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                                                                    EXHIBIT 10.5


                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1996, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and Howard
L. McMillan, Jr. of 1200 Meadowbrook Road, Jackson, Mississippi 39110
("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.





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         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1996, and shall continue in effect through December 31, 1996.  However,
commencing on December 31, 1996, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given notice
that it does not wish to extend this Agreement.  If a change in control of the
Corporation shall have occurred during the original or any extended term of
this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of





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2 consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of the period constitute the Board
and any new director (other than a director designated by a person who has
entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the combined voting power of
the voting securities of the Corporation or such surviving entity outstanding
immediately after the merger or consolidation, or the stockholders of the
Corporation approve a plan of complete liquidation of the Corporation or an
agreement for the sale or disposition by the Corporation of all or
substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given





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Employee has not returned to the full-time performance of Employee's duties,
Employee's employment may be terminated for "inability to perform the essential
functions of his employment." Termination by the Corporation or by Employee of
Employee's employment based on "Retirement" shall mean termination in
accordance with the Corporation's retirement policy, including early
retirement, generally applicable to its salaried employees or in accordance
with any retirement arrangement established with Employee's consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an opportunity for Employee, together with
Employee's counsel, to be heard before the Board), finding that in the good
faith opinion of the board Employee was guilty of conduct set forth above in
either clause (A) or (B) of the first sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:





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                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his participation relative to other
         participants, as existed at the time of the change in control;





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                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.





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                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant to
Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a





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period of disability he shall be entitled to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay Employee his full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given, plus all other amounts and benefits to which Employee is
entitled under any compensation plan of the Corporation at the time the
payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the





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         "Severance Payments") equal to three (3) times the Employee's annual
         base salary in effect immediately prior to the occurrence of the
         circumstance giving rise to the Notice of Termination, plus three (3)
         times the Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).





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                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by Employee to the
Corporation, or otherwise except as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the





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Corporation's Retirement Savings Plan, its Retirement Income Plan, the
Executives' Deferred Income Plan and any other plan or agreement relating to
retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.





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         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notices to the Corporation shall be directed to
the attention of the Board with a copy to the Secretary of the Corporation, or
to such other address as either party may have furnished to the other in
writing in accordance with this Agreement, except that notice of a change of
address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an





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original but all of which together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of
         thirty (30) days from the date one par1TYfirst notifies in writing
         another of the claim(s) giving rise to the Dispute, then upon written
         notice by either party to the other, the Dispute shall be submitted
         to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the





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         "Rules").  The situs of the arbitration shall be Jackson, Mississippi
         unless otherwise mutually agreed by the parties.  The arbitration
         shall be expedited such that, unless the parties otherwise agree or
         unless necessary to allow the parties to gather and exchange
         appropriate documentary or other evidence or information, (a) the
         panel shall be selected within 30 days following the filing of the
         Notice of Claim with AAA, (b) the hearing shall commence within 45
         days following the filing of the Notice of Claim, (c) the hearing
         shall be continued as expeditiously as possible until concluded and
         (d) the award shall be rendered within 10 days following the
         conclusion of the hearing.  If the claim or controversy arising from
         this Agreement is greater than Five Hundred Thousand Dollars
         ($500,000) either party hereto shall have the right to proceed
         judicially and shall not be required to arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.

                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert





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<PAGE>   15
         witness) fees and expenses and attorneys' fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.


                                           DEPOSIT GUARANTY CORP.


                                           By:
                                              ---------------------------------

                                           Title:
                                                 ------------------------------





                                           ------------------------------------
                                           HOWARD L. MCMILLAN, JR.





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<PAGE>   16

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and Steven
C. Walker of 8343 East Wilderness Way, Shreveport, Louisiana  71106
("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given





<PAGE>   17
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of 2 consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of the period constitute
the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted





                                      -2-
<PAGE>   18
into voting securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after the merger or consolidation, or
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given Employee has not returned to the full-time performance of
Employee's duties, Employee's employment may be terminated for "inability to
perform the essential functions of his employment." Termination by the
Corporation or by Employee of Employee's employment based on "Retirement" shall
mean termination in accordance with the Corporation's retirement policy,
including early retirement, generally applicable to its salaried employees or
in accordance with any retirement arrangement established with Employee's
consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an





                                      -3-
<PAGE>   19
opportunity for Employee, together with Employee's counsel, to be heard before
the Board), finding that in the good faith opinion of the board Employee was
guilty of conduct set forth above in either clause (A) or (B) of the first
sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his





                                      -4-
<PAGE>   20
         participation relative to other participants, as existed at the time
         of the change in control;

                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.

                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant





                                      -5-
<PAGE>   21
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a period of disability he shall be entitled
to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay





                                      -6-
<PAGE>   22
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the "Severance
         Payments") equal to three (3) times the Employee's annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination , plus three (3) times the
         Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day





                                      -7-
<PAGE>   23
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).

                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any





                                      -8-
<PAGE>   24
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the Corporation's Retirement Savings Plan, its
Retirement Income Plan, the Executives' Deferred Income Plan and any other plan
or agreement relating to retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return





                                      -9-
<PAGE>   25
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Corporation, or to such other address as either party may have
furnished to the other in writing in accordance with this Agreement, except
that notice of a change of address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first





                                      -10-
<PAGE>   26
         notifies in writing another of the claim(s) giving rise to the
         Dispute, then upon written notice by either party to the other, the
         Dispute shall be submitted to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.





