**EXHIBIT 10.1**

**NBC CAPITAL CORPORATION**

**LONG-TERM INCENTIVE COMPENSATION PLAN**

This Long-Term Incentive Compensation Plan (“Plan”), effective December 21, 2005, is established primarily to encourage employees of NBCCapital Corporation (the “Company”) and its Affiliates to acquire Stock and other equity-based interests in the Company. It is believed that the Plan will stimulate employees’ efforts on the Company’s behalf, will tend tomaintain and strengthen their desire to remain with the Company, will be in the interest of the Company and its shareholders, and will encourage such employees to have greater personal financial investment in the Company thorough ownership of itsStock. The Plan supersedes and replaces the Company’s 2001 Long-Term Incentive Plan and the Company’s 2003 Long-Term Incentive Compensation Plan (the “Original Incentive Plans”). 

 

“Affiliate” shall have themeaning assigned to the term pursuant to Rule 12b-2 as promulgated under the Securities Exchange Act of 1934, as amended. 

The“Board” means the Board of Directors of the Company. 

Unless otherwise expressly defined in an agreement between the Company andan employee, “Cause” shall mean that an employee has (a) committed an intentional act of fraud, embezzlement or theft in the course of his or her employment or otherwise engaged in any intentional misconduct that is materiallyinjurious to the Company’s (or an Affiliate’s) financial condition or business reputation; (b) committed intentional damage to the property of the Company (or an Affiliate) or committed intentional wrongful disclosure of confidentialinformation that is materially injurious to the Company’s (or an Affiliate’s) financial condition or business reputation; or (c) intentionally refused to perform the material duties of his or her position. 

The “Code” means the Internal Revenue Code of 1986, as amended, or any successor code thereto. 

The “Committee” means the Compensation Committee of the Board of Directors of the Company. 

The “Company” means NBC Capital Corporation. 

“Covered Employee” means an employee who is a “covered employee” within the meaning of Section 162(m) of the Code. 

“Eligible Employee” means a regular full-time or part-time employee of the Company and its Affiliates, including officers and directors of suchAffiliates, whether or not under direction of the Company. 

“Fair Market Value” means the value of a share of Stock on aparticular date determined by such methods or procedures as may be established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock as of any date is the closing price for the Stock as reported on theAmerican Stock Exchange (or on any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the next preceding date for which a closing price wasreported. 

“Incentive Option” means an Option that by its terms is to be treated as an “incentive stock option” withinthe meaning of Section 422 of the Code. 

“Incentives” means awards made under this Plan of any of the following, or anycombination of the following: (a) Options (including both Incentive Options and Nonstatutory Stock Options); (b) Stock Appreciation Rights; (c) Restricted Stock; and (d) Performance Shares. 

“Nonstatutory Stock Option” means any Option that is not an Incentive Option. 

“Option” means an option to purchase one or more shares of the Company’s Stock. 

 

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“Participant” means any holder of an Incentive awarded under the Plan. 

“Performance Criteria” means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals fora Participant for a Performance Period. The Performance Criteria used to establish Performance Goals are limited to: pre- or after-tax net earnings, deposit, loan or fee growth, net interest income, return on net assets, return on shareholders’equity, return on assets, return on capital, stock price growth, shareholder returns, gross or net profit margin, earnings per share, price per share of stock, and market share, any of which may be measured either in absolute terms or as compared toany incremental increase or as compared to results of a peer group. In the case of Qualified Performance-Based Incentives, the Committee will, within the time prescribed by Section 162(m) of the Code, objectively define the manner ofcalculating the Performance Criteria it selects to use for such Performance Period for recipients of such Incentives. 

“PerformanceGoals” means, for a Performance Period, the written goals established by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, thePerformance Goals may be expressed in terms of overall Company performance or the performance of an Affiliate or Participant. 

“Performance Period” means the one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of one or more Performance Goals will be measured for purposes ofdetermining a Participant’s right to, and the payment of, an Incentive. 

