amount of the Gross-Up 
          Payment equal to the Excise Tax imposed upon the Payments.

     (b)  Tax Opinion. Subject to the provisions of Section 2.2(c), all 
          determinations required to be made under this Section 2.2, including 
          whether and when a Gross-Up Payment is required and the amount of 
          such Gross-Up Payment and the assumptions to be utilized in arriving 
          at such determination, shall be made by a nationally recognized 
          accounting firm or law firm selected by the Company (the "Tax Firm");
          provided, however, that the Tax Firm shall not determine that no 
          Excise Tax is payable by Employee unless it delivers to Employee a 
          written opinion (the "Tax Opinion") that failure to pay the Excise Tax
          and to report the Excise Tax and the payments potentially subject 
          thereto on or with Employee's applicable federal income tax return 
          will not result in the imposition of an accuracy-related or other 
          penalty on Employee.  All fees and expenses of the Tax Firm shall be 
          borne solely by the Company.  Within 15 business days of the receipt 
          of notice from Employee that there has been a Payment, or such earlier
          time as is requested by the Company, the Tax Firm shall make all 
          determinations required under this Section, shall provide to the 
          Company and Employee a written report setting forth such 
          determinations, together with detailed supporting calculations, and, 
          if the Tax Firm determines that no Excise Tax is payable, shall 
          deliver the Tax Opinion to Employee.  Any Gross-Up Payment, as 
          determined pursuant to this Section, shall be paid by the Company to 
          Employee within fifteen days of the receipt of the Tax Firm's 
          determination.  Subject to the remainder of this Section 2.2, any 
          determination by the Tax Firm shall be binding upon the Company and 
          Employee; provided, however, that Employee shall only be bound to the 
          extent that the determinations of the Tax Firm hereunder, including 
          the determinations made in the Tax Opinion, are reasonable and 
          reasonably supported by applicable law.  As a result of the 
          uncertainty in the application of section 4999 of the Code at the 
          time of the initial determination by the Tax Firm hereunder, it is 
          possible that Gross-Up Payments 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 it is 
          ultimately determined in accordance with the procedures set forth in 
          Section 2.2(c) that Employee is required to make a payment of any 
          Excise Tax, the Tax Firm shall reasonably 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 Employee.  In 
          determining the reasonableness of Tax Firm's determinations 
          hereunder, and the effect thereof, Employee shall be provided a 
          reasonable opportunity to review such determinations with Tax Firm 
          and Employee's tax counsel.  Tax Firm's determinations hereunder, 
          and the Tax Opinion, shall not be deemed reasonable until Employee's 
          reasonable objections and comments thereto have been satisfactorily 
          accommodated by Tax Firm.  

     (c)  Notice of IRS Claim.  Employee shall notify the Company in writing 
          of any claims by the Internal Revenue Service that, if successful, 
          would require the payment of the Company of the Gross-Up Payment.  
          Such notification shall be given as soon as practicable but no later 
          than 30 calendar days after Employee actually receives notice in 
          writing of such claim and shall apprise the Company of the nature of 
          such claim and the date on which such claim is requested to be paid; 
          provided, however, that the failure of Employee to notify the Company
          of such claim (or to provide any required information with respect 
          thereto) shall not affect any rights granted to Employee under this 
          Section 2.2 except to the extent that the Company is materially 
          prejudiced in the defense of such claim as a direct result of such 
          failure.  Employee shall not pay such claim prior to the expiration 
          of the 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 Employee in writing prior to the expiration of such period 
          that it desires to contest such claim, Employee shall do all of 
          the following:

     (1)  give the Company any information reasonably requested by the 
          Company relating to such claim; 

     (2)  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 selected by the Company and 
          reasonably acceptable to Employee;

     (3)  cooperate with the Company in good faith in order effectively to 
          contest such claim;

     (4)  if the Company elects not to assume and control the defense of 
          such claim, permit the Company to participate in any proceedings 
          relating to such claim;

