EX-10.G






EXHIBIT 10(g)




BANCORPSOUTH, INC.

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

(Effective January 1, 2009)





 









 








BANCORPSOUTH, INC.

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

(Effective January 1, 2009)




TABLE OF CONTENTS




	 	 	 	 	 
	 
	 	 	 	 
	ARTICLE I PURPOSE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1   Affiliate
	 	 	1	 
	2.2   Beneficiary
	 	 	1	 
	2.3   Benefit Payment Date
	 	 	1	 
	2.4   Board or Board of Directors
	 	 	2	 
	2.5   Bonus
	 	 	2	 
	2.6   Committee
	 	 	2	 
	2.7   Compensation
	 	 	2	 
	2.8   Deferred Benefit Account or Account
	 	 	2	 
	2.9   Determination Date
	 	 	2	 
	2.10 Participant
	 	 	2	 
	2.11 Plan
	 	 	2	 
	2.12 Plan Year
	 	 	2	 
	2.13 Retirement Benefit
	 	 	2	 
	2.14 Specified Employee
	 	 	2	 
	2.15 Separation from Service or Separates from Service
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III ELIGIBILITY AND PARTICIPATION
	 	 	3	 
	 
	 	 	 	 
	ARTICLE IV DEFERRALS
	 	 	3	 
	 
	 	 	 	 
	4.1   Deferral of Compensation
	 	 	3	 
	4.2   Deferral of Bonus
	 	 	3	 
	4.3   Form of Deferral Election
	 	 	4	 
	 
	 	 	 	 
	ARTICLE V MAINTENANCE AND INVESTMENT OF DEFERRED BENEFIT ACCOUNTS
	 	 	4	 
	 
	 	 	 	 
	5.1   Establishment of Accounts
	 	 	4	 
	5.2   Status of Accounts
	 	 	4	 
	5.3   Investment Policy
	 	 	4	 
	5.4   Accounting
	 	 	5	 
	5.5   Valuation Notice
	 	 	5	 
	 
	 	 	 	 
	ARTICLE VI RETIREMENT BENEFITS
	 	 	5	 
	 
	 	 	 	 
	6.1   Form of Distribution
	 	 	5	 
	6.2   Benefit Payment Date
	 	 	5	 
	6.3   Optional Form of Benefit
	 	 	5	 
	6.4   Transitional Election
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VII DEATH BENEFITS
	 	 	6	 
	 
	 	 	 	 
	7.1   Beneficiary Designation
	 	 	6	 
	7.2   Death Benefit
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VIII PLAN ADMINISTRATION; TRANSITION RULES
	 	 	6	 
	 
	 	 	 	 
	8.1   Powers
	 	 	6	 
	8.2   Payments
	 	 	6	 
	8.3   Delegation of Administrative Authority
	 	 	7	 
	8.4   Claims
	 	 	7	 
	8.5   Small Benefits
	 	 	7	 
	8.6   Early Payments
	 	 	8	 






i









 






	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ARTICLE IX PARTICIPANTS’ RIGHTS
	 	 	8	 
	 
	 	 	 	 
	9.1   Spendthrift Provision
	 	 	8	 
	9.2   No Continued Employment
	 	 	8	 
	9.3   Obligation for Benefit Payments
	 	 	8	 
	9.4   Taxes
	 	 	8	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	9	 
	 
	 	 	 	 
	10.1 Termination of Plan
	 	 	9	 
	10.2 Funding
	 	 	9	 
	10.3 Inurement
	 	 	9	 
	10.4 No Effect on Other Benefits
	 	 	9	 
	10.5 Amendment and Modification
	 	 	9	 
	10.6 Governing Law
	 	 	10	 
	10.7 Construction
	 	 	10	 







ii











 





BANCORPSOUTH, INC.