“Performance Shares” shall mean contingent awardsgranted by the Committee in shares of Stock, cash or any combination of Stock and Stock and cash, with such awards only paid if the Company, an Affiliate, or Division specified by the Committee meets Performance Goals established by the Committee.

“Plan” shall refer to the Long-Term Incentive Compensation Plan described in this document. 

“Qualified Performance-Based Incentives,” means awards of Incentives intended to qualify as “performance-based compensation” underSection 162(m) of the Code. 

“Restricted Stock,” means shares of Stock granted to a Participant subject to a Risk ofForfeiture. 

“Restriction Period” means the period of time, established by the Committee in connection with an award ofRestricted Stock, during which the shares of Restricted Stock are subject to a Risk of Forfeiture described in the applicable award agreement. 

“Risk of Forfeiture” means a limitation on the right of the Participant to retain Restricted Stock, including a right in the Company to reacquire shares of Restricted Stock at less than their then Fair Market Value, arisingbecause of the occurrence or non-occurrence of specified events or conditions. 

“Stock” shall refer to one or more shares of theCompany’s common stock. 

“Stock Appreciation Right” means a right to receive any excess in the Fair Market Value of sharesof Stock over a specified exercise price. 

 
**2.*Incentives*
Incentives under the Plan may begranted in any one or a combination of (a) Incentive Options (or other statutory stock option); (b) Nonstatutory Stock Options; (c) Stock Appreciation Rights; (d) Restricted Stock; and (e) Performance Shares. All Incentivesshall be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Committee, except that the provisions of this Plan shall not apply retroactively to any Incentive issued before theeffective date of this Plan. Determinations by the Committee under the Plan (including, without limitation, determinations as to the Eligible Employees; the form, amount and timing of Incentives; and the terms and provisions of agreements evidencingIncentives) need not be uniform and may be made selectively among Eligible Employees who receive, or are eligible to receive, Incentives, whether or not such Eligible Employees are similarly situated. 

 

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**3.*Administration*
(a) Compensation Committee.The Plan shall be administered by the Compensation Committee. No person who makes or participates in making an award under this Plan, whether as a member of the Committee, a delegate of the Committee, or in any other capacity, shall make orparticipate in making an award to himself or herself. No director or person acting pursuant to the authority delegated by the Committee shall be liable for any action or determination relating to or under the Plan made in good faith. 

(b) Powers of Committee. The Committee will have full discretionary power to administer the Plan in all of its details, subject to applicablerequirements of law. For this purpose, in addition to all other powers provided by this Plan, the Committee’s discretionary powers will include, but will not be limited to, the following discretionary powers: 

(1) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;

(2) To interpret the Plan; 

(3) To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan, and the determination of whether a worker is an Eligible Employee shall be made in the sole and exclusivediscretion of the Committee; 

(4) To appoint such agents, counsel, accountants, consultants and other persons as may berequired to assist in administering the Plan; 

(5) To delegate some or all of its power and authority to the Chief Executiveofficer, other senior members of management, or committee or subcommittee, as the Committee deems appropriate. However, the Committee may not delegate its authority with regard to any matter or action affecting an officer subject to Section 16of the Securities Exchange Act of 1934; 

(6) To impose such restrictions and limitations on any awards granted under thePlan as it may deem advisable, including, but not limited to share ownership or holding period requirements and requirements to enter into or to comply with confidentiality agreements and, to the extent allowed by law, non-competition and otherrestrictive or similar covenants. 

(7) To correct any defect, supply any omission or reconcile any inconsistency in the Planor any award made under the Plan in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency; and 

(8) If the Committee determines that the amendment of an Incentive awarded under this Plan is in the best interest of a Participant, toamend any such Incentive without the consent of the Participant. 

Any determination by the Committee or its delegate(s) shall be final,binding and conclusive on all persons, in the absence of clear and convincing evidence that the Committee or its delegates(s) acted arbitrarily and capriciously. 

(c) Vesting Period. If applicable, the Committee shall determine the vesting period for Incentives granted under this Plan and shall specify such vesting period in writing in making an award of an Incentiveunder this Plan. 

