CITIZENS HOLDING CO /MS/
CHANGE IN CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(D)
<SEQUENCE>4
<FILENAME>dex10d.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT
<TEXT>
<PAGE>

                                  EXHIBIT 10(d)



               Change In Control Agreement dated December 10, 2002

<PAGE>


                           CHANGE IN CONTROL AGREEMENT
                           ---------------------------

         This Agreement, made this 10th day of December, 2002, by and between
THE CITIZENS BANK OF PHILADELPHIA, MISSISSIPPI (referred to herein as
"Employer") and GREG L. MCKEE (referred to herein as "Employee").

                                   WITNESSETH:

         WHEREAS, the Employee will be employed by Employer as Chief Executive
Officer and President effective January 1, 2003;

         WHEREAS, the Employer recognizes the valuable services hereto to be
performed for it by Employee and wishes to entice Employee to continue said
employment;

         WHEREAS, the Employee wishes to be assured that he will be entitled to
a certain amount of additional compensation for some definite period of time
from and after any Change in Control of the Employer;

         WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Employer shall pay certain compensation to Employee after a
Change in Control of the Employer;

         WHEREAS, the Employee and the Employer have entered into this Change in
Control Agreement ("Agreement') which controls all issues relating to the
compensation to be paid by Employer to Employee in the event of a Change in
Control as herein described; and

         WHEREAS, the Employee and Employer acknowledge that this is not an
employment agreement and that Employee's employment with the Corporation is on
an at will basis only.

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the parties hereto agree as follows:

                                    Article 1
                                   Definitions

Whenever used within this Agreement, the following terms shall have the meanings
hereinafter set forth.

1.1      "Board of Directors" means board of directors of the Employer.

1.2      "Change in Control" means the earliest of the following events with
         respect to the Employer:

         (i)   The acquisition by any entity, person, or group of beneficial
               ownership, as that term is defined in Rule 13d-3 under the
               Securities Exchange Act of 1934, of more than fifty

                                        2

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               percent (50%) of the outstanding capital stock of Employer
               entitled to vote for the election of directors ("Voting Stock");

         (ii)  The effective time of (1) a merger or consolidation of Employer
               with one or more other corporations as a result of which the
               holders of the outstanding Voting Stock of Employer immediately
               prior to such merger hold less than fifty percent (50%) of the
               Voting Stock of the surviving or resulting corporation, or (2) a
               transfer of substantially all of the property of Employer other
               than to an entity of which Employer owns at least fifty percent
               (50%) of the Voting Stock; or

         (iii) The election to the Board of Directors of Employer, without the
               recommendation or approval of a majority of the incumbent Board
               of Directors of Employer, of directors constituting a majority of
               the number of directors of Employer then in office.

                                    Article 2
                                Term of Agreement

2.1      The term of this Agreement shall commence on January 1, 2003
         ("Effective Date") and end on the earlier of (i) the termination or
         resignation of Employee's employment with the Employer; or (ii) upon
         the payment of compensation by Employer to Employee in the event of a
         Change in Control pursuant to Article 4. Upon the termination of this
         Agreement, neither party shall have any further obligation hereunder.

                                    Article 3
                             Obligation of Employee

3.1      Employee's obligation under this Agreement shall be to perform the
         duties required of him as President and Chief Executive Officer of the
         Employer and such other duties as reasonably associated with such
         positions and as may be reasonably requested by the Board of Directors
         of the Employer.

                                    Article 4
                     Payment to Employee - Change in Control

4.1      Payment to Employee. In the event there is a Change in Control during
         the term of this Agreement, Employer shall make certain payments to the
         Employee as described below.

         (i)   Amount of Payment. Employer shall commence payments to Employee
               equal to 2.99 times the Employee's average annual compensation
               for the five calendar years immediately proceeding the year in
               which the Change in Control occurs. For purposes of this
               provision average annual compensation shall have the same meeting
               as "base amount" which is provided in Section 280G of the
               Internal Revenue Code

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               and accompanying regulations and includes all compensation
               includable in the Employee's gross income during the applicable
               period.