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 Employee harmless, on an after-
tax basis, for any Excise Tax or income tax (including interest and penalties 
with respect thereto) imposed as a result of such representation and payment 
of costs and expenses.  Without limiting the foregoing provisions of this 
Section 2.2, the Company shall have the right, at its sole option, to assume 
the defense of and control all proceedings in connection with such contest, in 
which case it may pursue or forego any and all administrative appeals, 
proceedings, hearings and conferences with the taxing authority in respect of 
such claim and may either direct Employee to pay the tax claimed and sue for a 
refund or contest the claim in any permissible manner, and Employee agrees to 
prosecute such contest to a determination before any administrative tribunal, 
in a court of initial jurisdiction and in one or more appellate courts, as the 
Company shall determine, provided, however, that if the Company directs 
Employee to pay such claim and sue for a refund, the Company shall advance the 
amount of such payment to Employee, on an interest-free basis and shall 
indemnify and hold 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 
Employee with respect to which such contested amount is claimed to be due is 
limited solely to such contested amount.  Furthermore, the Company's right to 
assume the defense of and control the contest shall be limited to issues with 
respect to which a Gross-Up Payment would be payable hereunder and 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.

     (d)  Right to Tax Refund.  If, after the receipt by Employee of an 
amount advanced by the Company pursuant to Section 2.2 Employee becomes 
entitled to receive any refund with respect to such claim, Employee shall 
(subject to the Company's complying with the requirements of Section 2.2(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 Employee of an amount advanced by the Company pursuant to 
Section 2.2(c), a determination is made that Employee is not entitled to a 
refund with respect to such claim and the Company does not notify Employee in 
writing of its intent to contest such denial of refund prior to the expiration 
of 30 days after such determination, then such advance shall, to the extent of 
such denial, be forgiven and shall not be required to be repaid and the amount 
of forgiven advance shall offset, to the extent thereof, the amount of Gross-
Up Payment required to be paid.

     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 just 
cause. For this purpose, termination for "just cause" will only occur upon 
written notice to Employee that employment is involuntarily terminated due to 
any of the following:

     (1)  conviction of Employee for a crime involving fraud, dishonesty or 
          theft, or of any felony which, in the reasonable judgment of the 
          Board, materially affects Employee's ability to perform his duties 
          pursuant to this Agreement;

     (2)  commission by Employee of an act of fraud, embezzlement, or 
          material dishonesty against the Company or its affiliates; or

     (3)  intentional neglect of or material inattention to Employee's 
          duties, which neglect or inattention remains uncorrected for more 
          than 30 days following written notice from the Board detailing the 
          Board's concern.

     (b)  By Employee With Cause. Termination of employment by Employee with 
cause shall occur if Employee terminates employment for any of the following 
reasons:

     (1)  A material adverse alteration in Employee's position, 
          responsibilities or status from that which was in effect 
          immediately prior to a Change in Control.

     (2)  A reduction in Employee's compensation as in effect immediately 
          prior to the Change in Control, or a substantial reduction in the 
          benefits provided to Employee prior to the Change in Control.

     (3)  Relocation of Employee by the Company to a location that is more 
          than 35 miles from the Employee's current workplace.

     (4)  The material breach of the Company of any portion of its 
          employment policies and/or any employment agreement with Employee.

Provided, however, that 180 days after Employee begins performing duties 
pursuant to a position that was offered by the Company (or its successor) 
following a Change in Control and that would have otherwise resulted in the 
occurrence of the events described in this Section 2.3(b), the occurrence of 
the events described in this Section 2.3(b) shall be determined by reference 
to the position as it was accepted by Employee following the Change in 
Control.

                      ARTICLE III. ADMINISTRATION

     Section 3.1.  The provisions of this Agreement are intended to provide 
severance benefits and protection to Employee. The Administrator has absolute 
discretion to interpret the terms of this Agreement and to make all 
determinations required in the administration hereof, including making 
determinations about eligibility for and the amounts of Benefits. All 
decisions of the Administrator are final, binding and conclusive on all 
parties.

     Section 3.2. Benefits can only be denied or forfeited if Employee does 
not satisfy the conditions for receiving payment that are described herein or 
if the Company validly amends the Agreement as described in Section 4.4.

     Section 3.3. If Employee's claim for Benefits is denied, the 
Administrator will furnish written notice of denial to Employee within 90 days 
of the date the claim is received, unless special circumstances require an 
extension of time for processing the claim. This extension will not exceed 90 
days, and Employee must receive written notice stating the grounds for the 
extension and the length of the extension within the initial 90-day review 
period. If the Administrator does not provide written notice, Employee may 
deem the claim denied and seek review according to the appeals procedures set 
forth below.

