EXHIBIT (10)-17**AGREEMENT**     THISAGREEMENT (the “Agreement”) is made this 1st day of April 2002, by and among **The BancCorporation**, a Delaware corporation (the “Company”), **The Bank**, an Alabama banking corporation (the“Bank”), and **Chris Gossett**, an individual resident of Alabama residing at 105 Autumn Place,Birmingham, AL 35242 (the “Employee”).RECITALS:     WHEREAS, the Company desires to provide the Employee certain protection in the event of achange in control of the Company on the terms and conditions hereinafter set forth;     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreementshereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, do hereby agree as follows:     1. Change of Control.     (a) If Employee’s employment with the Company shall be terminated by Employee for Good Reasonby providing a Notice of Termination to the Company, the Employee shall be entitled to thefollowing:          (i) the Company shall pay the Employee in cash with fifteen days of the Termination Date anamount equal of all Accrued Compensation and the Pro Rata Bonus;          (ii) the Company shall pay to the Employee in cash at the end of each of the twelveconsecutive months following the Termination Date an amount equal to one-twelfth of the sum of theBase Amount plus the Bonus Amount plus all benefits and all Director’s fees, including retainers,to which the Employee would be entitled for the same period, or within 30 days, at the Employee’soption, a lump sum equal to the present value of the payments due under this Section 1(a)(ii);provided, however, that such lump sum amount shall be reduced to its net present value assuming aninterest rate equal to six percent (6%) and 12 equal monthly payments commencing on theTermination Date;          (iii) the restrictions on any outstanding incentive awards (including stock options) grantedto the Employee under any Company’s stock option plan, Company stock option plan, or under anyother incentive or deferred compensation plan or arrangement shall lapse and such incentive ordeferred compensation award shall become 100% vested, all stock options and stock appreciationrights granted to the Employee shall be immediately exercisable and shall be 100% vested. Theperiod in which Employee may exercise any option granted shall be the full term of such option.     (b) The Employee shall not be required to mitigate the amount of any payment provided for inthis Agreement by seeking other employment or otherwise, and no such payment shall be offset orreduced by the amount of any compensation or benefits provided to the Employee in any subsequentemployment.
 

 
     (c) The severance pay and benefits provided for in this Section 1 shall be in lieu of anyother severance or termination pay to which the Employee may be entitled under any Companyseverance or termination plan, program, practice or arrangement. The Employee’s entitlement to anyother compensation or benefits shall be determined in accordance with the Company’s employeebenefit plans and other applicable programs, policies and practices then in effect.     2. Trade Secrets. The Employee shall not, at any time, either during the term of hisemployment or after the Termination Date, use or disclose any Trade Secrets of the Company, exceptin fulfillment of his duties as the Employee during his employment, for so long as the pertinentinformation or data remain Trade Secrets, whether or not the Trade Secrets are in written ortangible form.     3. Successors: Binding Agreement.      (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, itsSuccessor and Assigns and the Company shall require any Successors and Assigns to expressly assumeand agree to perform this Agreement in the same manner and to the same extent that the Companywould be required to perform it if no such succession or assignment had taken place.     (b) Neither this Agreement nor any right or interest hereunder shall be assignable ortransferable by the Employee, his beneficiaries or legal representatives, except by will or by thelaws of descent and distribution. This Agreement shall inure to the benefit of and be enforceableby the Employee’s legal personal representative.     4. Notice. For the purposes of this Agreement, notices and all other communicationsprovided for in the Agreement (including the Notice of Termination) shall be in writing and shallbe deemed to have been duly given when personally delivered or sent by certified mail, returnreceipt requested, postage prepaid, addressed to the respective addresses last given by each partyto the other, provided that all notices to the Company shall be directed to the attention of theBoard of Directors with a copy to the Secretary of the Company. All notices and communicationsshall be deemed to have been received on the date of delivery thereof.     5. Settlementof Claims. The Company’s obligation to make the payments provided forin this Agreement and to otherwise perform its obligations hereunder shall not be affected by anycircumstances, including, without limitation, any set-off, counterclaim, recoupment, defense orother right which the Company may have against the Employee or others. The Company may, however,withhold from any benefits payable under this Agreement all federal, state, city or other taxes asshall be required pursuant to any law or governmental regulation or ruling.     6. Modification and Waiver. No provisions of this Agreement may be modified, waivedor discharged unless such waiver, modification or discharge is agreed to in writing and signed bythe Employee and the Company. No waiver by any party hereto at any time of any breach by the otherparty hereto 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 ordissimilar provisions or conditions at the same or at any prior or subsequent time.     7. Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Alabama without giving effect to the conflict of lawsprinciples thereof. Any action brought by any party to this Agreement shall be brought andmaintained in a court of competent jurisdiction in the State of Alabama.     8. Severability. The provisions of this Agreement shall be deemed severable, and theinvalidity or unenforceability of any provision shall not affect the validity or enforceability ofthe other provisions hereof.     9. Entire Agreement. This Agreement constitutes the entire agreement between theparties hereto and supersedes all prior agreements, if any, understandings and arrangements, oralor written, between the parties hereto with respect to the subject matter hereof.     10. Headings. The headings of Sections herein are included solely for convenience ofreference and shall not control the meaning or interpretation of any of the provisions of thisAgreement.     11. Counterparts.This Agreement may be executed in one or more counterparts, eachof which shall be deemed an original but all of which together shall constitute one and the sameinstrument.     12. Definitions. For purposes of this Agreement, the following terms shall have thefollowing meanings:     (a) “Accrued Compensation” shall mean an amount which shall include all amounts earned oraccrued through the Termination Date but not paid as of the Termination Date including withoutlimitation, (i) base salary and (ii) reimbursement for reasonable and necessary expenses incurredby the Employee on behalf of the Company during the period ending on the Termination Date.     (b) “Base Amount” shall mean the greater of the Executive’s annual base salary (i) at the ratein effect on the Termination Date or (ii) at the highest rate in effect at any time during theninety day period prior to the Change in Control, and shall include all amounts of his base salarythat are deferred under the qualified and non-qualified employee benefit plans of the Company orany other agreement or arrangement.     (c) “Bonus Amount” shall mean the greater of (i) the most recent annual bonus paid or payableto the Executive, or, if greater, the annual bonus paid or payable for the year ended prior to thefiscal year during which a Change in Control occurred, or (ii) the average of the annual bonusespaid or payable during the three full fiscal years ended prior to the Termination Date or, ifgreater, the three full fiscal years ended prior to the Change in Control (or, in each case, suchlesser period for which annual bonuses were paid or payable to the Executive).
 

