<PAGE>
 
                          CHANGE OF CONTROL AGREEMENT


     THIS AGREEMENT entered into between CNB BANCSHARES, INC. (hereinafter
sometimes referred to as "Company") and JAMES R. DODD (hereinafter sometimes
referred to as "Executive"), this 10th day of December, 1993.

                                  WITNESSETH:

     WHEREAS:

     A.   Executive is an officer of Company and important to its management and
          to the well being of Company, its stockholders and customers.
     B.   Company desires to assure both itself and Executive of continuity of
          Company management and operations in the event of a change in control
          of Company.
     C.   Executive is willing to remain in the employ of Company following a
          change in control of Company upon the terms and conditions mutually
          agreed upon by Executive and Company as hereinafter set forth.

     NOW, THEREFORE, in order to achieve the aforesaid purposes it is hereby
agreed by and between the parties as follows:

     1.   OPERATION OF AGREEMENT
          ----------------------

               This Agreement shall be effective immediately upon its execution
          by the parties, but, anything in this Agreement to the contrary
          notwithstanding, neither the Agreement nor any provision of it shall
          be operative unless and until there has been a change in control of
          Company as defined in paragraph 2 below.  Upon the occurrence of a
          change in control of Company, this Agreement and all provisions
          thereof shall become operative immediately.

     2.   DEFINITIONS
          -----------

               The following words and phrases as used herein shall have the
          following meanings:
               "Cause" means any action or inaction that is materially contrary
          to the best interests of Company.
               "Change in Control" shall mean and shall be deemed to have
          occurred upon the happening of any one or more of the following:
          (a)  When any "person", as that term is used in Section 13(d) and
               14(d) (2) of the Securities Exchange Act of 1934, becomes a
               beneficial owner directly or indirectly of securities of the
               Company representing 20% or more of the combined voting power of
               the Company's then outstanding securities.

                                       1

<PAGE>
 
          (b)  When at any time less than fifty-one per cent (51%) of the
               members of the Board of Directors shall be persons who were
               either nominated for election by the Board of Directors as
               constituted on the date of this Agreement or were elected by said
               Board of Directors.
          (c)  Upon ownership by any corporation or group of associated persons
               (excluding affiliates of the Company itself), acting in concert,
               of any aggregate of more than 25% of the outstanding shares of
               voting stock of the Company coupled with or followed by the
               exercise of the voting power of such shares by the election of
               two (2) or more directors of the Company in any one election
               either at the instance of such corporation or group of associated
               persons acting in concert or by the management of the Company in
               a proxy solicitation.
               "Effective date" means the date of a change in control.
               "Term" means the period of time commencing on the "effective
          date" and terminating on July 31, 1998.

               "Employed in Same Capacity" means a) After "Effective Date and
          until July 31, 1998, Executive continues to perform the same or
          similar job duties as he performed immediately prior to the "Effective
          Date" and b) Executive can reasonably continue to reside in the same
          city of residence after the "Effective Date:, as he did immediately
          before the "Effective Date" and until July 31, 1998, and perform his
          job.

     3.   EXECUTIVE'S COMPENSATION DURING TERM
          ------------------------------------

               Executive shall be entitled to the following compensation from
          the Company throughout the "term".
 
          (a)  base salary at no less than that in effect immediately prior to
               the "Effective Date," but with adjustments subsequent to the
               "Effective Date" as may be made from time to time as warranted;
          (b)  continuing participation in any corporate compensation plans,
               pension plans, insurance, medical and hospitalization programs,
               employment contracts and any other employee benefit plans,
               practices or arrangements in effect immediately prior to the
               "Effective Date: and as same may be modified, supplemented or
               replaced without material reduction in value and benefits to
               Executive;
          (c)  all benefits contractually provided or agreed to be provided by
               Company to Executive pursuant to any contract or agreement
               entered into prior to "Effective Date."