(d) Documentation of Award of Incentive. Each Incentive awarded under this Plan shall be evidenced in such writtenform, as the Committee shall determine. Each award may contain terms and conditions in addition to those set forth in the Plan. 

 
**4.***Eligibility/Forfeiture in the Event of Termination for Cause*
(a) Eligibility. Eligible Employees may receive Incentives under this Plan. Those directors who are not regular employees of the Company are not eligible to receive Incentives. 

(b) Forfeiture. If the Company or one of its Affiliates terminates an Eligible Employee for Cause, the Board, by written resolution, may, to thefullest extent allowed by law, cancel and/or cause the forfeiture of any unvested and/or unexercised Option and any unvested or unpaid Stock Appreciation Right, unvested Performance Share, or Restricted Stock awarded to such Eligible Employee.

 

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**5.***Qualified Performance-Based Incentives*
(a)Applicability. This section will apply only to Covered Employees, or to those persons whom the Committee determines are reasonably likely to become Covered Employees in the period covered by an Incentive. The Committee may, in its discretion,select particular Covered Employees to receive Qualified Performance-Based Incentives. The Committee may, in its discretion, grant Incentives (other than Qualified Performance-Based Incentives) to Covered Employees that do not satisfy therequirements of this section. 

(b) Purpose. As to any Covered Employee or person likely to become a Covered Employee during theperiod covered by an Incentive, the Committee shall have the ability to qualify any of the Incentives as “performance-based compensation” under Section 162(m) of the Code. If the Committee, in its discretion, decides to grant anIncentive as a Qualified Performance-Based Incentive, the provisions of this section will control over any contrary provision contained in the Plan. In the course of granting any Incentive, the Committee may specifically designate the Incentive asintended to qualify as a Qualified Performance-Based Incentive. However, no Incentive shall be considered to have failed to qualify as a Qualified Performance-Based Incentive solely because the Incentive is not expressly designated as a QualifiedPerformance-Based Incentive, if the Incentive otherwise satisfies the provisions of this section and the requirements of Section 162(m) of the Code and the regulations there under applicable to “performance-based compensation.”

(c) Authority. All grants of Incentives intended to qualify as Qualified Performance-Based Incentives shall be made by theCommittee or, if all of the members thereof do not qualify as “outside directors” within the meaning of applicable IRS regulations under Section 162 of the Code, by a subcommittee of the Committee consisting of such of the members ofthe Committee who do so qualify. Any action by such a subcommittee shall be considered the action of the Committee for purposes of the Plan. The Committee (or subcommittee, if necessary) shall also determine the terms applicable to QualifiedPerformance-Based Incentives. 

(d) Discretion of Committee. Options may be granted as Qualified Performance-Based Incentives. Theexercise price of any Option intended to qualify as a Qualified Performance-Based Incentive shall in no event be less that the Fair Market Value on the date of the grant of the Stock covered by the Option. With regard to other Incentives intended toqualify as Qualified Performance-Based Incentives, the Committee will have full discretion to select the length of any applicable Restriction Period or Performance Period. Additionally, the Committee shall have full discretion to establish thePerformance Criteria, the kind and/or level of the applicable Performance Goal, and whether the Performance Goal is to apply to the Company, Affiliate or Division or to the individual. Any Performance Goal or Goals applicable to QualifiedPerformance-Based Incentives shall be objective, shall be established not later than ninety (90) days after the beginning of any applicable Performance Period (or at such other date as may be required or permitted for “performance-basedcompensation” under Section 162(m) of the Code), and shall otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the outcome of the Performance Goal or Goals be substantially uncertain (asdefined in the regulations under Section 162(m) of the Code) at the time established. 

(e) Payment of Qualified Performance-BasedIncentives. A Participant will be eligible to receive payment under a Qualified Performance-Based Incentive that is subject to achievement of a Performance Goal or Goals only if the applicable Performance Goal or Goals are achieved within theapplicable Performance Period, as determined by the Committee. In determining the actual size of an individual Qualified Performance-Based Incentive, the Committee may reduce or eliminate the amount of the Qualified Performance-Based Incentiveearned for the Performance Period, if, in its sole and absolute discretion, such reduction or elimination is appropriate. 