                                      -11-
<PAGE>   27
                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        STEVEN C. WALKER





                                      -12-
<PAGE>   28

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and
William R. Boone of 4307 Regency Court, Jackson, Mississippi 39211
("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given





<PAGE>   29
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of 2 consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of the period constitute
the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted





                                      -2-
<PAGE>   30
into voting securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after the merger or consolidation, or
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given Employee has not returned to the full-time performance of
Employee's duties, Employee's employment may be terminated for "inability to
perform the essential functions of his employment." Termination by the
Corporation or by Employee of Employee's employment based on "Retirement" shall
mean termination in accordance with the Corporation's retirement policy,
including early retirement, generally applicable to its salaried employees or
in accordance with any retirement arrangement established with Employee's
consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an





                                      -3-
<PAGE>   31
opportunity for Employee, together with Employee's counsel, to be heard before
the Board), finding that in the good faith opinion of the board Employee was
guilty of conduct set forth above in either clause (A) or (B) of the first
sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his





                                      -4-
<PAGE>   32
         participation relative to other participants, as existed at the time
         of the change in control;

                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.

                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant





                                      -5-
<PAGE>   33
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a period of disability he shall be entitled
to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay





                                      -6-
<PAGE>   34
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the "Severance
         Payments") equal to three (3) times the Employee's annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination , plus three (3) times the
         Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day





                                      -7-
<PAGE>   35
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).

                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any





                                      -8-
<PAGE>   36
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the Corporation's Retirement Savings Plan, its
Retirement Income Plan, the Executives' Deferred Income Plan and any other plan
or agreement relating to retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return





                                      -9-
<PAGE>   37
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Corporation, or to such other address as either party may have
furnished to the other in writing in accordance with this Agreement, except
that notice of a change of address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first





                                      -10-
<PAGE>   38
         notifies in writing another of the claim(s) giving rise to the
         Dispute, then upon written notice by either party to the other, the
         Dispute shall be submitted to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.





                                      -11-
<PAGE>   39
                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        WILLIAM R. BOONE





                                      -12-
<PAGE>   40

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and
Thomas M. Hontzas of 3853 Sleepy Hollow, Jackson, Mississippi 39211
("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given





<PAGE>   41
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of 2 consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of the period constitute
the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted





                                      -2-
<PAGE>   42
into voting securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after the merger or consolidation, or
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given Employee has not returned to the full-time performance of
Employee's duties, Employee's employment may be terminated for "inability to
perform the essential functions of his employment." Termination by the
Corporation or by Employee of Employee's employment based on "Retirement" shall
mean termination in accordance with the Corporation's retirement policy,
including early retirement, generally applicable to its salaried employees or
in accordance with any retirement arrangement established with Employee's
consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an





                                      -3-
<PAGE>   43
opportunity for Employee, together with Employee's counsel, to be heard before
the Board), finding that in the good faith opinion of the board Employee was
guilty of conduct set forth above in either clause (A) or (B) of the first
sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his





                                      -4-
<PAGE>   44
         participation relative to other participants, as existed at the time
         of the change in control;

                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.

                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant





                                      -5-
<PAGE>   45
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a period of disability he shall be entitled
to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay





                                      -6-
<PAGE>   46
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the "Severance
         Payments") equal to three (3) times the Employee's annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination , plus three (3) times the
         Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day





                                      -7-
<PAGE>   47
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).

                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any





                                      -8-
<PAGE>   48
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the Corporation's Retirement Savings Plan, its
Retirement Income Plan, the Executives' Deferred Income Plan and any other plan
or agreement relating to retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return





                                      -9-
<PAGE>   49
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Corporation, or to such other address as either party may have
furnished to the other in writing in accordance with this Agreement, except
that notice of a change of address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first





                                      -10-
<PAGE>   50
         notifies in writing another of the claim(s) giving rise to the
         Dispute, then upon written notice by either party to the other, the
         Dispute shall be submitted to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.





                                      -11-
<PAGE>   51
                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        THOMAS M. HONTZAS





                                      -12-
<PAGE>   52

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and
W. Parks Johnson of 108 Woodland Hills Boulevard, Madison, Mississippi 39110
("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given





<PAGE>   53
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of 2 consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of the period constitute
the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted





                                      -2-
<PAGE>   54
into voting securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after the merger or consolidation, or
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given Employee has not returned to the full-time performance of
Employee's duties, Employee's employment may be terminated for "inability to
perform the essential functions of his employment." Termination by the
Corporation or by Employee of Employee's employment based on "Retirement" shall
mean termination in accordance with the Corporation's retirement policy,
including early retirement, generally applicable to its salaried employees or
in accordance with any retirement arrangement established with Employee's
consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an





                                      -3-
<PAGE>   55
opportunity for Employee, together with Employee's counsel, to be heard before
the Board), finding that in the good faith opinion of the board Employee was
guilty of conduct set forth above in either clause (A) or (B) of the first
sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his





                                      -4-
<PAGE>   56
         participation relative to other participants, as existed at the time
         of the change in control;

                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.