 
     (d) A “Change in Control” shall mean the occurrence during the term of this agreement of anyof the following events:          (i) An acquisition (other than directly from the Company) of any voting securities of theCompany (the “Voting Securities”) by any “Person” (as the term person is used for purposes ofSection 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) immediately afterwhich such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated underthe 1934 Act) of 20% or more of the combined voting power of the Company’s then outstanding VotingSecurities; provided, however, that in determining whether a Change in Control hasoccurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafterdefined) shall not constitute an acquisition which would cause a Change in Control. A “Non-ControlAcquisition” shall mean an acquisition by (A) an employee benefit plan (or a trust forming a partthereof) maintained by (x) the Company or (y) any corporation or other Person of which a majorityof its voting power or its equity securities or equity interest is owned directly or indirectly bythe Company (a “Subsidiary”), (B) the Company or any 80% owned subsidiary, or (C) any Person inconnection with a “Non-Control Transaction” (as hereinafter defined).          (ii) The individuals who, as of the date of this Agreement, are members of the Board (the“Incumbent Board”) cease for any reason to constitute at least two-thirds of the Board;provided, however, that if the election, or nomination for election by theCompany’s stockholders, of any new director was approved by a vote of at least two-thirds of theIncumbent Board, such new director shall, for purposes of this Agreement, be considered as amember of the Incumbent Board; provided, further, that no individual shall beconsidered a member of the Incumbent Board if such individual initially assumed office as a resultof either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgatedunder the 1934 Act) or other actual or threatened solicitation of proxies or consents by or onbehalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreementintended to avoid or settle any Election Contest or Proxy Contest; or          (iii) Approval by stockholders of the Company of:               a) A merger, consolidation or reorganization involving the Company, unless                    (1) the stockholders of the Company, immediately before such merger, consolidation orreorganization, own, directly or indirectly, immediately following such merger, consolidation orreorganization, at least two-thirds of the combined voting power of the outstanding votingsecurities of the corporation resulting from such merger or consolidation or reorganization (the“Surviving Corporation”) in substantially the same proportion as their ownership of the VotingSecurities immediately before such merger, consolidated or reorganization, and
 