(f)Limitation of Adjustments for Certain Events. No adjustment of any Qualified Performance-Based Incentive shall be made except on such basis, if any, as will not cause such Incentive to provide other than “performance-basedcompensation” within the meaning of Section 162(m) of the Code. 

 

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**6.***Shares Available for Incentives and Limits on Incentives*
(a) Maximum Shares. Subject to adjustment as provided in this Section 6, there is hereby reserved for issuance under the Plan up to 750,000 shares of Stock of the Company. If shares of Stock of the Company are split, then thenumber of shares reserved for issuance under the Plan shall be automatically adjusted to reflect such a stock split. 

(b) Limit on anIndividual’s Incentives. In any given year, no Eligible Employee may receive Incentives covering more than 20% of the aggregate number of shares, which may be issued pursuant to the Plan. Except as may otherwise be permitted by the Code,Incentive Options granted to an Eligible Employee during one calendar year shall be limited as follows: at the time the Incentive Options are granted, the Fair Market Value of the Stock covered by Incentive Options first exercisable by an EligibleEmployee in any calendar year may not, in the aggregate, exceed $100,000. The maximum Qualified Performance-Based Incentive payment to any one Participant under the Plan for a Performance Period is 20% of the aggregate number of shares that may beissued pursuant to the Plan, or if the Qualified Performance-Based Incentive is paid in cash, that number of shares multiplied by the Fair Market Value of the Stock as of the date the Qualified Performance-Based Incentive is granted. 

(c) Source of Shares. Shares under this Plan may be delivered by the Company from its authorized but unissued shares of Stock or from Stock heldin the Company treasury. To the extent that shares of Stock subject to an outstanding award under the Plan are not issued by reason of forfeiture, termination, surrender, cancellation, or expiration while unexercised; by reason of the tendering orwithholding of shares to pay all or a portion of the exercise price or to satisfy all or a portion of the tax withholding obligations relating to the award; by reason of being settled in cash in lieu of shares or settled in a manner that some or allof the shares covered by the award are not issued to the Participant; or being exchanged for a grant under the Plan that does not involve Stock, then such shares shall immediately again be available for issuance under the Plan, unless suchavailability would cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange Act of 1934, or any other applicable law or regulation. 

(d) Recapitalization Adjustment. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in thecorporate structure or shares of the Company, the Committee shall make such adjustment, if any, as it may deem appropriate in the number and kind of shares authorized by the Plan; in the number and kind of shares covered by Incentives granted; inthe price of Options; and in the Fair Market Value of Stock Appreciation Rights. No adjustment under this section or any other part of this Plan shall be made if: (1) it would cause an Incentive granted under this Plan as a QualifiedPerformance-Based Incentive to fail under Code 162(m), or (2) it would cause an Incentive granted as Incentive Option to fail to meet the criteria for Incentive Option. 

 
**7.***Options*
The Committee may grant options qualifyingas Incentive Options under the Code, other statutory options under the Code, and Nonstatutory Options. Such Options shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Option Price. The option price per share with respect to each Option shall be determined by the Committee, but shall not beless than 100% of the Fair Market Value of the Company’s Stock on the date the Option is granted; provided, however, that in the case of an Incentive Option granted to an Eligible Employee who, immediately prior to such grant, owns stock(either common or preferred) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a subsidiary of the Company, the option price shall not be less than one hundred ten percent(110%) of the fair market value on the date of grant. 

(b) Period of Option. The period of each Option shall be fixed by theCommittee but shall not exceed ten (10) years. 

(c) Payment. The Option price shall be payable in cash at the time the Optionis exercised; provided, however, that in lieu of such cash the person exercising the Option may pay the option price in whole or in part by delivering Stock having a fair market value on the date of exercise of the Option equal to the option pricefor the shares being purchased. No shares shall be issued until full payment for such shares has been made. A grantee of an Option shall have none of the rights of a shareholder until the shares are issued. 

