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                                                                EXHIBIT 10.1



                               BANCORPSOUTH, INC.

                            1994 STOCK INCENTIVE PLAN
                             AS AMENDED AND RESTATED

                            Effective April 27, 2005

                                    PREAMBLE

         WHEREAS, BancorpSouth, Inc. (the "Company") previously established the
BancorpSouth, Inc. 1994 Stock Incentive Plan (the "Plan") through which the
Company could award incentives based on the common stock of the Company, $2.50
par value ("Stock"), to officers, employees and consultants of the Company and
its affiliates;

         WHEREAS, the Company amended and restated the Plan effective February
14, 1998 to conform with certain requirements under Section 162(m)(4)(C) of the
Internal Revenue Code and Securities and Exchange Commission Rule 16b-3, to
eliminate the award of stock appreciation rights under the Plan and to permit
the award of restricted shares of Stock;

         WHEREAS, the shares authorized for awards under the Plan, and certain
limitations stated in the Plan, were adjusted to reflect the two for one split
of the Stock that occurred on May 15, 1998; and

         WHEREAS, the Company desires to amend and restate the Plan to (i)
provide for awards of Performance Shares and Restricted Stock Units (both as
defined herein), (ii) to raise the sublimit on time-lapse awards available under
the Plan, and (iii) to eliminate the sublimit on restricted stock awards that
are based on achievement of performance goals;

         NOW, THEREFORE, the Company hereby amends and restates the Plan,
effective April 27, 2005:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Affiliate. A corporate parent, corporate subsidiary, limited
liability company, partnership or other business entity that is directly or
indirectly wholly-owned or controlled by the Company.

         1.2 Agreement. A written agreement (including any amendment or
supplement thereto) between the Company or Affiliate and a Participant
specifying the terms and conditions of an Award granted to such Participant.

         1.3 Award. A right that is granted under the Plan to a Participant by
the Company, which may be in the form of Options, Performance Shares, Restricted
Stock or Restricted Stock Units.

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         1.4 Board. The board of directors of the Company.

         1.5 Code. The Internal Revenue Code of 1986, as amended.

         1.6 Committee. A committee of the Board that is designated by the Board
as the "executive compensation and stock option committee" or is otherwise
designated to administer the Plan and is composed of at least two individuals or
such number that satisfies the minimum requirements of section 162(m)(4)(C) of
the Code, Rule 16b-3 of the Exchange Act, and the member rules of any trading
exchange (e.g., the New York Stock Exchange) or reporting system (e.g., the
Nasdaq National Market System, the OTC Bulletin Board System) upon which Stock
is traded, whose members are not employees of the Company or an Affiliate.

         1.7 Company. BancorpSouth, Inc. and its successors.

         1.8 Date of Exercise. The date that the Company accepts tender of the
exercise price of an Option.

         1.9 Exchange Act. The Securities Exchange Act of 1934, as amended.

         1.10 Fair Market Value. On any given date, Fair Market Value shall be
the applicable description below:

                  (a) If the Stock is traded on a trading exchange (e.g., the
         New York Stock Exchange) or is reported on the Nasdaq National Market
         System, another Nasdaq automated quotation system or the OTC Bulletin
         Board System, Fair Market Value shall be determined by reference to the
         price of the Stock on such exchange or system with respect to the date
         for which Fair Market Value is being determined (unless the Committee
         determines in good faith the fair market value of the Stock to be
         otherwise).

                  (b) If the Stock is not traded on a recognized exchange or
         automated trading system, Fair Market Value shall be the value
         determined in good faith by the Committee.

         1.11 Incentive Option. An Option that is intended to qualify as an
"incentive stock option" within the meaning of section 422 of the Code. An
Incentive Option, or a portion thereof, shall not be invalid for failure to
qualify under section 422 of the Code, but shall be treated as a Nonqualified
Option.

         1.12 Nonqualified Option. An Option that is not an Incentive Option.

         1.13 Option. The right that is granted hereunder to a Participant to
purchase from the Company a stated number of shares of Stock at the price set
forth in an Agreement. As used herein, an Option includes both Incentive Options
and Nonqualified Options.

