EXHIBIT 10(h)
BANCORPSOUTH, INC.
DEFERRED COMPENSATION PLAN
I. Name and Purpose
The name of this plan is the BancorpSouth, Inc. Deferred
Compensation Plan (the "Plan"). Its purpose is to provide certain
employees of BancorpSouth, Inc. and its subsidiary companies
(BancorpSouth, Inc. and such subsidiaries are sometimes collectively
called the "Bank") with the opportunity to defer the receipt of
compensation otherwise payable to them as employees of the Bank.
II. Effective Date
The Plan shall be effective as of January 1, 1994.
III. Participants
The Bank shall designate the employees that shall be eligible
to participate in the Plan. Any Employee who elects to participate in
the Plan is hereinafter called a "Participant". The Bank will
establish for each Participant an unfunded deferred compensation
account, as specified in Section V.
IV. Election of Deferral
Each Participant shall be entitled to make an irrevocable
election (in the form of Exhibit A hereto), as specified in Section
VII, to defer receipt of a portion of the compensation otherwise
payable by the Bank to the Participant. Any such election for a
calendar year must be completed prior to January 1 of that year.
V. Deferred Compensation Accounts
A separate account shall be established and maintained for
each Participant, which account shall reflect the compensation
deferred pursuant hereto by such Participant and specified in the
applicable election form and all interest credited thereto from time
to time. Each Participant's account shall be credited with interest as
of June 30 and December 31 of each year. In the event that a
Participant's account balance is distributed on a date other than June
30 or December 31, his account shall be credited with interest thereon
from the immediately preceding June 30 or December 31 to the date of
distribution. No interest shall be credited to a Participant's account
after the complete distribution of such Participant's account balance.
Interest to be credited for any period shall be at a rate equal to the
yield as quoted for the last business day of each year in The Wall
Street Journal for the most recently issued U. S. Treasury Note with
an original maturity of 10 years. This interest rate will be
determined annually on January 1 and will remain in effect for the
entire calendar year. Interest credits shall be computed on the basis
of a 365-day year and credited on the average daily balance.
VI. Method of Distribution of Deferred Compensation
A Participant's deferred compensation plus any interest
credited thereon shall be payable in a series of substantially equal
monthly payments commencing on the first day of the month coincident
with or next following the later of (i) the earliest date that the
Participant could elect to begin receiving a retirement income under
the terms of the BancorpSouth, Inc. Retirement Plan, and (ii) the
Participant's termination of employment. Said payments shall continue
for a period of ten years or such other period determined by the Bank
in its discretion.
No distribution of a Participant's deferred compensation or
any interest credited thereon may be made except as provided in this
Section VI.
VII. Manner of Electing Deferral
A Participant may elect to defer compensation by giving
written notice to the Bank. Such notice must be received by the Bank
prior to January 1 of the year for which the deferral is elected, must
be in the form of Exhibit A hereto and set forth the Participant's
irrevocable election as to the amount of compensation to be deferred.
VIII. Distribution Upon Death
If any Participant dies before receiving all amounts credited
to his account, the unpaid amounts in the Participant's account shall
be paid to the Participant's surviving spouse, or if the Participant
has no surviving spouse, to the Participant's estate, with payments to
be made for the period elected by the Participant. Notwithstanding the
foregoing, if a Participant's spouse fails to survive the Participant
by at least ten (10) days, that spouse shall be deemed to have
predeceased the Participant for purposes hereof.
IX. Benefit Plans
The amount of each Participant's compensation which he elects
to defer under the Plan shall not be deemed to be compensation for the
purpose of calculating the amount of a Participant's benefits or
contributions under any plan qualified under Section 401(a) of the
Internal Revenue Code, the amount of life insurance payable under any
life insurance plan established or maintained by the Bank, or the
amount of any disability benefit payments payable under any disability
plan established or maintained by the bank, except to the extent
specifically provided in any such plan.
X. Participant's Rights
Establishment of the Plan shall not be construed as giving
any Participant the right to be retained in the Bank's service or
employ or the right to receive any benefits not specifically provided
by the Plan. A Participant shall not have any interest in the
compensation deferred or interest credited to his account until such
account is distributed in accordance with the Plan. All deferred
compensation held for the account of a Participant under the Plan
shall remain the sole property of the Bank, subject to the claims of
its general creditors and available for its use for whatever purposes
desired. With respect to amounts deferred or otherwise held for the
account of a Participant, the Participant is merely a general creditor
of the Bank; and the obligation of the Bank hereunder is purely
contractual and shall not be funded or secured in any way.