 

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(d) Exercise of Option. So long as an Option grantee remains employed by the Company, the sharescovered by an Option may be purchased in such installments and on such exercise dates as the Committee or its delegate may determine. In no event shall any Option be exercisable after its specified expiration period. 

(e) Termination of Employment. Upon the termination of an Option grantee’s employment (for any reason other than retirement, death or Cause)Option privileges shall be limited to the shares that were immediately exercisable at the date of such termination. The Committee, however, in its discretion, may provide that any Options outstanding but not yet exercisable upon the termination ofan Option grantee’s employment may become exercisable in accordance with a schedule to be determined by the Committee. Such Option privileges shall expire unless exercised or surrendered under a Stock Appreciation Right within such period oftime after the date of termination of employment as may be established by the Committee, but in no event later than the expiration date of the Option. Incentive Options must, however, be exercised no later than three months after termination ofemployment, unless the Option grantee is disabled, in which case this three month period is extended to one year. If a Participant’s employment or consulting assignment is terminated for Cause, all rights under the Option shall expire upon theParticipant’s receipt of the notice of such termination. 

(f) Retirement. Upon retirement of an Option grantee, Optionprivileges shall apply to those shares immediately exercisable at the date of retirement. The Committee, however, in its discretion, may provide that any Options outstanding but not yet exercisable upon the retirement of an Option grantee may becomeexercisable in accordance with a schedule to be determined by the Committee. Option privileges shall expire unless exercised within such period of time as may be established by the Committee but in no event later than the expiration data of theOption. 

(g) Death. Upon the death of an Option grantee, Option privileges shall apply to those shares that were immediatelyexercisable at the time of death. The Committee, however, in its discretion, may provide that any Options outstanding but not yet exercisable upon the death of an Option grantee may become exercisable in accordance with a schedule to be determinedby the Committee. Such privileges shall expire unless exercised by legal representatives within a period of time as determined by the Committee but in no event later than the expiration date of the Option. 

(h) Divorce. Incentive Stock Options transferred incident to divorce will cease to be statutory stock options on transfer. 

(i) Cancellation of Options with No Value. Any person who receives a grant of Options under this Plan may be required, at the time the Options areawarded, to sign a consent allowing the Board, in its discretion, to cancel the Options if their Fair Market Value decreases such that their exercise price is significantly above their Fair Market Value. 

 
**8.***Stock Appreciation Rights*
The Committee may, inits discretion, grant Stock Appreciation Rights either singly or in combination with an underlying Option granted hereunder. Such Stock Appreciation Rights shall be subject to the following terms and conditions and such other terms and conditions asthe Committee may prescribe: 

(a) Time and Period of Grant. If a Stock Appreciation Right is granted with respect to an underlyingOption, it may be granted at the time of the Option or at any time thereafter but prior to the expiration of the Option. If a Stock Appreciation Right is granted with respect to an underlying Option, at the time the Stock Appreciation Right isgranted, the Committee may limit the exercise period for such Stock Appreciation Right, before and after which period no Stock Appreciation Right shall attach to the underlying Option. In no event shall the exercise period for a Stock AppreciationRight exceed the exercise period for such Option. If a Stock Appreciation Right is granted without an underlying Option, the Committee shall set the period for exercise of the Stock Appreciation Right. 

(b) Value of Stock Appreciation Right. If a Stock Appreciation Right is granted with respect to an underlying Option, the grantee will be entitledto surrender the Option that is then exercisable and receive in exchange an amount equal to the excess of the Fair Market Value of the Stock on the date the election to surrender is received by the Company over the Option price multiplied by thenumber of shares covered by the Options that are surrendered. If a Stock Appreciation Right is granted without an underlying Option, the grantee will receive upon exercise of the 

 

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Stock Appreciation Right an amount equal to or exceeding the Fair Market Value of the Stock on the date the election to surrender such Stock AppreciationRight is received by the Company over the Fair Market Value of the Stock on the date of grant multiplied by the number of shares covered by the grant of the Stock Appreciation Right. 