                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant





                                      -5-
<PAGE>   57
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a period of disability he shall be entitled
to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay





                                      -6-
<PAGE>   58
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the "Severance
         Payments") equal to three (3) times the Employee's annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination , plus three (3) times the
         Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day





                                      -7-
<PAGE>   59
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).

                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any





                                      -8-
<PAGE>   60
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the Corporation's Retirement Savings Plan, its
Retirement Income Plan, the Executives' Deferred Income Plan and any other plan
or agreement relating to retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return





                                      -9-
<PAGE>   61
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Corporation, or to such other address as either party may have
furnished to the other in writing in accordance with this Agreement, except
that notice of a change of address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first





                                      -10-
<PAGE>   62
         notifies in writing another of the claim(s) giving rise to the
         Dispute, then upon written notice by either party to the other, the
         Dispute shall be submitted to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.





                                      -11-
<PAGE>   63
                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        W. PARKS JOHNSON





                                      -12-
<PAGE>   64

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and
James S. Lenoir of 109 Park Lane, Ridgeland, Mississippi 39157 ("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given





<PAGE>   65
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of 2 consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of the period constitute
the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted





                                      -2-
<PAGE>   66
into voting securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after the merger or consolidation, or
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given Employee has not returned to the full-time performance of
Employee's duties, Employee's employment may be terminated for "inability to
perform the essential functions of his employment." Termination by the
Corporation or by Employee of Employee's employment based on "Retirement" shall
mean termination in accordance with the Corporation's retirement policy,
including early retirement, generally applicable to its salaried employees or
in accordance with any retirement arrangement established with Employee's
consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an





                                      -3-
<PAGE>   67
opportunity for Employee, together with Employee's counsel, to be heard before
the Board), finding that in the good faith opinion of the board Employee was
guilty of conduct set forth above in either clause (A) or (B) of the first
sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his





                                      -4-
<PAGE>   68
         participation relative to other participants, as existed at the time
         of the change in control;

                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.

                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant





                                      -5-
<PAGE>   69
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a period of disability he shall be entitled
to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay





                                      -6-
<PAGE>   70
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the "Severance
         Payments") equal to three (3) times the Employee's annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination , plus three (3) times the
         Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day





                                      -7-
<PAGE>   71
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).

                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any





                                      -8-
<PAGE>   72
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the Corporation's Retirement Savings Plan, its
Retirement Income Plan, the Executives' Deferred Income Plan and any other plan
or agreement relating to retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return





                                      -9-
<PAGE>   73
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Corporation, or to such other address as either party may have
furnished to the other in writing in accordance with this Agreement, except
that notice of a change of address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first





                                      -10-
<PAGE>   74
         notifies in writing another of the claim(s) giving rise to the
         Dispute, then upon written notice by either party to the other, the
         Dispute shall be submitted to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.





                                      -11-
<PAGE>   75
                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        JAMES S. LENOIR





                                      -12-
<PAGE>   76

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and
Arlen L. McDonald of 1 Ashley Park Drive, Mississippi 39206 ("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given





<PAGE>   77
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of 2 consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of the period constitute
the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted





                                      -2-
<PAGE>   78
into voting securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after the merger or consolidation, or
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given Employee has not returned to the full-time performance of
Employee's duties, Employee's employment may be terminated for "inability to
perform the essential functions of his employment." Termination by the
Corporation or by Employee of Employee's employment based on "Retirement" shall
mean termination in accordance with the Corporation's retirement policy,
including early retirement, generally applicable to its salaried employees or
in accordance with any retirement arrangement established with Employee's
consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an





                                      -3-
<PAGE>   79
opportunity for Employee, together with Employee's counsel, to be heard before
the Board), finding that in the good faith opinion of the board Employee was
guilty of conduct set forth above in either clause (A) or (B) of the first
sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his





                                      -4-
<PAGE>   80
         participation relative to other participants, as existed at the time
         of the change in control;

                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.

                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant





                                      -5-
<PAGE>   81
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a period of disability he shall be entitled
to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay





                                      -6-
<PAGE>   82
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the "Severance
         Payments") equal to three (3) times the Employee's annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination , plus three (3) times the
         Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day





                                      -7-
<PAGE>   83
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).

                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any





                                      -8-
<PAGE>   84
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the Corporation's Retirement Savings Plan, its
Retirement Income Plan, the Executives' Deferred Income Plan and any other plan
or agreement relating to retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return





                                      -9-
<PAGE>   85
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Corporation, or to such other address as either party may have
furnished to the other in writing in accordance with this Agreement, except
that notice of a change of address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first





                                      -10-
<PAGE>   86
         notifies in writing another of the claim(s) giving rise to the
         Dispute, then upon written notice by either party to the other, the
         Dispute shall be submitted to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.





