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                                                                    EXHIBIT 10.1

                       AMENDMENT TO STOCK BONUS AGREEMENT

         This Amendment to Stock Bonus Agreement ("Amendment") is entered into
between BancorpSouth, a Mississippi corporation (the "Company"), and James V.
Kelley ("Kelley") on this 24th day of July, 2000.

                                    RECITALS

         WHEREAS, the Company and Kelley entered into a Stock Bonus Agreement on
April 16, 2000 (the "Stock Bonus Agreement") in connection with the execution of
an Agreement and Plan of Merger by and between the Company and First United
Bancshares, Inc., an Arkansas corporation; and

         WHEREAS, the Stock Bonus Agreement contains certain terms and
requirements limiting the areas in which Kelley may enter into or engage in
certain activities in competition with the Company in the event the stock Bonus
Agreement is terminated; and

         WHEREAS, Kelley and the Company wish to clarify and modify the Stock
Bonus Agreement with respect to the areas in which Kelley may enter into or
engage in activities in competition with the Company upon termination of the
Stock Bonus Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Kelley and the Company hereby agree
as follows:

1.       The Stock Bonus Agreement is hereby amended by deleting Section 6(a)
thereof in its entirety and substituting the following therefor:

                  (a) Noncompetition. Kelley agrees that, upon termination of
         this Agreement for any cause whatsoever other than a "change in
         control," as defined in Section 7(c) hereof, of the Company, he will
         not directly or indirectly, as principal, agent, employee or in any
         other capacity, during the Noncompetition Period (as hereinafter
         defined), enter into or engage in the same business now being carried
         on by First United or of any majority-owned subsidiary, trade or
         business of First United (each a "Subsidiary" whether or not
         incorporated) or as may be carried on by First United or a Subsidiary
         from the date hereof to the date of Kelley's termination, within a
         fifty (50) mile radius extending in all directions from any office or
         location where First United or a Subsidiary is actively engaged



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         in a business immediately prior to the Closing Date (the
         "Noncompetition Area"). Notwithstanding the foregoing after termination
         of this Agreement, the Noncompetition Area shall not include the areas
         within White, Washington, Benton, Faulkner, and Pulaski counties of the
         state of Arkansas. Further, during the Noncompetition Period, Kelley
         will not solicit the customers of the Company or a Subsidiary whether
         such business is within the Noncompetition Area or the counties listed
         in the preceding sentence.

2.       No Further Modification. Except as modified by this Amendment, the
Stock Bonus Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written.

                                        BANCORPSOUTH, INC.:

                                        By:  /s/ Aubrey B. Patterson
                                             -----------------------------------
                                        Name: Aubrey B. Patterson
                                              ----------------------------------
                                        Its: Chief Executive Officer
                                             -----------------------------------


                                        JAMES V. KELLEY:


                                        /s/ James V. Kelley
                                        ----------------------------------------
                                        James V. Kelley