(c) Payment of Stock Appreciation Right. Payment of a Stock Appreciation Right shall be in the form of shares of Stock, cash, or any combinationof Stock and Stock and cash. The form of payment upon exercise of such a right shall be determined by the Committee either at the time of grant of the Stock Appreciation Right or at the time of exercise of the Stock Appreciation Right. 

 
**9.*Performance Shares*
The Committee may grantPerformance Shares to any Eligible Employee selected by the Committee in its sole discretion. Such Performance Shares shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Performance Period and Performance Goals. In granting Performances Shares, the Committee shall determine and specify thePerformance Period. The Committee shall also establish Performance Goals to be met by the Company or Affiliate during the Performance Period as a condition to payment of the Performance Share grant. The Performance Goals may include minimum andoptimum objectives or a single set of objectives. 

(b) Payment of Performance Shares. The Committee shall establish the method ofcalculating the amount of payment to be made under a Performance Share grant if the Performance Goals are met, including the fixing of a maximum payment. The Performance Share grant shall be expressed in terms of shares of Stock. After thecompletion of a Performance Period, the performance of the Company or Affiliate shall be measured against the Performance Goals, and the Committee shall determine whether all, none or any portion of a Performance Share grant shall be paid. TheCommittee, in its discretion, may elect to make payment in shares of Stock, cash or a combination of Stock and Stock and cash. Any cash payment shall be based on the Fair Market Value of Performance Shares on, or reasonably close to, the date ofpayment. 

(c) Revision of Performance Goals. At any time prior to the end of a Performance Period, the Committee may revise thePerformance Goals and the computation of payment if unforeseen events occur that have a substantial effect on the performance of the Company or Affiliate and that in the judgment of the Committee make the application of the Performance Goals unfairunless a revision is made. 

(d) Requirement of Employment. A grantee of Performance Shares must remain in the employment of theCompany until the completion of the Performance Period in order to be entitled to payment under the Performance Share grant. However, the Committee may, in its sole discretion, provide for a partial payment where such an exception is deemedequitable. 

(e) Dividends. The Committee may, in its discretion, at the time of the granting of Performance Shares, provide that anydividends declared on the Stock during the Performance Period, and that would have been paid with respect to Performance Shares had they been owned by a grantee, be (i) paid to the grantee, or (ii) accumulated for the benefit of thegrantee and used to increase the number of Performance Shares of the grantee. 

 
**10.***Restricted Stock*
The Committee may awardRestricted Stock to a grantee. All shares of Restricted Stock granted shall be subject to a Risk of Forfeiture as determined by the Committee, and shall additionally be subject to the following terms and conditions and such other terms andconditions as the Committee may prescribe: 

(a) Requirement of Employment. A grantee of Restricted Stock must remain in theemployment of the Company during the Restriction Period in order to retain the shares of Restricted Stock. If the grantee leaves the employment of the Company prior to the end of the Restriction Period, the Restricted Stock award shall terminate andthe shares of Stock shall be returned immediately to the Company. However, the Committee may, at the time of the grant, allow the employment restriction to lapse with respect to a portion or portions of the Restricted Stock at different times duringthe Restriction Period. The Committee may, in its discretion, also provide for such complete or partial exceptions to the employment restriction, as it deems equitable. 

 

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(b) Restrictions on Transfer and Legend on Stock Certificates. During the Restriction Period, thegrantee may not sell, assign, transfer, pledge, or otherwise dispose of the shares of Stock except as expressly permitted in this Plan. Each certificate for shares of Stock issued hereunder shall contain a legend giving appropriate notice of therestrictions in the grant. 

(c) Escrow Agreement. The Committee may require the grantee to enter into an escrow agreement providingthat the certificates representing the Restricted Stock award will remain in the physical custody of an escrow holder until all restrictions are removed or expire. 