                                      -11-
<PAGE>   87
                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        ARLEN L. MCDONALD





                                      -12-
<PAGE>   88

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and
W. Stan Pratt of 107 Overlook Place, Madison, Mississippi 39110 ("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given





<PAGE>   89
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of 2 consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of the period constitute
the Board and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted





                                      -2-
<PAGE>   90
into voting securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after the merger or consolidation, or
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given Employee has not returned to the full-time performance of
Employee's duties, Employee's employment may be terminated for "inability to
perform the essential functions of his employment." Termination by the
Corporation or by Employee of Employee's employment based on "Retirement" shall
mean termination in accordance with the Corporation's retirement policy,
including early retirement, generally applicable to its salaried employees or
in accordance with any retirement arrangement established with Employee's
consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an





                                      -3-
<PAGE>   91
opportunity for Employee, together with Employee's counsel, to be heard before
the Board), finding that in the good faith opinion of the board Employee was
guilty of conduct set forth above in either clause (A) or (B) of the first
sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his





                                      -4-
<PAGE>   92
         participation relative to other participants, as existed at the time
         of the change in control;

                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.

                 (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant





                                      -5-
<PAGE>   93
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a period of disability he shall be entitled
to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay





                                      -6-
<PAGE>   94
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the "Severance
         Payments") equal to three (3) times the Employee's annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination , plus three (3) times the
         Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day





                                      -7-
<PAGE>   95
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).

                 (iv)     In the event that Employee is a "disqualified
individual" within the meaning of Section 280G of the Code, the parties
expressly agree that the payments described in this Section 4 and all other
payments to Employee under any other agreements or arrangements with any
persons that constitute "parachute payments" within the meaning of Section 280G
of the Code are collectively subject to an overall maximum limit.  The maximum
limit shall be One Dollar ($1.00) less than the aggregate amount that would
otherwise cause any such payments to be considered a "parachute payment" within
the meaning of Section 280G of the Code, as determined by the Corporation.
Accordingly, to the extent that the payments would be considered a "parachute
payment" with respect to Employee, then the portions of such payments shall be
reduced or eliminated in the following order until the remaining change of
control termination payments with respect to Employee is within the maximum
described in this Subsection (iv):

                          (A)     First, any cash payment to Employee;

                          (B)     Second, any change of control termination
         payments not described in this Agreement; and

                          (C)     Third, any forgiveness of Employee
         indebtedness to the Corporation.

         Employee expressly and irrevocably waives any and all rights to
receive any change in control termination payments that exceed the maximum
limit described in this Subsection (iv).

                 (v)      Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any





                                      -8-
<PAGE>   96
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (vi)     In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the Corporation's Retirement Savings Plan, its
Retirement Income Plan, the Executives' Deferred Income Plan and any other plan
or agreement relating to retirement benefits.

                 (vii)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.

         5.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         6.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return





                                      -9-
<PAGE>   97
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Corporation shall be directed to the attention of the Board with a copy to the
Secretary of the Corporation, or to such other address as either party may have
furnished to the other in writing in accordance with this Agreement, except
that notice of a change of address shall be effective only on receipt.

         7.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under Section 4 shall survive the expiration of
the term of this Agreement.

         8.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         9.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first





                                      -10-
<PAGE>   98
         notifies in writing another of the claim(s) giving rise to the
         Dispute, then upon written notice by either party to the other, the
         Dispute shall be submitted to mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period referred to above.  Thereafter, any unresolved
         Dispute shall be settled by arbitration in the manner set forth below.
         The mediator cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.





                                      -11-
<PAGE>   99
                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.

                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        W. STAN PRATT





                                      -12-
<PAGE>   100

                    CHANGE OF CONTROL TERMINATION AGREEMENT

         This Change of Control Termination Agreement (the "Agreement") is
entered into on _________________, 1997, between Deposit Guaranty Corp., a
Mississippi corporation, with its principal place of business located at 210
East Capitol Street, Jackson, Mississippi 39201, (the "Corporation") and E. B.
Robinson of 3826 Redbud Road, Jackson, Mississippi 39211 ("Employee").

                                  WITNESSETH:

         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel.  In this connection, the Board of Directors of the Corporation (the
"Board") recognizes that, as is the case with many publicly held corporations,
the possibility of a change in control may exist.  This possibility, and the
uncertainty and questions that it may raise among key management, may result in
the departure or distraction of key management personnel to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of key
members of the Corporation's management, including Employee, to the assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation; and

         WHEREAS, to induce Employee to remain in the employ of the
Corporation, and in consideration of Employee's agreement set forth below, the
Corporation agrees that Employee shall receive the severance benefits set forth
in this Agreement in the event Employee's employment with the Corporation is
terminated subsequent to a "change in control of the Corporation" (as defined
in Section 2 below) under the circumstances described below.  This Agreement is
meant to supersede any other specific written agreements that may have been
entered into between Employee and the Corporation concerning the consequences
of any termination of Employee's employment.

<PAGE>   101

         THEREFORE, in consideration of Employee's continued employment and the
parties' agreement to be bound by the terms contained in this Agreement, the
parties agree as follows:

         1.      TERM OF AGREEMENT.  This Agreement shall commence on January
1, 1997, and shall continue in effect through December 31, 1997.  However,
commencing on December 31, 1997, and each December 31 afterwards, the term of
this Agreement shall automatically be extended for 1 additional year unless, no
later than the preceding November 1, the Corporation shall have given
notice that it does not wish to extend this Agreement.  If a change in control
of the Corporation shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which the change in control occurred.
Notwithstanding the foregoing, and provided no change of control shall have
occurred, this Agreement shall automatically terminate on the earlier to occur
of (i) Employee's termination of employment with the Corporation, or (ii) the
Corporation's furnishing Employee with notice of termination, irrespective of
the effective date of the termination.