     (a) Notice of Denial. The notice of denial to the Claimant shall state:

     (1)  The specific reasons for the denial.

     (2)  Specific references to pertinent provisions of the Agreement on 
          which the denial was based.

     (3)  A description of any additional material or information needed for 
          Employee to perfect his claim and an explanation of why the 
          material or information is needed.

     (4)  A statement that Employee may request a review upon written 
          application to the Administrator, review pertinent documents, and 
          submit issues and comments in writing and that any appeal that 
          Employee wishes to make of the adverse determination must be in 
          writing to the Administrator within 60 days after Employee 
          receives notice of denial of benefits.

     (5)  The name and address of the Administrator to which Employee may 
          forward an appeal. The notice may state that failure to appeal the 
          action to the Administrator in writing within the 60-day period 
          will render the determination final, binding and conclusive.

     (b)  Appeals Procedure. If Employee appeals to the Administrator, 
Employee or his authorized representative may submit in writing whatever 
issues and comments he believes to be pertinent. The Administrator shall 
reexamine all facts related to the appeal and make a final determination of 
whether the denial of benefits is justified under the circumstances. The 
Administrator shall advise Employee in writing of:

     (1)  The Administrator's decision on appeal.

     (2)  The specific reasons for the decision.

     (3)  The specific provisions of the Agreement on which the decision is 
          based.

Notice of the Administrator's decision shall be given within 60 days of the 
Claimant's written request for review, unless additional time is required due 
to special circumstances. In no event shall the Administrator render a 
decision on an appeal later than 120 days after receiving a request for a 
review.

                      ARTICLE IV. GENERAL TERMS

     Section 4.1 Notices. All notices and other communications hereunder 
will be in writing or by written telecommunication, and will be deemed to have 
been duly given if delivered personally or if sent by overnight courier or by 
written telecommunication, to the relevant address set forth below, or to such 
other address as the recipient of such notice or communication will have 
specified to the other party hereto in accordance with this Section:

     If to the Company to:

     BancorpSouth, Inc.
     Personnel Director
     P. O. Box 789
     Tupelo, MS  38802

     If to Employee, to:

     Harry Baxter
     BancorpSouth, Inc.
     P. O. Box 789
     Tupelo, MS  38802

     Section 4.2 Withholding; No Offset. All payments required to be made by 
the Company under this Agreement to Employee will be subject to the 
withholding of such amounts, if any, relating to federal, state and local 
taxes as may be required by law. No payment under this Agreement will be 
subject to offset or reduction attributable to any amount Employee may owe to 
the Company or any other person, except as required by law.

     Section 4.3 Entire Agreement; Modification. This Agreement and its 
Attachments constitute the complete and entire agreement between the parties 
with respect to the subject matter hereof and supersedes all prior agreements 
between the parties. The parties have executed this Agreement based upon the 
express terms and provisions set forth herein and have not relied on any 
communications or representations, oral or written, which are not set forth in 
this Agreement.

     Section 4.4 Amendment. This Agreement may not be modified by an 
subsequent agreement unless the modifying agreement: (i) is in writing; (ii) 
contains an express provision referencing this Agreement; (iii) is signed and 
executed on behalf of the Company by an officer of the Company other than 
Employee; and (iv) is signed by Employee.

     Section 4.5 Choice of Law. This Agreement and the performance hereof 
will be construed and governed in accordance with the laws of the State of 
Mississippi, without regard to its choice of law principles, except to the 
extent that federal law controls or preempts state law.

     Section 4.6 Successors and Assigns. The obligations, duties and 
responsibilities of Employee under this Agreement are personal and shall not 
be assignable. In the event of Employee's death or disability, this Agreement 
shall be enforceable by Employee's estate, executors or legal representatives. 
The obligations, duties and responsibilities of Company hereunder shall be 
binding upon any successor of the Company (whether through a transaction 
described as a Change in Control or otherwise).

     Section 4.7 Waiver of Provisions. Any waiver of any terms and 
conditions hereof must be in writing and signed by the parties hereto. The 
waiver of any of the terms and conditions of this Agreement shall not be 
construed as a waiver of any subsequent breach of the same or any other terms 
and conditions hereof.