(d) Lapse of Restrictions. All restrictions imposed on the Restricted Stock shall lapse upon the expiration of the Restriction Period if the conditions of the grant have been met. The grantee shall then beentitled to have the legend removed from the certificates. 

(e) Dividends. The Committee shall, in its discretion, at the time theRestricted Stock is awarded, provide that any dividends declared on the Stock during the Restriction Period shall either be (i) paid to the grantee, or (ii) accumulated for the benefit of the grantee and paid to the grantee only after theexpiration of the Restriction Period. 

 
**11*.**Acquisition and Change of Control Events*
(a)Definitions. 

(1) “Acquisition Event” shall mean: 

(i) any merger or consolidation of the Company with or into another entity as a result of which the Company’s Stock is converted intoor exchanged for the right to receive cash, securities of the other entity, or other property; or 

(ii) any exchange ofshares of the Company for cash, securities of another entity or other property pursuant to a statutory share exchange transaction. 

(2) “Change of Control Event” shall mean: 

(i) any merger, consolidation or share exchange that resultsin the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% ofthe combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; or 

(ii) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a“Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 35% or more of either (A) thethen-outstanding shares of Stock of the Company (the “Outstanding Company Stock”), or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the“Outstanding Company Voting Securities”). However, for purposes of this subsection (iii), the following acquisitions shall not give rise to a Change of Control event: (A) any acquisition directly from the Company, (B) anyacquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, or (D) any acquisition by any corporation pursuant to a transaction that results in allor substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such transaction beneficially owning, directly or indirectly, morethan 50% of the then-outstanding shares of Stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in suchtransaction (which shall include, without limitation, a corporation that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially thesame proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Stock and Outstanding Company Voting Securities, respectively; 

 

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(iii) any sale of all or substantially all of the assets of the Company; or 

(iv) the complete liquidation of the Company. 

(b) Effect on Options. 

(1) Acquisition Event. Upon the occurrence of anAcquisition Event (regardless of whether such event also constitutes a Change in Control Event), or the execution by the Company of any agreement with respect to an Acquisition Event (regardless of whether such event will result in a Change inControl Event), the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an Affiliate thereof). However, if such Acquisition Event alsoconstitutes a Change in Control Event, except to the extent specifically provided to the contrary in the instrument evidencing any Option or any other agreement between the Option holder and the Company, such assumed or substituted options shall beimmediately exercisable in full upon the occurrence of such Acquisition Event. For purposes of this section, an Option shall be considered to be assumed if, following consummation of the Acquisition Event, the Option confers the right to purchase,for each share of Stock subject to the Option immediately prior to the consummation of the Acquisition Event, the consideration (whether cash, securities or other property) received as a result of the Acquisition Event by holders of Stock for eachshare of Stock held immediately prior to the consummation of the Acquisition Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock). However, ifthe consideration received as a result of the Acquisition Event is not solely Stock of the acquiring or succeeding corporation (or an Affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for theconsideration to be received upon the exercise of Options to consist solely of Stock of the acquiring or succeeding corporation (or an Affiliate thereof) equivalent in Fair Market Value to the per share consideration received by holders ofoutstanding shares of Stock as a result of the Acquisition Event. Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an Affiliate thereof), does not agree to assume such Options, or substitute equivalent options for suchOptions, then the Board shall, upon written notice to the Option holders, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Acquisition Event and will terminate immediately prior to theconsummation of such Acquisition Event, except to the extent exercised by the Option holders before the consummation of such Acquisition Event. However, in the event of an Acquisition Event under the terms of which holders of Stock will receive uponconsummation thereof a cash payment for each share of Stock surrendered pursuant to such Acquisition Event (the “Acquisition Price”), then the Board may instead provide that all outstanding Options shall terminate upon consummation of suchAcquisition Event and that each Option holder shall receive, in exchange thereof, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Stock subject to such outstanding Options(whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options. 

(2) Change in ControlEvent that is not an Acquisition Event. Upon the occurrence of a Change in Control Event that does not also constitute an Acquisition Event, except to the extent specifically provided to the contrary in the instrument evidencing any Option orany other agreement between a Participant and the Company, all Options then-outstanding shall automatically become immediately exercisable in full. 