         1.14 Participant. An officer, employee or consultant of the Company or
of an Affiliate who either satisfies the requirements of Article IV and is
selected by the Committee to receive an Award, or receives an Award pursuant to
grant specified in this Plan.

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         1.15 Performance Period. The period designated by the Committee during
which a Participant must satisfy conditions or performance objectives stated in
an Award. The duration of any Performance Period shall be at least six months.

         1.16 Performance Shares. An Award described in Section 4.7 that is
denominated as a number of shares of Stock that are transferred to a Participant
upon the achievement of performance goals within the Performance Period
specified in the Award.

         1.17 Plan. The BancorpSouth, Inc. 1994 Stock Incentive Plan.

         1.18 Restricted Stock. An Award of a Stock grant that is subject to
restrictions on transfer and/or a risk of forfeiture during a Performance
Period, as described in Section 4.5. Shares of Stock that are subject to any
such restrictions or risks of forfeiture shall cease to be Restricted Stock at
the time that such restrictions and risks of forfeiture lapse in accordance with
the terms of the Agreement or Plan.

         1.19 Restricted Stock Unit. An Award described in Section 4.6 that
entitles a Participant to receive shares of Stock, cash or a combination of
Stock and cash, as determined by the Committee. A Restricted Stock Unit
represents an unfunded promise by the Company and is not a transfer of property
within the meaning of section 83 of the Code.

         1.20 Stock. The common stock of the Company, $2.50 par value.

         1.21 Ten Percent Shareholder. An individual who owns more than 10% of
the total combined voting power of all classes of stock of the Company or an
Affiliate at the time he is granted an Incentive Option. For the purpose of
determining if an individual is a Ten Percent Shareholder, he shall be deemed to
own any voting stock owned (directly or indirectly) by or for his brothers and
sisters (whether by whole or half blood), spouse, ancestors or lineal
descendants and shall be considered to own proportionately any voting stock
owned (directly or indirectly) by or for a corporation, partnership, estate or
trust of which such individual is a shareholder, partner or beneficiary.

                                   ARTICLE II

                                 PURPOSE OF PLAN

         The purpose of the Plan is to provide a performance incentive to, and
to encourage stock ownership by, officers, employees and other persons providing
services to the Company and its Affiliates, and to align the interests of such
individuals with those of the Company, its Affiliates and its shareholders. It
is intended that Participants may acquire or increase their proprietary
interests in the Company and be encouraged to remain in the employ of the
Company or of its Affiliates. The proceeds received by the Company from the sale
of Stock pursuant to this Plan may be used for general corporate purposes.


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                                   ARTICLE III

                                 ADMINISTRATION

         3.1 Administration of Plan. The Plan shall be administered by the
Committee. The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. Any
decision made or action taken by the Committee to administer the Plan shall be
final and conclusive. No member of the Committee shall be liable for any act
done in good faith with respect to this Plan or any Agreement or Award. The
Company shall bear all expenses of Plan administration. In addition to all other
authority vested with the Committee under the Plan, the Committee shall have
complete authority to:

         (a) Interpret all provisions of this Plan;

         (b) Prescribe the form of any Agreement and notice and manner for
executing or giving the same;

         (c) Make amendments to all Agreements;

         (d) Adopt, amend and rescind rules for Plan administration; and

         (e) Make all determinations it deems advisable for the administration
of this Plan.

         3.2 Authority to Grant Awards. The Committee shall have authority to
grant Awards upon such terms the Committee deems appropriate and that are not
inconsistent with the provisions of this Plan. Such terms may include conditions
on the exercise of all or any part of an Award. In addition, the Committee or a
subcommittee thereof may grant Awards that are subject to the terms specified in
the BancorpSouth, Inc. Executive Performance Incentive Plan.