         (ii)  Internal Revenue Code of Limitations. Notwithstanding any
               provision of this Agreement to the contrary, if payments to
               Employee under this Agreement and/or any other payment or benefit
               from the Employer to Employee in connection with a Change in
               Control is subject (or would be subject to if Employee was
               considered as a "disqualified individual" under Code Section
               280G(c)) to the excise tax imposed under Code Section 4999 or any
               similar excise or penalty tax payable under any United States
               federal, state, local or other law, such payments or benefits
               shall be reduced to the extent necessary to avoid the excise tax
               (or to avoid such tax if Employee was considered as a
               "disqualified individual"). The determination of whether a
               reduction is required under this Section shall be made by the
               Employer's independent accountants, and, to the extent
               practicable, Employee shall be entitled to reasonably select the
               payments or property that will remain payable after the
               application of this Section. Employee shall be deemed to have
               forfeited any right to any payment or property that is subject to
               reduction hereunder, without requirement of further notice.

         (iii) Timing of Payments. Such payments shall be payable in twelve (12)
               equal monthly installments commencing on the first business day
               of the month next following the date of a Change in Control.

         (iv)  Mitigation of Payment. Employee shall not be required to
               terminate employment with the Employer in order to receive the
               benefits hereunder or to mitigate the amount of any payment
               provided for by this Agreement by seeking other employment or
               otherwise. In addition, any other amounts received by the
               Employee from the Employer or a successor company shall not
               mitigate the amount of any payment hereunder.

         (v)   Death of Employee. If the Employee shall die while any amounts
               would still be payable to him on an installment basis as provided
               in (a) above if he had continued to live, as a result of a Change
               in Control which occurred prior to his death and during the term
               of this Agreement, such amounts shall be paid in accordance with
               the terms of this Agreement to the Employee's designees or
               beneficiaries or, if there is no such designee or beneficiary, to
               the Employee's estate.

                                    Article 5
                                   Successors

5.1      Successors in Interest. This Agreement shall be binding upon any and
         all successors and assigns of the Employer.

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<PAGE>

                                    Article 6
                                  Miscellaneous

6.1      Waiver. The waiver by the Employer of a breach by Employee of any
         provision of this Agreement shall not be construed as a waiver of any
         subsequent breach by Employee.

6.2      Severability. If any clause, phrase, provision or portion of this
         Agreement or the application thereof to any person or circumstance
         shall be invalid or unenforceable under any applicable law, such event
         shall not effect or render invalid or unenforceable the remainder of
         this Agreement and shall not affect the application of any clause,
         provision, or portion hereof to other persons or circumstances.

6.3      Relevant Law. This Agreement shall be construed and enforced in
         accordance with the laws of the State of Mississippi.

6.4      Attorneys' Fees. Should either the Employer or Employee bring an action
         under this Agreement, the prevailing party will be entitled to
         reimbursement from the non-prevailing party as to attorney fees, filing
         fees and other such costs related to the enforcement of the terms of
         this Agreement.

6.5      Notices. All notices, requests, demands and other communications in
         connection with this Agreement shall be made in writing and shall be
         deemed to have been given when delivered by hand or 48 hours after
         mailing at any general or branch United States Post Office, by
         registered or certified mail, postage prepaid, addressed as follows, or
         to such other address as shall have been designated in writing by the
         addressee:

         (i)   If to the Employer:

               The Citizens Bank of Philadelphia, Mississippi
               P. O. Box 209
               Philadelphia, Mississippi 39350
               Attention: Mr. Steve Webb

         (ii)  If to the Employee:

               Greg L. McKee
               --------------------------
               Philadelphia, Mississippi 39350

6.6      Arbitration. Any dispute or controversy arising under or in connection
         with this Agreement shall be settled exclusively by arbitration. Such
         arbitration shall be conducted in the City of Jackson, Mississippi, in
         accordance with the Rules of American Arbitration Association.

                                        5

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6.7      Entire Agreement. This Agreement sets forth the entire understanding of
         the parties and supersedes all prior agreements, arrangements, and
         communications, whether oral or written, pertaining to the subject
         matter hereof; and this Agreement shall not be modified or amended
         except by written Agreement of the Employer and Employee.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.

                                  EMPLOYER:


                                  THE CITIZENS BANK OF PHILADELPHIA, MISSISSIPPI


                                  By: /s/ Steve Webb
                                      ------------------------------------------

                                  Title: Chief Executive Officer
                                         ---------------------------------------


                                  EMPLOYEE:


                                  /s/ Greg L. McKee
                                  ----------------------------------------------
                                  GREG L. MCKEE


                                  EMPLOYEE'S DESIGNATED BENEFICIARY:


                                  Linda L. McKee
                                  ----------------------------------------------


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