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN




(Effective January 1, 2009)




     Whereas, BancorpSouth, Inc., a corporation organized and existing under the laws of the State
of Mississippi (the “Company”), presently maintains the BancorpSouth, Inc. Deferred Compensation
Plan, which was first adopted effective January 1, 1994 (the “Plan”);



     Whereas, such Plan constitutes a “deferred compensation” arrangement within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and must now be amended
to comply with the final regulations promulgated thereunder;



     Now Therefore, effective January 1, 2009, the Plan shall be amended and restated as follows:



ARTICLE I

PURPOSE




     The Plan is intended to be an unfunded deferred compensation arrangement for the benefit of
key management officers and employees of the Company and its Affiliates (as defined below), within
the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). As such,
this Plan is not intended to constitute an employee benefit plan under ERISA and is not intended to
be subject to the provisions of Parts 2, 3, and 4 of Title I of ERISA. In accordance with such
intent, any obligation of the Company or its Affiliates to pay benefits hereunder shall be deemed
to be an unsecured promise, and any right of a Participant (as defined below) or Beneficiary (as
defined below) to enforce such obligation shall be solely as a general creditor of the Company.
The Plan is not intended to constitute a qualified employee benefit plan within the meaning of Code
Section 401(a).



ARTICLE II

DEFINITIONS




     2.1 Affiliate means any corporation or other form of entity of which the Company owns,
directly or indirectly, 80% or more of the total combined voting power of all classes of stock or
other equity interests, provided that such entity is designated by the Committee as a participating
entity hereunder. The Affiliates designated as participating entities hereunder are set forth on
Exhibit A hereto, as the same may be amended from time to time.



     2.2 Beneficiary means the person, persons, entity or entities designated by a Participant in
accordance with Section 7.1 hereof to receive death benefits hereunder.



     2.3 Benefit Payment Date
means the date or dates on which a Participant’s Retirement Benefit is paid. A Participant’s
initial Benefit Payment Date shall be the date determined in accordance with Section 6.2. If a
Participant’s Retirement Benefit is paid in the form of installments, after the initial Benefit
Payment Date each succeeding payment date shall be the first business day of the month.



 









 





     2.4 Board or Board of Directors means the Board of Directors of the Company.



     2.5 Bonus means an amount payable to a Participant under a separate plan, policy, or program
maintained by the Company or an Affiliate. Incentive Bonus means a Bonus that satisfies the
requirements imposed under Code Section 409A and is designated as such by the Committee.



     2.6 Committee means the administrator of this Plan; the Compensation Committee of the Board
shall act as the Committee hereunder.



     2.7 Compensation means the base salary and any commission paid by the Company or an Affiliate
to a Participant for services to be rendered during a calendar year, but determined before
reduction for compensation deferred pursuant to this Plan or any other plan of deferred
compensation maintained by the Company or an Affiliate, including any such plan maintained in
accordance with Code Section 401(k) or Code Section 125. For this purpose, Compensation shall not
include the amount of any long-term disability benefit or any form of retirement or deferred
compensation payment distributed from a plan or arrangement sponsored by the Company or an
Affiliate or any form of severance benefit paid by the Company or an Affiliate.



     2.8 Deferred Benefit Account or Account means one or more accounts maintained on the books of
the Company with respect to each Participant hereunder.



     2.9 Determination Date means the Annual Determination Date and such other dates as may be
designated, from time to time, by the Committee. Annual Determination Date means the last day of
the Plan Year. The designation of such Determination Dates need not be uniform as to all Deferred
Benefit Accounts maintained hereunder.



     2.10 Participant means an executive officer, manager, or other key employee of the Company or
an Affiliate, each of whom is designated in accordance with Article III hereof.



     2.11 Plan means this BancorpSouth, Inc. Deferred Compensation Plan.



     2.12 Plan Year means the 12-month period beginning each January 1st and ending each December
31st.



     2.13 Retirement Benefit means a benefit payable as of a Participant’s Benefit Payment Date in
accordance with Article VI hereof.



     2.14 Specified Employee means any Participant who is a “key employee” (as defined in Code
Section 416(i) without regard to paragraph (5) thereof) of any Employer that is a corporation whose
stock is publicly traded on an established securities market or otherwise, as determined by the
Committee in accordance with Code Section 409A. Status as a key employee shall be determined based
upon the 12-month period ending on each December 31st. Participants who are deemed key employees
as of a December 31st shall be considered Specified Employees hereunder during the 12-month period
commencing on the following April 1st.