         2.      CHANGE IN CONTROL.  No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Corporation,
as set forth below.  For purposes of this Agreement, a "change in control of
the Corporation" shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Corporation is in fact required to comply
with that regulation, provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as that term is
used in Section 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
Corporation or a corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities; (B) during any
period of





                                      -2-
<PAGE>   102

2 consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of the period constitute the Board
and any new director (other than a director designated by a person who has
entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (D) of this Section) whose election by the Board or
nomination for election by the Corporation's stockholders 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; (C) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a change in control of the Corporation;
or (D) the stockholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Corporation
outstanding immediately prior to it continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the combined voting power of
the voting securities of the Corporation or such surviving entity outstanding
immediately after the merger or consolidation, or the stockholders of the
Corporation approve a plan of complete liquidation of the Corporation or an
agreement for the sale or disposition by the Corporation of all or
substantially all of the Corporation's assets.

         3.      TERMINATION FOLLOWING CHANGE IN CONTROL.  If any of the events
described in Section 2 above constituting a change in control of the
Corporation shall have occurred, Employee shall be entitled to the benefits
provided in Subsection 4(iii) below on the termination of Employee's employment
during the 36 months following a Change of Control, unless the termination is
(A) because of Employee's death, Inability to Perform or Retirement, (B) by the
Corporation for Cause or (C) by Employee other than for Good Reason.

                 (i)      INABILITY TO PERFORM; RETIREMENT.  If, as a result of
Employee's incapacity due to physical or mental illness, Employee shall have
been absent from the full-time performance of his duties with the Corporation
for 6 consecutive months, and within 30 days after written notice of
termination is given





                                      -3-
<PAGE>   103

Employee has not returned to the full-time performance of Employee's duties,
Employee's employment may be terminated for "inability to perform the essential
functions of his employment." Termination by the Corporation or by Employee of
Employee's employment based on "Retirement" shall mean termination in
accordance with the Corporation's retirement policy, including early
retirement, generally applicable to its salaried employees or in accordance
with any retirement arrangement established with Employee's consent.

                 (ii)     CAUSE.  Termination by the Corporation for "Cause"
shall mean termination on (A) the willful and continued failure by Employee to
substantially perform Employee's duties with the Corporation (other than any
such failure resulting from Employee's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance by
Employee of a Notice of Termination for Good Reason as defined in Subsections
3(iv) and 3(iii), respectively) after a written demand for substantial
performance is delivered to Employee by the Board, specifically identifying the
manner in which the Board believes that Employee has not substantially
performed his duties; or (B) willful misconduct by the Employee clearly
contrary to the interests of the Corporation.  Employee may be terminated for
Cause only upon delivery to Employee of a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an opportunity for Employee, together with
Employee's counsel, to be heard before the Board), finding that in the good
faith opinion of the board Employee was guilty of conduct set forth above in
either clause (A) or (B) of the first sentence of this Subsection.

                 (iii)    GOOD REASON.  Employee shall be entitled to terminate
his employment for Good Reason.  For purposes of this Agreement, "Good Reason"
shall mean, without Employee's express written consent, the occurrence after a
change in control of the Corporation of any of the following circumstances
unless, in the case of paragraphs (A), (E), (F), (G), or (H), the circumstances
are fully corrected prior to the Date of Termination specified in the Notice of
Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in
respect to them:





                                      -4-
<PAGE>   104

                          (A)     a material adverse alteration in the nature
         or status of Employee's responsibilities from those in effect
         immediately prior to the change in control of the Corporation;

                          (B)     a reduction by the Corporation in Employee's
         annual base salary except for across-the-board salary reductions
         similarly affecting all key employees of the Corporation and all key
         employees of any person in control of the Corporation;

                          (C)      relocation of Employee by Corporation to a
         location not within twenty-five (25) miles of his present office or
         job location, except for required travel on the Corporation's business
         to an extent substantially consistent with his present business travel
         obligations;

                          (D)     the failure by the Corporation, without
         Employee's consent, to pay any part of Employee's current
         compensation, or to pay any part of an installment of deferred
         compensation under any deferred compensation program of the
         Corporation within 7 days of the date the compensation is due;

                          (E)     the failure by the Corporation to continue in
         effect any bonus to which Employee is entitled, or any compensation
         plan in which he participates immediately prior to the change in
         control of the Corporation, including but not limited to the
         Corporation's Stock Option Plans, Executive Deferred Income Plan,
         Retirement Income Plan, Retirement Savings Plan, and Flexible Benefit
         Plan, or any substitute plans adopted prior to the change of control
         in the Corporation, unless an equitable arrangement (embodied in an
         ongoing substitute or alternative plan) has been made with respect to
         the plan, or the failure by the Corporation to continue Employee's
         participation in it (or in such substitute or alternative plan) on a
         basis not less favorable, both in terms of the amount of benefits
         provided and the level of his participation relative to other
         participants, as existed at the time of the change in control;





                                     -5-
<PAGE>   105
                          (F)     the failure by the Corporation to continue to
         provide Employee with benefits substantially similar to those enjoyed
         by him under the Corporation's life insurance, medical, health and
         accident, or disability plans in which he was participating at the
         time of the change in control of the Corporation;

                          (G)     the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 of this
         Agreement; or

                          (H)     any purported termination of Employee's
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (iv) below (and, if
         applicable, the requirements of Subsection (ii) above); for purposes
         of this Agreement, no such purported termination shall be effective.