         3.3 Persons Subject to Section 16(b). Notwithstanding anything in the
Plan to the contrary, the Committee, in its absolute discretion, may bifurcate
the Plan so as to restrict, limit or condition the use of any provision of the
Plan to participants who are officers subject to section 16(b) of the Exchange
Act, without so restricting, limiting or conditioning the Plan with respect to
other Participants.

                                   ARTICLE IV

                      ELIGIBILITY AND LIMITATIONS ON GRANTS

         4.1 Participation. The Committee may from time to time designate
officers, employees and other persons providing services to the Company and its
Affiliates to whom Awards are to be granted and who are eligible to become
Participants. Such designation shall specify the number of shares of Stock,
Restricted Stock Units or Performance Units, if any, subject to each Award. All
Awards granted under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan or such other provisions as the
Committee may adopt that are not inconsistent with the Plan, including the
provisions of the BancorpSouth, Inc. Executive Performance Incentive Plan.

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         4.2 Grant of Awards. An Award shall be deemed to be granted to a
Participant at the time that the Committee designates in a writing that is
adopted by the Committee as the grant of an Award, and that makes reference to
the Participant and the number and type of shares that are subject to the Award.
Accordingly, an Award may be deemed to be granted prior to the time that an
Agreement is executed by the Participant and the Company. In addition thereto,
and not by way of limitation, the Committee or a subcommittee thereof may grant
Awards to certain Participants that are subject to the terms specified in the
BancorpSouth, Inc. Executive Performance Incentive Plan.

         4.3 Limitations on Grants. A person who is not an employee of the
Company or an Affiliate is not eligible to receive an Incentive Option. No
person may receive Awards with respect to more than 120,000 shares of Stock
(subject to increases and adjustments as provided in Article VIII) in any
one-year period.

         4.4 Limitation on Incentive Options. To the extent that the aggregate
Fair Market Value of Stock with respect to which Incentive Options are
exercisable for the first time by a Participant during any calendar year (under
all stock incentive plans of the Company and its Affiliates) exceeds $100,000
(or the amount specified in section 422 of the Code), determined as of the date
an Incentive Option is granted, such Options shall be treated as Nonqualified
Options. This provision shall be applied by taking Incentive Options into
account in the order in which they were granted.

         4.5 Restricted Stock. Each Award of Restricted Stock to a Participant
shall specify the risks of forfeiture and/or restrictions on transfer during a
Performance Period. The Committee may grant Restricted Stock to a Participant as
a part of any arrangement established by the Committee and specified in an
Agreement, and may include the obligation by the Participant to pay a purchase
price specified by the Committee. A Participant who receives Restricted Stock
shall be treated as a shareholder of the Company for all purposes, except that
the rights of the Participant may be limited under the terms of the Agreement.
Unless otherwise specified in an Agreement, Participants shall be entitled to
receive dividends on and exercise voting rights with respect to shares of
Restricted Stock.

         4.6 Restricted Stock Units. Each Restricted Stock Unit Award shall
specify the number of shares of Stock, the formula for determining the number of
shares of Stock, and/or the amount of cash that a Participant may receive upon
the satisfaction of conditions specified in the Award during the Performance
Period, which may include the obligation of the Participant to pay a purchase
price specified by the Committee. A Participant who receives Restricted Stock
Units shall not be treated as a shareholder of the Company until the conditions
specified in the Award have been satisfied therefor. Unless otherwise specified
in an Agreement, Participants shall not be entitled to receive dividend
equivalents on Restricted Stock Units.

         4.7 Performance Shares. Each Performance Share Award shall specify the
number of shares of Stock, or the formula for determining the number of shares
of Stock, that a Participant may receive upon the satisfaction of conditions
specified in the Award during the Performance Period, which may include the
obligation of the Participant to pay a purchase price specified by the
Committee. A Participant who receives Performance Shares shall not be treated as
a shareholder of the Company until the conditions specified in the Award have
been satisfied

<PAGE>

therefor. Unless otherwise specified in an Agreement, Participants shall not be
entitled to receive dividend equivalents on Performance Shares.