     2.15 Separation from Service or Separates from Service means the later of the date on which
(a) a Participant’s employment with the Company and its Affiliates ceases, or (b) the



2









 




Company and such Participant reasonably anticipate that the Participant will perform no further services for
the Company and its Affiliates, whether as an Employee or an independent contractor.
Notwithstanding the foregoing, a Participant shall be deemed to incur a Separation from Service if
he or she continues to provide services to the Company or Affiliate, provided such services are not
more than 20% of the average level of services performed by such Participant, whether as an
Employee or independent contractor, during the immediately preceding 36-month period.




ARTICLE III

ELIGIBILITY AND PARTICIPATION




     Participants hereunder shall be executive officers, managers, and other key employees of the
Company or an Affiliate, who may be designated individually or by groups or categories, in the
discretion of the Committee. The Committee shall notify each executive officer, manager, or other
key employee of his or her eligibility to participate in this Plan. Participation shall commence
upon the execution of a Schedule A or similar agreement as provided herein.



ARTICLE IV

DEFERRALS




     4.1 Deferral of Compensation. A Participant shall be entitled to elect to defer a percentage of his or her Compensation
in accordance with the following rules:




	 	a.	 	During the 30-day period immediately following receipt of an initial notice of
participation in accordance with Article III hereof; such election shall be effective
with respect to Compensation payable for services performed after such election is
received and accepted by the Committee; and
	 
	 	b.	 	During the 30-day period immediately preceding the first day of each Plan Year
(or such shorter period permitted by the Committee); such election shall be effective
with respect to Compensation payable for services rendered during such Plan Year.





     4.2 Deferral of Bonus. A Participant shall be entitled to elect to defer a percentage of his
or her Bonus pursuant to a separate election on Schedule A hereto, subject to the following rules:




	 	a.	 	Subject to the approval of the Committee, during the 30-day period immediately
following receipt of an initial notice of participation in accordance with Article III
hereof; or
	 
	 	b.	 	At the time prescribed under Section 4.1b hereof.




As to an Incentive Bonus, a Participant shall be entitled to elect to defer a percentage of such
Bonus not later than the date that is at least six months prior to the date on which the
performance or similar period applicable to such Bonus expires or during such other election period
as may be designated by the Committee.



3









 







     4.3 Form of Deferral Election. An election to defer Compensation or Bonus hereunder shall be
made, in writing, and shall be irrevocable during the Plan Year with respect to which the election
relates. The Committee, in its discretion, may further limit the amount of Compensation or Bonus
subject to deferral hereunder, may prescribe a minimum deferral amount, may designate additional
forms of remuneration for deferral under the Plan, may permit multiple Benefit Payment Dates or
forms of payment with respect to amounts deferred hereunder, and may adopt such additional
procedures as the Committee deems necessary or appropriate.



ARTICLE V

MAINTENANCE AND INVESTMENT OF

DEFERRED BENEFIT ACCOUNTS




     5.1 Establishment of Accounts. The Company shall establish and maintain one or more Deferred
Benefit Accounts, which shall be credited with a Participant’s Compensation or Bonus deferred. A
Deferred Benefit Account may be administered as one or more subaccounts to facilitate (a) the
administration of a particular method of crediting income, gain, or losses, (b) the
administration of a particular method or time of payment, (c) the payment of installments, or (d)
for such other purpose as the Committee may deem necessary or appropriate.



     5.2 Status of Accounts. An Account established hereunder shall be a bookkeeping entry only.
The establishment and maintenance of any such account shall not be deemed to create a trust or
other form of fiduciary relationship between the Company (or an Affiliate) and any Participant or
Beneficiary or otherwise create, for the benefit of any Participant or Beneficiary, an ownership
interest in or expectation of any specific asset of the Company (or of any Affiliate).



     5.3 Investment Policy. The Committee shall establish an investment policy with respect to
amounts credited to Accounts maintained hereunder, which policy shall be attached hereto as Exhibit
B. Such policy may provide for the aggregation and investment of all Accounts, for the investment
of such accounts in accordance with the specifications of each Participant, or for a combination
thereof. Such determination shall be made in the sole discretion of the Committee and need not be
uniform as to all Accounts maintained hereunder.



     If the Committee determines that the Accounts shall be aggregated for investment purposes, the
Committee, in its discretion, shall direct the manner in which gain or loss is determined
hereunder. The exercise of such discretion may include, but shall not be limited to, the
appointment of an investment advisor or discretionary trustee to direct the investment and
reinvestment of amounts credited to the Accounts.