          Employee's rights to terminate his employment pursuant to this
Subsection shall not be affected by his incapacity due to physical or mental
illness.  Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
under this Agreement.  In the event Employee delivers Notice of Termination
based on circumstances set forth in Paragraphs (A), (E), (F), (G), or (H)
above, which are fully corrected prior to the Date of Termination set forth in
said Notice of Termination, the Notice of Termination shall be deemed withdrawn
and of no further force and effect.

                 (iv)     NOTICE OF TERMINATION.  Any purported termination of
Employee's employment by the Corporation or by Employee shall be communicated
by written Notice of Termination to the other party to this Agreement in
accordance with Section 6 of this Agreement.  For purpose of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the employment under the provision so indicated.




                                     -6-
<PAGE>   106

           (v)      DATE OF TERMINATION, ETC.  "Date of Termination"
shall mean (A) if Employee's employment is terminated for Inability to Perform,
30 days after Notice of Termination is given (provided that he shall not have
returned to full-time performance of his duties during such 30-day period), and
(B) if Employee's employment is terminated pursuant to Subsection (ii) or (iii)
above or for any other reason (other than Disability), the date specified in
the Notice of Termination (which, in the case of a termination pursuant
to Subsection (ii) above shall not be less than 30 days, and in the case of a
termination pursuant to Subsection (iii) above shall not be less than 15 nor
more than 60 days, respectively, from the date the Notice of Termination is
given).  However, if within 15 days after any Notice of Termination is given,
or , if later, prior to the Date of Termination (as determined without regard
to this provision), the party receiving the Notice of Termination notifies the
other party that a dispute exists concerning the termination, then the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order, or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected).  The Date of Termination
shall be extended by a notice of dispute only if the notice is given in good
faith and the party giving the notice pursues the resolution of the dispute
with reasonable diligence.  Notwithstanding the pendency of any such dispute,
the Corporation will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue Employee as a participant in all
compensation, benefit, and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection.  Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement except to the extent otherwise provided in subsection 4(iv).

         4.      COMPENSATION ON TERMINATION OR DURING DISABILITY.  Following a
change in control of the Corporation, as defined by Section 2, on termination
of Employee's employment or during a





                                      -7-
<PAGE>   107


period of disability he shall be entitled to the following results:

                 (i)      During any period that Employee fails to perform his
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, he shall continue to receive his base salary at the rate in
effect at the commencement of any such period, together with all amounts
payable to him under any compensation plan of the Corporation during the
period, until this Agreement is terminated pursuant to Section 3(i) above.
Thereafter, or in the event Employee's employment shall be terminated by the
Corporation or by Employee for Retirement, or by reason of Employee's death,
Employee's benefits shall be determined under the Corporation's retirement,
insurance, and other compensation programs then in effect in accordance with
the terms of those programs.

                 (ii)     If Employee's employment shall be terminated by the
Corporation for Cause or by Employee other than for Good Reason, Disability,
Death, or Retirement, the Corporation shall pay
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, plus all other amounts and
benefits to which Employee is entitled under any compensation plan of the
Corporation at the time the payments are due.

                 (iii)    If within thirty-six (36) months following a Change of
Control Employee's employment by the Corporation shall be terminated (a) by the
Corporation other than for Cause, Retirement or Inability to Perform, or (b) by
Employee for Good Reason, then Employee shall be entitled to the benefits
provided below:

                          (A)     The Corporation shall pay Employee his full
         base salary through the Date of Termination at the rate in effect at
         the time Notice of Termination is given, plus all other amounts and
         benefits to which he is entitled under any compensation plan of the
         Corporation, at the time the payments are due, except as otherwise
         provided below.

                          (B)     The Corporation also shall pay as severance
         pay to Employee a lump sum severance payment (together with the
         payments provided in paragraphs C and D, below, the





                                      -8-
<PAGE>   108


         "Severance Payments") equal to three (3) times the Employee's annual
         base salary in effect immediately prior to the occurrence of the
         circumstance giving rise to the Notice of Termination , plus three (3)
         times the Employee's average annual bonus for the last three years.

                          (C)     The Corporation also shall pay Employee any
         deferred compensation, including, but not limited to deferred bonuses,
         allocated or credited to Employee or Employee's account as of the Date
         of Termination.  Payments made pursuant to the Executives Deferred
         Income Plan shall be made as provided by said Plan and shall not be
         deemed to be modified by the terms of this Agreement.

                          (D)     Any outstanding options to purchase shares of
         Common Stock of the Corporation which are held by Employee under the
         Corporation's Stock Option Plans shall be exercisable in accordance
         with the terms of the Stock Based Long Term Incentive Plan II.

                          (E)     The Corporation shall provide medical
         insurance benefits to Employee for three (3) years from Date of
         Termination or until Employee secures employment with another company
         providing similar welfare benefits.  The Corporation will pay for such
         benefits in the same manner as in existence on the Date of
         Termination.