     Section 4.8 Severability. The provisions of this Agreement and the 
amount of Benefits payable hereunder shall be deemed severable, and if any 
portion shall be held invalid, illegal or enforceable for any reason, the 
remainder of this Agreement and/or Benefit payment shall be effective and 
binding upon the parties.

     Section 4.9 Counterparts. This Agreement may be executed in multiple 
counterparts, each of which will be deemed an original, and all of which 
together will constitute one and the same instrument.

                 ARTICLE V. ERISA RIGHTS AND INFORMATION

The parties acknowledge that the following information is provided to Employee 
hereunder in connection with Employee's rights as a welfare plan participant 
under ERISA. The terms "you" and "yours" refer to Employee.

As a participant in a welfare plan maintained by the Company, you are entitled 
to certain rights and protections under ERISA. ERISA provides that all plan 
participants shall be entitled to:

   Examine, without charge, at the Administrator's office and at other 
specified locations, all plan documents, including insurance contracts, and 
copies of all documents filed by the plan with the U.S. Department of 
Labor, such as detailed annual reports and plan descriptions.

   Obtain copies of all plan documents and other plan information upon written 
request to the Administrator. The Administrator may make a reasonable 
charge for the copies.

   Receive a summary of the plan's annual financial report. The Administrator 
is required by law to furnish each participant with a copy of this summary 
annual report.

In addition to creating rights for plan participants, ERISA imposes duties 
upon the people who are responsible for the operation of the employee benefit 
plan. The people who operate your plan, called "fiduciaries" of the plan, have 
a duty to do so prudently and in the interest of you and other plan 
participants and beneficiaries. No one, including the Company or any other 
person, may fire you or otherwise discriminate against you in any way to 
prevent you from obtaining a benefit under this plan or from exercising your 
rights under ERISA.

If a claim for a Benefit is denied in whole or in part, you must receive a 
written explanation of the reason for the denial. You have the right to have 
the Administrator review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For 
instance, if you request materials from the plan and do not receive them 
within 30 days, you may file suit in a federal court. In such a case, the 
court may require the Administrator to provide the materials and pay you up to 
$100 a day until you receive the materials, unless the materials were not sent 
because of reasons beyond the control of the Administrator.

If you have a claim for benefits that is denied or ignored, in whole or in 
part, you may file suit in a state or federal court. If it should happen that 
plan fiduciaries misuse the plan's money or if you are discriminated against 
for asserting your rights, you may seek assistance from the U.S. Department of 
Labor or you may file suit in a federal court. The court will decide who 
should pay court costs and fees. If you lose, the court may order you to pay 
these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about your plan, you should contact the 
Administrator. If you have any questions about this statement or about your 
rights under ERISA, you should contact the nearest Area Office of the U.S. 
Labor-Management Services Administration, Department of Labor.


                       Summary of ERISA Information

Name of Plan:  BancorpSouth, Inc. Change in Control Plan

Name and Address of the Company:

          BancorpSouth, Inc.
          One Mississippi Plaza
          Tupelo, MS 38801

Who Pays for the Plan: The cost of the plan is paid entirely by the Company.

The Company's Employer Identification No.: 64-0659571

Plan Number: 520

Plan Year: January 1 to December 31

Plan Administrator, Name, Address and Telephone No.

          Administrator of the BancorpSouth, Inc. Change in Control plan 
          c/o Cathy Freeman 
          BancorpSouth, Inc. 
          One Mississippi Plaza 
          Tupelo, MS 38801 
          (601) 680-2084

Agent for Service of Legal Process on the Plan: Chief executive officer or 
Administrator.

Benefits are paid out of the general assets of the Company. The Company may, 
in its discretion establish a "grantor trust" to fund the payment of Benefits. 
Otherwise, this plan does not give you any rights to any particular assets of 
the Company. Cash amounts paid under a severance plan are generally considered 
taxable income to the recipient.


     IN WITNESS WHEREOF, Company and Employee have caused this Agreement to 
be executed on the day and year indicated below to be effective on the day and 
year first written above.

Employee


- ----------------------------------          ------------------------------------
Harry Baxter                                Date

COMPANY:


BancorpSouth, Inc.

By: ------------------------------          ------------------------------------
                                   (Date)
Its: _____________________________