     If the Committee permits Participants to provide investment specifications with respect to
Accounts maintained hereunder, such specifications shall be deemed to be advisory only and shall
not bind the Company, an Affiliate, or the Committee to acquire any specific property or to invest
the assets of any trust established in connection with this Plan in accordance therewith. Such
specifications shall relate to investment in the types of property, including open or closed end
mutual funds, common or collective funds or other pooled or collective accounts, as may be
designated, from time to time, by the Committee. The Committee shall adopt rules governing



4









 




investment specifications hereunder, including, without limitation (a) the increments in which such
specifications shall be expressed, (b) the time or times at which changes can be made, (c)
distinctions between the investment of prospective contributions and existing balances, and (d)
such other procedures as the Committee may determine are necessary or appropriate. Such rules need
not be uniform as to all Participants and may be expressed in the form of written procedures or
informally, as administrative practices.




     If a Participant ceases to be an employee of the Company or an Affiliate for any reason, the
Committee, in its sole discretion, may direct that gain or loss credited to such Participant’s
Accounts be determined with respect to one or more investments designated by the Committee or may
permit such Participant or Beneficiary to continue to specify the investments in which his or her
Accounts are deemed to be invested. Such determination shall be made in the sole discretion of the
Committee and need not be uniform as to all Participants.



     5.4 Accounting. As of each Determination Date, a Participant’s Accounts or subaccounts, as
the case may be, shall be adjusted as follows:




	 	a.	 	There shall be credited to each Deferred Benefit Account maintained hereunder
the amount of any Compensation or Bonus deferred since the prior Determination Date.
	 
	 	b.	 	Interest, income, gain, or loss shall be credited (or charged) to the
Participant’s Accounts for the period since the immediately preceding Determination
Date.
	 
	 	c.	 	The Participant’s Accounts shall be reduced by any payment or other form of
distribution made since the immediately preceding Determination Date.





     5.5 Valuation Notice. At least as frequently as each Annual Determination Date, the Committee
(or its designee) shall furnish each Participant with a valuation notice, which shall include the
amounts credited to the Participant’s Accounts and the interest, income, gains, or losses allocated
to such Accounts since the immediately preceding Determination Date.



ARTICLE VI

RETIREMENT BENEFITS




     6.1 Form of Distribution. Unless otherwise elected on Schedule A, a Participant shall receive
his or her Retirement Benefit in the form of substantially equal monthly installments payable over
a period of ten years.



     6.2 Benefit Payment Date. A Participant’s Benefit Payment Date shall commence within 90 days
of his or her Separation from Service, provided, however, that a Specified Employee’s Benefit
Payment Date shall occur on the first day of the seventh month following Separation from Service.



     6.3 Optional Form of Benefit. Prior to his or her first deferral under Article IV, a
Participant may elect on Schedule A to receive his or her Retirement Benefit in the form of a lump
sum or in the form of monthly installments payable over a period of years not to exceed ten.



5









 





     6.4 Transitional Election Notwithstanding Section 6.2, a Participant with an account balance
as of October 31, 2008, who has not Terminated Employment may change his or her form of payment to
a lump sum or to a number of monthly installments payable over a period of five, seven or ten
years.



ARTICLE VII

DEATH BENEFITS




     7.1 Beneficiary Designation. A Participant shall be entitled to designate one or more
Beneficiaries on forms provided by the Committee. Any such designation may be modified by delivery
of a new designation to the Committee. Any designation or modification shall be effective upon its
receipt and acceptance by the Committee. If a Participant fails to designate a Beneficiary or if a
Participant’s designation cannot be administered, any death benefit payable hereunder shall be
paid:




	 	a.	 	First to the Participant’s spouse, if he or she survives the Participant by at
least ten days;
	 
	 	b.	 	Second, to the Participant’s estate, if the Participant is not survived by a
spouse.





     7.2 Death Benefit. If a Participant dies before his or her Account has been distributed, in
its entirety, the vested balance of such Account shall be distributed to the deceased Participant’s
Beneficiary in the form elected by the Participant as his or her Retirement Benefit.