                          (F)     The payments provided for in Paragraphs (A),
         (B), and (C) above, shall be made no later than the fifth day
         following the Date of Termination.  However, if the amounts of the
         payment cannot be finally determined on or before that day, the
         Corporation shall pay Employee an estimate, as determined in good
         faith by the Corporation, of the minimum amount of such payments and
         shall pay the remainder of those payments (together with interest at
         the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount can be determined but in no event later than the 30th day after
         the Date of Termination.  In the event that the amount of the
         estimated payments exceeds the amount subsequently determined to have
         been due, the excess shall constitute a loan by the Corporation
         repayable on the 5th day after demand by the Corporation (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code).





                                      -9-
<PAGE>   109

                 (iv)     Employee shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
Employee as the result of employment by another employer, by retirement
benefits, by offset against any
amount claimed to be owed by Employee to the Corporation, or otherwise except
as specifically provided in this Section 4.

                 (v)      In addition to all other amounts payable to Employee
under this Section 4, Employee shall be entitled to receive all benefits
payable to Employee under the





                                     -10-
<PAGE>   110

Corporation's Retirement Savings Plan, its Retirement Income Plan, the
Executives' Deferred Income Plan and any other plan or agreement relating to
retirement benefits.

                 (vi)    Notwithstanding any other provisions of this
Agreement, no payments shall be made hereunder by Corporation which would be in
violation of any law or regulation applicable to Corporation, including,
without limitation, the provisions of Part 359 of Title 12, Code of Federal
Regulations, it being understood and agreed that Corporation's obligations
hereunder shall not exceed any valid limits imposed by a regulatory body.


         5.      CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION.  Anything in
this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by Employee or for Employee's
benefit 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 5) (a "Payment") would be
subject to the excise tax imposed by Section 499 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"), 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 or 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.

         (a)     Subject to the provisions of Section 5(c), all determinations
required to be made under this Section 5, 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 KPMG Peat
Marwick, LLP, (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Corporation and Employee within 15 business days of
the receipt of notice form Employee that there has been a Payment, or such
earlier time as is requested by the Corporation.  In the event that




                                     -11-
<PAGE>   111

Accounting Firm is serving as accountant or auditor for the individual, entity
or group affecting the Change of Control, Employee shall appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder).  All fees and expenses of the Accounting Firm shall be borne
solely by the Corporation.  Any Gross-Up Payment, as determined pursuant to
this Section 5, shall be paid by the Corporation to Employee within five days
of the receipt of the Accounting Firm's determination.  If the Accounting Firm
determines that no Excise Tax is payable by Employee, it shall not result in
the imposition of a negligence or similar penalty.  Any determination by the
Accounting Firm shall be binding upon the corporation and Employee.  As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the
Corporation should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder.  In the event that the Corporation
exhausts its remedies pursuant to Section 5(c) and Employee thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shal
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or for the benefit of
Employee.

         (b)     Employee will notify the Corporation in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Corporation of the Gross-Up Payment.  Such notification shall be given
as soon as practicable but no later than ten business days after Employee is
informed in writing of such claim and shall apprise the Corporation of the
nature of such claim and the date on which such claim is requested to be paid.
Employee will not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the corporation (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Corporation notifies Employee in writing prior to
the expiration of such period that it desires to contest such claim, Employee
will:

                 (i)      give the Corporation any information reasonably
         requested by the Corporation relationg to such claim,




                                    -12-
<PAGE>   112

                 (ii)     take such action in connection with contesting such
         claim as the Corporation shall reasonably request in writing from time
         to time, including, without limitation, accepting legal representation
         with respect to such claim by an attorney reasonably selected by the
         Corporation.

                 (iii)    cooperate with the corporation in good faith in order
         effectively to contest such claim, and

                 (iv)     permit the Corporation to participate in any
         proceedings relating to such claim;

provided, however, that the Corporation 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 limitation on the foregoing provision
of this Section 5(c), the Corporation shall control all proceeding taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceeding, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct claim 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 Corporation
shall determine; provided, however, that if the Corporation 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 Employee's taxable year with
respect to which such contested amount is claimed to be due is limited solely
to such contested amount.  Furthermore, the corporation's control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and Employee





                                    -13-
<PAGE>   113

will 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)     If, after the receipt by Employee of an amount advanced by the
Corporation pursuant to Section 5(c), Employee becomes entitled to receive any
refund with respect to such claim, Employee will (subject to the Corporation's
complying with the requirements of Section 5(c) promptly pay to the Corporation
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 Corporation pursuant to Section 5(c), a determination is
made the Employee will not be entitled to any refund with respect to such claim
and the Corporation 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 be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

         6.      SUCCESSORS; BINDING AGREEMENT.  (i) The Corporation will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no such succession had taken place.  Failure of
the Corporation to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Employee to compensation from the Corporation in the same amount and on
the same terms as Employee would have been entitled to under this Agreement if
Employee had terminated his employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Corporation" shall
mean the Corporation as defined above and any successor to its business and/or
assets that assumes and agrees to perform this Agreement by operation of law,
or otherwise.




                                    -14-

<PAGE>   114
                 (ii)     This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, heirs, distributees, and legatees.  If Employee should die
while any amount would still be payable to Employee, all such amounts, unless
otherwise provided in this Agreement, shall be paid in accordance with the
terms of this Agreement to Employee's legatee or other designee or, if there is
no such designee, to Employee's estate.