                                       2

<PAGE>
 
          In the event of Executive's termination without cause after the
     "Effective Date" and before July 31, 1998, Executive shall receive twelve
     (12) months salary (payable in 12 equal monthly installments) at his then
     current salary or his salary immediately prior to the Effective Date,
     whichever is higher; in addition, Executive will receive benefits, as
     defined in Paragraph 3, for a twelve (12) month period, provided, however,
     that Executive will not receive this salary and benefits if he either (1)
     works in any capacity for another bank or bank holding company that
     competes with the Company at a location within a sixty (60) mile radius of
     Evansville, Indiana within a twelve (12) month period after termination
     without cause, or (2) works in any capacity for any bank or bank holding
     company outside of a sixty (60) mile radius of Evansville Indiana, and
     solicits trust department customers of the Company within a twelve (12)
     month period after termination without cause. The twelve (12) month period
     commences on the date of termination without cause.
          In the event Executive continues to be employed but not "employed
     in the same capacity" at any time after the "Effective Date: but before
     July 31, 1998, Executive, at his option, shall receive twelve (12) months
     salary (payable in 12 equal monthly installments) at his then current
     salary or his salary immediately prior to the Effective Date, whichever is
     higher; in addition, Executive will receive benefits, as defined in
     Paragraph 3, for a twelve (12) month period, provided, however, that
     Executive will not receive this salary and benefits if he either (1) works
     in any capacity for another bank or bank holding company that competes with
     the Company at a location within a sixty (60) mile radius of Evansville,
     Indiana within a twelve (12) month period after termination without cause,
     or (2) works in any capacity for any bank or bank holding company outside

                                       3

<PAGE>
 
          of a sixty (60) mile radius of Evansville Indiana, and solicits trust
          department customers of the Company within a twelve (12) month period
          after termination without cause. The twelve (12) month period
          commences on the date Executive is no longer "employed in the same
          capacity." Executive may waive his "employed in the same capacity"
          rights in writing. Further, if Executive intends to claim he is no
          longer "employed in the same capacity," he must provide ten (10) days
          notice, in writing, of the specific conduct which constitutes the
          alleged breach. Further, the Company shall have thirty (30) days in
          which to cure the alleged breach.

     4.   COVENANT NOT TO COMPETE
          -----------------------

               Executive agrees that, as Senior Vice-President and Executive
          Trust Officer, he will have access to confidential trust department
          information such as investment strategies, marketing plans, customer
          trust assets and information, and other confidential information such
          as overall marketing strategy and business plans for other Company
          departments. Executive also agrees that he has full access to trust
          department customer lists, will have a continuing relationship with
          trust department customers while discharging his responsibility for
          maintaining and developing trust department business, will be
          responsible for soliciting new customers, and participate in
          formulating company strategy and business plans for other company
          departments in his capacity as an officer. Executive therefore agrees
          for the consideration set out in Paragraph 3, and his employment, that
          after the Effective Date of this Agreement, he will not become an
          officer, director, or employee of any bank or bank holding company at
          any location within a sixty (60) mile radius of Evansville that
          competes with the Company, its subsidiaries or successors for a period
          of one (1) year after his termination with cause. Executive further
          agrees not to disclose confidential information to such competitor at
          any time.

     5.   BINDING EFFECT AND ASSIGNMENT
          -----------------------------

               This Agreement shall inure to the benefit of and shall be binding
          upon the parties hereto and their respective executors,
          administrators, heirs, personal representatives, successors and
          assigns but neither this Agreement nor any right hereunder may be
          assigned or transferred by either party hereto. Notwithstanding the
          foregoing, the Company shall assign this Agreement to any person or
          entity succeeding to substantially all of the business and assets of
          Company upon a "change in control" and upon such change in control
          Company shall obtain the assumption of this Agreement by any such
          successor.

     6.   NOTICES
          -------

               Any notice to a party required or permitted to be given hereunder
          shall be in writing and shall be deemed given when mailed by
          registered or certified mail to such party at such party's address as
          specified below:

                                       4

<PAGE>
 
               If to the Company, to:
                         CNB Bancshares, Inc.
                         Attention:  Corporate Secretary
                         20 N.W. Third Street
                         Evansville, Indiana 47739-0001
               If to Executive, to:
                         His last known address shown on the records of Company.

     7.   SEVERABILITY
          ------------

               If any term, provision, covenant or restriction of this Agreement
          is held by a court of competent jurisdiction to be invalid, void or
          unenforceable, the remainder of the terms, provisions, covenants and
          restrictions of this Agreement shall remain in full force and effect
          and shall in  no way be affected, impaired or invalidated.

     8.   AMENDMENTS
          ----------

               This Agreement may not be modified, amended, altered or
          supplemented except upon the execution and delivery of a written
          agreement executed by the parties hereto.

     9.   GOVERNING LAW
          -------------

               This Agreement shall be construed in accordance with the law of
          the State of Indiana.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
 
                                          CNB BANCSHARES, INC.

                                          By: /s/  John M. Oberhelman
                                              -----------------------------
                                          Title: Senior Vice President Human 
                                                 Resources

ATTEST:                                               "COMPANY" 

/s/  Kenneth J. Ellspermann              
--------------------------------         
Title:  Vice President Investment        
        Services                          James R. Dodd                      
                                          By:  /s/  James R. Dodd           
                                             ----------------------------  
                                                       "EXECUTIVE"           

                                       5