 
                    (2) the individuals who were members of the Incumbent Board immediately prior to the executionof the agreement providing for such merger, consolidation or reorganization constitute at leasttwo-thirds of the members of the board of directors of the Surviving Corporation.(A transaction described in the immediately preceding clauses (1) and (2)shall herein be referred to as a “Non-Control Transaction. “)                    (3) A complete liquidation or dissolution of the Company; or                    (4) An agreement for the sale or other disposition of all or substantially all of the assetsof the Company to any Person.          (iv) Notwithstanding anything contained in this Agreement to the contrary, if the Employee’semployment is terminated prior to a Change in Control and the Employee reasonably demonstratesthat such termination (A) was at the request of a third party who has indicated an intention ortaken steps reasonably calculated to effect a Change in Control and who effectuates a Change inControl (a “Third Party”) or (B) otherwise occurred in connection with, or in anticipation of, aChange in Control which actually occurs, then for all purposes of this Agreement, the date of aChange in Control with respect to the Employee shall mean the date immediately prior to the dateof such termination of the Employee’s employment.     (e) “Good Reason” shall mean the occurrence within one year after a Change in Control of anyof the events or conditions described in subsections (i) through (vii) hereof:          (i) a change in the Employee’s status, title, position or responsibilities (includingreporting responsibilities) which, in the Employee’s reasonable judgment, represents an adversechange from his status, office, title, position or responsibilities as in effect at any timewithin 90 days preceding the date of a Change in Control or at any time thereafter; the assignmentto the Employee of any duties or responsibilities which, in the Employee’s reasonable judgment,are inconsistent with his status, office, title, position or responsibilities as in effect at anytime within 90 days preceding the date of a Change in Control or at any time thereafter; anyremoval of the Employee from, or failure to reappoint or reelect him to, any such status, office,title, position or responsibility, or any other change in condition or circumstances that in theEmployee’s reasonable judgment makes it materially more difficult for the Employee to carry outthe duties and responsibilities of his office that existed at any time within 90 days precedingthe date of a Change in Control or at any time thereafter;          (ii) a reduction in the Employee’s base salary or any failure to pay the Employee anycompensation or benefits to which he is entitled within five days of the date due;          (iii) Employer requiring the Employee to be based at any place outside a 30-mile radius fromthe executive offices occupied by the Employee immediately prior to a Change in Control, exceptfor reasonably required travel on Employer’s business which is not materially greater than suchtravel requirements prior to the Change in Control;
 

 
          (iv) the failure by the Company to (A) continue in effect (without reduction in benefit leveland/or reward opportunities) any material compensation or employee benefit plan in which theEmployee was participating at any time within ninety days preceding the date of a Change inControl or at any time thereafter, unless such plan is replaced with a plan that providessubstantially equivalent compensation or benefits to the Employee or (B) provide the Employee withcompensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/orreward opportunities) to those provided for under each other employee benefit plan, program andpractice in which the Employee was participating at any time within 90 days preceding the date ofa Change in Control or at ay time thereafter;          (v) the insolvency, or the filing by any person or entity, including the Company, of apetition for bankruptcy of the Company, or other relief under any other moratorium or similar law,which petition is not dismissed within 60 days;          (vi) any material breach by Employer of this Agreement;          (vii) any purported termination of the Employee’s employment for Cause by Employer which doesnot comply with the terms of this Agreement; orAny event or condition described in clause (i) through (vii) above which occurs prior to a Changein Control but which the Employee reasonably demonstrates (A) was at the request of a Third Party,or (B) otherwise arose in connection with, or in anticipation of, a Change in Control whichactually occurs, shall constitute Good Reason for purposes of this Agreement, notwithstanding thatit occurred prior to the Change in Control. The Employee’s right to terminate his employment forGood Reason shall not be affected by his incapacity due to physical or mental illness.     (f) “Notice of Termination” shall mean a written notice of termination from the Employee whichspecifies an effective date of termination, indicates the specific termination provision in thisAgreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of the Employee’s employment under the provision of indicated.     (g) “Successors and Assigns” shall mean a person, corporation or other entity acquiring all orsubstantially all the assets and business of the Company (including this Agreement), whether byoperation of law or otherwise.     (h) “Termination Date” shall mean the date specified in the Notice of Termination.     (i) “Trade Secrets” shall mean any information, including but not limited to technical ornon-technical data, a formula, a pattern, a compilation, a program, a device, a method, atechnique, a drawing, a process, financial data, financial plans, product plans, information oncustomers, or a list of actual or potential customers or suppliers, which: (i) derives economicvalue, actual or potential, from not being generally known to, and not being readily ascertainable
 

 
by proper means by, other persons who can obtain economic value from its disclosure or use,and (ii) is the subject of efforts that are reasonable under the circumstances to maintain itssecrecy.[Remainder of Page Intentionally Left Blank]
 

 
     IN WITNESS WHEREOF, the Company has caused this Agreement to he executed and its seal to beaffixed hereunto by its officers thereunto duly authorized, and the Employee has signed and sealedthis Agreement, effective as of the date first above written.      **THE BANC CORPORATION**