         7.      NOTICE.  For the purpose of this Agreement, all notices and
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been fully given when delivered or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notices to the Corporation shall be directed to
the attention of the Board with a copy to the Secretary of the Corporation, or
to such other address as either party may have furnished to the other in
writing in accordance with this Agreement, except that notice of a change of
address shall be effective only on receipt.

         8.      MISCELLANEOUS.  No provision of this Agreement may be
modified, waived, or discharged unless the waiver, modification, or discharge
is agreed to in writing and signed by Employee and such officer as may be
specifically designated by the Board.  No waiver by either party to this
Agreement at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement have been made by either party that are not
expressly set forth in this Agreement.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Mississippi.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for shall be paid net of any applicable
withholding or deduction required under federal, state, or local law.  The
obligations of the Corporation under





                                      -15-

<PAGE>   115
Section 4 shall survive the expiration of the term of this Agreement.


         9.      VALIDITY.  The invalidity or enforceability of any provision
of this Agreement shall not affect the validity or unenforceability of any
other provision of this Agreement, which shall remain in full force and effect.

         10.      COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         11.     DISPUTES.  Any dispute or controversy arising under or in
connection with this Agreement (a "Dispute") shall be resolved as follows:

                 (i)      Negotiation.  In the event of a Dispute, the parties
         shall use their best efforts to settle such dispute through informal
         negotiations.  To this effect, they shall consult and negotiate with
         each other, in good faith and, recognizing their mutual interests,
         attempt to reach a just and equitable solution satisfactory to both
         parties.  If they do not reach such solution within a period of thirty
         (30) days from the date one party first notifies in writing another
         of the claim(s) giving rise to the Dispute, then upon written notice
         by either party to the other, the Dispute shall be submitted to
         mediation as set forth below.

                 (ii)     Mediation.  If such Dispute cannot be settled through
         negotiation within such thirty (30) day period, the parties agree to
         then endeavor to settle the Dispute in an amicable manner by mediation
         administered by the American Arbitration Association ("AAA") under its
         Commercial Mediation Rules.  Such mediation shall occur in Jackson,
         Mississippi before a mediator who is skilled in mediating commercial
         disputes.  AAA shall appoint a mediator meeting the qualifications set
         out above.  Such mediation shall consist of no more than two sessions
         occurring within the twenty (20) days first following the end of the
         negotiation period





                                      -16-
<PAGE>   116

         referred to above.  Thereafter, any unresolved Dispute shall be
         settled by arbitration in the manner set forth below. The mediator
         cannot serve as an arbitrator.

                 (iii)    Arbitration.  Any Dispute which remains unresolved
         following mediation shall be submitted to binding arbitration in
         accordance with Title 9 of the United States Code (United States
         Arbitration Act).  This arbitration shall be administered by AAA in
         accordance with its Commercial Arbitration Rules (the "Rules").  The
         situs of the arbitration shall be Jackson, Mississippi unless
         otherwise mutually agreed by the parties.  The arbitration shall be
         expedited such that, unless the parties otherwise agree or unless
         necessary to allow the parties to gather and exchange appropriate
         documentary or other evidence or information, (a) the panel shall be
         selected within 30 days following the filing of the Notice of Claim
         with AAA, (b) the hearing shall commence within 45 days following the
         filing of the Notice of Claim, (c) the hearing shall be continued as
         expeditiously as possible until concluded and (d) the award shall be
         rendered within 10 days following the conclusion of the hearing.  If
         the claim or controversy arising from this Agreement is greater than
         Five Hundred Thousand Dollars ($500,000) either party hereto shall
         have the right to proceed judicially and shall not be required to
         arbitrate.

                 (iv)     Number and Qualification of Arbitrators.  The
         arbitration shall be conducted before and decided by a panel of two
         arbitrators.  Each shall be an attorney licensed to practice law in
         any of the United States, having been admitted to practice for no
         fewer than fifteen years.

                 (v)      Remedies and Choice of Law.  The arbitrators shall
         have authority to award any remedy or relief that a court of the State
         of Mississippi could award or grant, including, without limitation,
         specific performance of any obligations created under this Agreement;
         provided however, that the arbitrators shall not have the authority to
         award punitive damages against either party.





                                      -17-
<PAGE>   117
                 (vi)     Fees and Expenses.  The arbitrators shall have the
         authority to award to the prevailing party, if any, as determined by
         the arbitrators, all of its costs and fees, in such amounts as the
         arbitrators deem just. "Costs and Fees" mean all reasonable pre-award
         expenses of the arbitration, including the arbitrators' fees,
         administrative fees, travel expenses, other out-of-pocket expenses,
         witness (including expert witness) fees and expenses and attorneys'
         fees and expenses.

                 (vii)    Finality and Enforcement.  Any award rendered by the
         arbitrators shall be final, binding and conclusive.  The parties
         hereby agree to submit to the personal jurisdiction of the courts of
         the State of Mississippi for the enforcement of the award.  The award
         may also be enforced in any other court of competent jurisdiction.

         11.     ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding of the parties with respect to its subject matter and supersedes
all prior written or oral agreements or understandings with respect to the
subject matter.

         In witness whereof, the parties have executed this agreement at
Jackson, Mississippi the day and year first above written.



                                        DEPOSIT GUARANTY CORP.


                                        By:
                                           ------------------------------------

                                        Title:
                                              ---------------------------------





                                        --------------------------------------
                                        E. B. Robinson





                                      -18-