ARTICLE VIII

PLAN ADMINISTRATION; TRANSITION RULES




     8.1 Powers. This Plan and all matters related thereto shall be administered by the Committee.
The Committee shall have the power and authority to interpret the provisions of this Plan and
shall determine all questions arising under the Plan including, without limitation, all questions
concerning administration, eligibility, the determination of benefits hereunder, and the
interpretation of any form or other document related to this Plan. In addition, the Committee
shall have the authority to prescribe, amend, and rescind rules and administrative procedures
relating to the operation of this Plan, to instruct any trustee as to the investment of any asset
held for the purposes described in Section 10.2, hereof, and to correct any defect, supply any
omission, or reconcile any inconsistency in this Plan.



     Any determination by the Committee need not be uniform as to all or any Participant hereunder.
Any such determination shall be conclusive and binding on all persons. The Committee shall engage
the services of such independent actuaries, accountants, attorneys, and other administrative
personnel as it deems necessary to administer the Plan.



     8.2 Payments. The Committee shall have the power and authority to finally determine the time
and amount of any distribution or withdrawal hereunder, subject to the provisions of this Plan.
The Committee shall direct the trustee of any trust established pursuant to Section 10.2, hereof,
in writing, as to any such distribution or withdrawal.



6









 





     8.3 Delegation of Administrative Authority. The Committee may delegate to one or more
officers or employees of the Company such power and authority as may be reasonably necessary to
perform ministerial functions under the Plan and to provide for the administration of Accounts
established hereunder.



     8.4 Claims. If a Participant (or Beneficiary) believes a benefit or distribution is due under
the Plan, he or she may request the distribution of such benefit, in writing, on forms acceptable
to the Committee. At such time, the Participant (or Beneficiary) will be given the information and
materials necessary to complete any request for the distribution of a benefit.



     If the request for distribution or withdrawal is disputed or denied by the Committee, the
following action shall be taken:




	 	a.	 	First, the Participant (or the Beneficiary) will be notified, in writing, of
the dispute or denial as soon as possible after receipt of the request for a
distribution. Typically, the Participant will be notified within 90 days after the
Committee receives his or her claims unless the Committee determines that special
circumstances require additional time. The Participant will be notified in writing if
an extension is necessary, and the notice of response will be due no more than 180 days
from initial submission of the claim.
	 
	 	b.	 	Second, the Participant (or the Beneficiary) shall be entitled to full review
of his or her request for a distribution. A Participant (or Beneficiary) desiring a
review of the dispute or denial must request such a review, in writing, not later than
60 days after the notification of the dispute or denial is received. During the
review, the Participant (or the Beneficiary) may be represented and will have the right
to inspect all documents pertaining to the dispute or denial.
	 
	 	c.	 	The Committee shall render its decision within 60 days after receipt of the
request for the review. In the event special circumstances require an extension of
time, the Committee shall notify the Participant (or Beneficiary), in writing, and the
decision shall be rendered no later than 120 days after the receipt of the request.





     Any decision by the by the Committee shall be made in writing and shall include the following
information:




	 	a.	 	The specific reasons for the action taken;
	 
	 	b.	 	Specific reference to the provisions of the Plan upon which the decision is
based;
	 
	 	c.	 	If the Participant is entitled to an appeal of such decision, a description of
any additional information necessary to present such appeal and an explanation of the
appeal procedures.





     8.5 Small Benefits. If the value of a Participant’s Account is not more than the applicable
dollar limit under Code Section 402(g), determined as of his or her initial Benefit Payment Date,
then notwithstanding any provision of this Plan to the contrary, the Committee shall distribute
such amount to such Participant, or his or her Beneficiary, in the form of a single-sum payment
within 90 days of such date, which distribution shall be in lieu of any benefit otherwise provided
hereunder.



7









 





     8.6 Early Payments. Notwithstanding any provision of this Plan to the contrary, the Committee
shall direct the distribution to any Participant in the form of an immediate single-sum payment all
or any portion of the amount then credited to a Participant’s affected Deferred Benefit Account if
an Adverse Determination is made with respect to such Participant. For this purpose, the term
“Adverse Determination” shall mean that, based upon Federal tax or revenue law, a published or
private ruling or similar announcement issued by the Internal Revenue Service, a regulation issued
by the Secretary of the Treasury, a decision by a court of competent jurisdiction, a closing
agreement made under Section 7121 of the Code that is approved by the Internal Revenue Service and
involves such Participant or a determination of counsel, a Participant has or will recognize income
for Federal income tax purposes with respect to any amount that is or will be payable under this
Plan before it is otherwise to be paid hereunder.