XI. Non-alienability and Non-transferability
The rights of a Participant to the payment of deferred
compensation as provided in the Plan shall not be assigned,
transferred, pledged or encumbered or be subject in any manner to
alienation or anticipation. No Participant may borrow against his
account. No account shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution or levy of any kind, whether voluntary or
involuntary, including but not limited to any liability which is for
alimony or other payment for the support of a spouse or former spouse,
or for any other relative of any Participant.
XII. Administration
The Administrator of this Plan shall be the Board of
Directors of BancorpSouth, Inc. except as otherwise determined by such
Board of Directors. Such Board of Directors shall have the authority
to adopt rules and regulations for carrying out the Plan and to
interpret, construe and implement the provisions hereof. Any decision
or interpretation of any provision of the Plan adopted by such board
shall be final and conclusive. A Participant who is also a member of
the Board of Directors shall not participate in any
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decision involving any request made by him or relating in any way
solely to his rights, duties and obligations as a Participant under
the Plan.
XIII. Amendment and Termination
The Plan may, at any time or from time to time, be amended,
modified or terminated by the Board of Directors of BancorpSouth, Inc.
However, no amendment, modification or termination of the Plan shall,
without the consent of a Participant, adversely affect such
Participant's rights with respect to amounts then accrued in his
account.
XIV. General Provisions
(A) Controlling Law. Except to the extent superseded by federal
law, the laws of the State of Mississippi shall be
controlling in all matters relating to the Plan, including
construction and performance hereof.
(B) Captions. The captions of Sections and paragraphs of this
Plan are for convenience of reference only and shall not
control or affect the meaning or construction of any of its
provisions.
(C) Facility of Payment. Any amounts payable hereunder to any
person who is under legal disability or who, in the judgment
of the Board of Directors of BancorpSouth, Inc., is unable to
properly manage his financial affairs may be paid to the
legal representative of such person or may be applied for the
benefit of such person in any manner which the Board of
Directors may select, and any such payment shall be deemed to
be payment of such person's account and shall be a complete
discharge of all liability of the Bank with respect to the
amount so paid.
(D) Withholding Payroll Taxes. To the extent required by the laws
in effect at the time compensation or deferred compensation
payments are made, the Bank shall withhold from such
compensation, or from deferred compensation payments made
hereunder, any taxes required to be withheld for federal,
state or local government purposes.
(E) Administrative Expenses. All expense of administering the
Plan shall be borne by the Bank and no part thereof shall be
charged against any Participant's account or any amounts
distributable hereunder.
(F) Any provision of this Plan prohibited by the law of any
jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition without invalidating the
remaining provision hereof.
(G) Except as otherwise expressly provided herein, no member of
the Board of Directors of BancorpSouth, Inc. and no officer,
employee, or agent of the Bank, shall have any liability to
any person, firm or corporation based on or arising out of
the Plan except in the case of gross negligence or fraud.
XV. Unfunded Status of the Plan
Any and all payments made to the Participant pursuant to the
Plan shall be made only from the general assets of the Bank. All
accounts under the Plan shall be for bookkeeping purposes only and
shall not represent a claim against specific assets of the Bank.
Nothing contained in this Plan shall be deemed to create a trust of
any kind or create any fiduciary relationship.
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IN WITNESS WHEREOF, BancorpSouth, Inc. has caused this Plan
to be executed this 23rd day of November, 1993.
BANCORPSOUTH, INC.
By /s/ Aubrey B. Patterson
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Chairman and Chief Executive Officer
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EXHIBIT A
NOTICE OF ELECTION
To: The Secretary of BancorpSouth, Inc.
In accordance with the provisions of the BancorpSouth, Inc. Deferred
Compensation Plan, I hereby elect to defer the portion of my compensation
specified below that would otherwise be payable to me for services as an
employee of BancorpSouth, Inc. or its subsidiaries for the period beginning
January 1, ______ and ending December 31, _____.
Deferral Election
___% of compensation otherwise payable to me for the above period.
or
$ __________
All payments will be made in the manner specified in the Plan.
This election is irrevocable and is subject to the terms of the Plan, a copy of
which has been given to me.
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Employee Date
Received on behalf of BancorpSouth, Inc.
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Secretary Date
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