(c) Effect on Restricted Stock. 

(1) Acquisition Event that is not a Change in Control Event. Uponthe occurrence of an Acquisition Event that is not a Change in Control Event, the repurchase and other rights of the Company under each outstanding grant of Restricted Stock shall inure to the benefit of the Company’s successor and shall applyto the cash, securities or other property into which the Stock was converted or for which it was exchanged pursuant to such Acquisition Event in the same manner and to the same extent as such rights applied to the Stock subject to such RestrictedStock award. 

 

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(2) Change in Control Event. Upon the occurrence of a Change in Control Event(regardless of whether such event also constitutes an Acquisition Event), except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock award or any other agreement between a holder of a RestrictedStock award and the Company, all restrictions and conditions on all Restricted Stock awards then outstanding shall automatically be deemed terminated or satisfied. 

(d) Effect on Other Awards. 

(1) Acquisition Event that is not a Change in ControlEvent. The Board shall specify the effect of an Acquisition Event that is not a Change in Control Event on any other Incentive granted under the Plan at the time of the grant of such Incentive. 

(2) Change in Control Event. Upon the occurrence of a Change in Control Event (regardless of whether such event also constitutes anAcquisition Event), except to the extent specifically provided to the contrary in the instrument evidencing any other Incentive or any other agreement between an Incentive holder and the Company, all other Incentives shall become exercisable,realizable or vested in full, or shall be free of all conditions or restrictions, as applicable to each such Incentive. Additionally, upon the occurrence of a Change in Control Event (regardless of whether such event also constitutes an AcquisitionEvent), all Performance Shares or other performance-based awards shall be immediately payable based upon the extent, as determined by the Committee, to which the Performance Goals for the Performance Period then in progress have been met up throughthe date of the Change in Control or based on 100% of the value on the date of grant of the Performance Shares or other performance-based award, if such amount is higher. 

 
**12*.**Discontinuance or Amendment of the Plan*
The Boardmay discontinue the Plan at any time and may from time to time amend or revise the terms of the Plan as permitted by applicable statutes, except that it may not revoke or alter, in a manner unfavorable to the grantees of any Incentives hereunder,any Incentives then outstanding, nor may the Board amend the Plan without shareholder approval where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange Act of 1934, or any otherapplicable law or regulation. No Incentive shall be granted under the Plan after December 31, 2015, but Incentives granted prior to such date may extend beyond the date. 

 
**13.***Nontransferability*
Incentive Options granted underthe Plan shall not be transferable except by will or the laws of descent and distribution. To the extent allowed by law, Nonstatutory Options may be transferable to certain family members or foundations for no value or other consideration. Eachother Incentive granted under the Plan may be transferable subject to the terms and conditions as may be established by the Committee in accordance with regulations promulgated under the Securities Exchange Act of 1934, or any other applicable lawor regulation. 

 
**14.*No Right of Employment*
The Plan and the Incentivesgranted hereunder shall not confer upon any Eligible Employee the right to continued employment with the Company or its Affiliates, or affect in any way the right of such entities to terminate the employment of an Eligible Employee at any time andfor any reason. **Neither shall the Plan and the Incentives granted hereunder confer on a consultant the right to continuation of his or her consulting agreement.**

 
**15.*Taxes*
The Company shall be entitled, at the timethe Company deems appropriate under the law then in effect, to withhold the amount of any tax attributed to any Incentive granted under the Plan. 

 
**16*.**Governing Law*
The provisions of this Plan and allawards made under this Plan shall be governed by and interpreted in accordance with the law of the State of Mississippi, without regard to applicable conflicts of law principles. 

 

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*17.**Miscellaneous*
The provisions of this Plan shall beseverable, and the invalidity of any particular provision of the Plan shall not cause the Plan as a whole to be invalid. 

Adopted by theBoard of Directors this 21st day of December 2005. 

 

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