ARTICLE IX

PARTICIPANTS’ RIGHTS




     9.1 Spendthrift Provision. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber any amount
payable hereunder. No amount payable under this Plan shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debt, judgment, alimony, or separate maintenance
owed by a Participant or any other person. No amount payable under this Plan shall be transferable
by operation of law in the event of a Participant’s or other person’s bankruptcy or insolvency.



     9.2 No Continued Employment. No Participant shall have any right to continue in the employ of
the Company or an Affiliate for any period of time or any right to continue his or her present or
any other rate of compensation on account of participation in this Plan.



     9.3 Obligation for Benefit Payments. Notwithstanding any provision of this Plan to the contrary, the payment of benefits under
this Plan shall remain the obligation of the Company or the Affiliate who is the employer of a
Participant hereunder. In the event the Company or such Affiliate designates a third-party as the
payor of the benefits and the assets of such third-party are insufficient to meet the payment
obligations of the Company or Affiliate, such deficiency shall be paid by the Affiliate or the
Company, as the case may be.



     9.4 Taxes. The Company or an Affiliate or any third-party payor shall withhold from the
payment benefits hereunder any amount required to be withheld under applicable federal or state tax
laws.



8









 





ARTICLE X

MISCELLANEOUS




     10.1 Termination of Plan. The Board of Directors shall have the right, at any time, to
terminate this Plan. The Board shall provide written notice of such termination to each
Participant hereunder. As of the effective date of the termination hereunder:




	 	a.	 	No additional Participants shall be added to the Plan;
	 
	 	b.	 	All deferrals hereunder shall cease; provided that any deferral election in
effect as of the termination date shall be given effect in accordance with its terms.
	 
	 	c.	 	Amounts then credited to a Participant’s Deferred Benefit Account shall
continue to be invested or credited with interest in accordance with Section 5.3
hereof; and
	 
	 	d.	 	Distribution of a Participant’s Accounts shall be made at the time and in the
manner prescribed under Articles VI and VII hereof.





     10.2 Funding. The Company may establish a trust in connection with the adoption of this Plan.
Each year during the continuance of this Plan, the Committee may designate amounts or property to
be added to the trust on behalf of the Company or an Affiliate. The property comprising the assets
of such trust, including any insurance policy on the life of a Participant purchased by such trust
or contributed to such trust by the Company or an Affiliate, shall at all times remain the property
of such trust. The trustee of such trust shall distribute the assets comprising such trust in
accordance with the provisions and the trust agreement, all as instructed by the Committee, but in
no event shall such trustee distribute the assets of such trust to or for the benefit of the
Company or any Affiliate, except as provided in the trust agreement.



     No Participant or Beneficiary shall have the right to, or claim under or against, any
insurance policy on the life of the Participant obtained by the Company or an Affiliate or any
asset held in trust to help defray the cost incurred in providing benefits under this Plan. Any
such policy or other property shall be, and remain, a general, unpledged asset of the Company
or an Affiliate or the trust, as the case may be.



     10.3 Inurement. This Plan shall be binding upon and shall inure to the benefit of the Company
and each Participant hereto and their respective heirs, executors, administrators, successors, and
assigns.



     10.4 No Effect on Other Benefits. Any compensation paid or benefits provided to a Participant
shall be in addition to, and not in lieu of, the benefits provided to such Participant under this
Plan. Nothing in this Plan shall be construed as limiting, varying, or reducing the provision of
any benefit available to a Participant, such Participant’s estate, or Beneficiary pursuant to any
employment agreement, retirement plan, including any qualified pension or profit-sharing plan,
health, disability or life insurance plan, or any other form of agreement or arrangement between
the Company and/or an Affiliate and a Participant.



     10.5 Amendment and Modification. The Board of Directors of the Company may amend this Plan,
in its discretion. In addition, the Committee shall possess the authority to amend



9









 




the Plan, any Schedule A executed in connection with the Plan or any ancillary form or document related to the
Plan, to facilitate its administration, to ensure that the Plan is deemed an unfunded plan of
deferred compensation within the meaning of the Code or ERISA, or otherwise to comply or make
consistent with applicable law.




     Any amendment that adversely affects the amount then credited to a Participant’s Accounts
shall be effective only with the written consent of each such Participant. Notwithstanding the
foregoing, however, the consent of any Participant or Beneficiary shall not be required if the
Board of Directors or the Committee, as the case may be, reasonably determines that an amendment or
modification is necessary to ensure that amounts credited to a Participant’s Accounts are not
subject to Federal income taxation until withdrawn or distributed or to ensure that the Plan is
deemed to be unfunded or maintained for the benefit of a select group of management employees
within the meaning of ERISA.



     10.6 Governing Law. This Plan is governed by the internal laws of the State of Mississippi,
in all respects, including matters of construction, validity and performance.



     10.7 Construction. This Plan is intended to comply and shall be interpreted and construed in
a manner consistent with the provisions of Code Section 409A, including any rule or regulation
promulgated thereunder. In the event that any provision of the Plan would cause an amount deferred
hereunder to be subject to tax under the Code prior to the time such amount is paid to a
Participant, such provision shall, without the necessity of further action by the Board or the
Committee, be deemed null and void. This Plan is intended to be a restatement of the Prior
Plan for purposes of compliance with Code Section 409A and is not intended to increase any benefits
thereunder. This Plan shall not be construed to increase any benefits hereunder.



     THIS AMENDED AND RESTATED DEFERRED COMPENSATION PLAN was adopted by the Board of Directors on
                                        , 2008, to be effective as of the date first set forth above.



	 	 	 	 	 
	 	BANCORPSOUTH, INC.

 	 
	 	By:  	
 	 
	 	 	Its: 	 	 
	 	 	 	 



10









 






	 	 	 	 	 



BANCORPSOUTH, INC.

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN




EXHIBIT A

PARTICIPATING AFFILIATES





     Employees of the following Affiliates of the Company shall be eligible to participate in the
Plan, when designated in accordance with Article III thereof:



	 	 	 
	Affiliate	 	Federal Tax ID Number
	 
	 	 
	BancorpSouth Bank
	 	 
	 
	 	 
	BancorpSouth Insurance Services, Inc.
	 	 
	 
	 	 
	BancorpSouth Investment Service, Inc.
	 	 






11









 






BANCORP SOUTH, INC.

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN




EXHIBIT B

INVESTMENT POLICY




1. Purpose:




     This Investment Policy (the “Policy”) is intended to form a part of the BancorpSouth, Inc.
Deferred Compensation Plan (the “Plan”) and to be deemed incorporated therein by this reference.
This Investment Policy is adopted by the Committee pursuant to the power and authority granted to
it under Section 5.3 of the Plan. Capitalized terms used herein shall have the meanings ascribed
to them in the Plan.



2. Earnings:




     Participants shall not be permitted to direct the investment of their Accounts. Each
Participant’s Account shall be credited with interest effective June 30 and December 31 of each
calendar year. Interest shall be credited at the rate equal to the yield on the most
recently-issued U.S. Treasury Note with an original maturity of ten years or the most
recently-issued U.S. Treasury Note with an original maturity of one year, whichever is greater, as
quoted in The Wall Street Journal for the last business day of the calendar year.



3. Authority of the Committee:




     In addition to any power and authority granted to it under the Plan, the Committee or its
designee shall possess the authority to permit investment direction by Participants of their own
notional Accounts, increase or decrease the number of investment alternatives available hereunder,
substitute, add or remove any investment alternative available hereunder or restrict the person or
persons with respect to whom an investment alternative may be available. Such power and authority
need not be uniformly exercised as to all Participants in the Plan. The Committee may establish
additional investment policies and procedures with respect to investment specifications or amend
this policy, in its discretion, from time to time, provided that any investment offered under such
a policy shall conform to any laws applicable to investments actually made by the Company or an
Affiliate.



	 	 	 	 	 
	 
	 
	 	Authorized Representative of the Committee




Date: December       , 2008

 	 
	 	 	 
	 	 	 
	 	 	 
	 




12