                                    ARTICLE V

                              STOCK SUBJECT TO PLAN

         5.1 Source of Shares. Upon the satisfaction of conditions specified in
an Award, the Company shall deliver to Participants authorized but previously
unissued Stock or Stock that is held by the Company as treasury stock.

         5.2 Maximum Number of Shares. The maximum aggregate number of shares of
Stock that may be issued pursuant to the exercise of Awards is 6,916,000 shares,
subject to increases and adjustments as provided in Article VIII. Provided,
however, the portion of this aggregate limit that may be issued pursuant to
Awards of Restricted Stock or Restricted Stock Units that are not subject to the
achievement of performance conditions (other than continued service to the
Company or an Affiliate) is limited to 638,566 shares of Stock.

         5.3 Forfeitures. If any Option granted hereunder expires or terminates
for any reason without having been exercised in full, if any portion of a
Restricted Stock Award is forfeited to the Company, or shares that are subject
to any other Award are not transferable at the close of a Performance Period,
the shares of Stock subject thereto shall again be available for issuance of an
Award under this Plan.

                                   ARTICLE VI

                                 TERMS OF AWARDS

         6.1 Exercise Price. The exercise price of an Incentive Option shall not
be less than 100% of the Fair Market Value of a share of Stock on the date the
Incentive Option is granted. In the case of a Ten Percent Shareholder, however,
the exercise price of an Incentive Option shall not be less than 110% of the
Fair Market Value of a share of Stock on the date the Incentive Option is
granted. The exercise price of a Nonqualified Option shall not be less than 85%
of the Fair Market Value of a share of stock on the date the Nonqualified Option
is granted.

         6.2 Right to Exercise. An Award shall be exercisable on any date
established by the Committee or provided for in an Agreement, provided, however,
that Options shall not be exercisable and Stock under any Award shall not be
transferable until at least six months after the Award is granted. A Participant
must exercise an Incentive Option while he is an employee of the Company or an
Affiliate or within the periods that may be specified in the Agreement after
termination of employment, death, disability or a "change of control" (as
defined in any change of control agreement to which the Company and any such
Participant are parties).

         6.3 Maximum Exercise Period. The maximum period in which an Award may
be exercised shall be determined by the Committee on the date of grant except
that no Incentive Option shall be exercisable after the expiration of 10 years
(five years in the case of Incentive Options granted to a Ten Percent
Shareholder) from the date it was granted. The terms of any Award may provide
that it is exercisable for a shorter period. All Incentive Options shall

<PAGE>

terminate on the date the Participant's employment with the Company terminates,
except as otherwise provided in the Agreement with respect to termination of
employment, death, disability or a "change of control" (as defined in any change
of control agreement to which the Company and any such Participant are parties).

         6.4 Transferability. Generally, any Award granted under this Plan shall
not be transferable except by will or by the laws of descent and distribution,
and shall be exercisable during the lifetime of the Participant only by the
Participant. However, a Nonqualified Option or Restricted Stock granted under
this Plan may be transferable to the extent provided in an Agreement. Provided,
further, that no right or interest of a Participant in any Award shall be liable
for, or subject to, any lien, obligation or liability of such Participant.

         6.5 Employee Status. The Committee shall determine the extent to which
a leave of absence for military or government service, illness, temporary
disability, or other reasons shall be treated as a termination or interruption
of employment for purposes of determining questions of forfeiture and exercise
of an Award after termination of employment; provided, however, that if the
period treated as employment with respect to an Incentive Option exceeds three
months, such Option shall be deemed a Nonqualified Option.

                                   ARTICLE VII

                       OPTION EXERCISE AND STOCK TRANSFER

         7.1 Exercise. An Option granted hereunder shall be deemed to have been
exercised on the Date of Exercise. Subject to the provisions of Articles VI and
IX, an Option may be exercised in whole or in part at such times and in
compliance with such requirements as the Committee shall determine.

         7.2 Payment. Unless otherwise provided by the Agreement, payment of the
Option price shall be made in cash, or, if approved by the Committee, an
exercise involving the pledge of shares and a loan through a broker described in
Securities and Exchange Commission Regulation T or Stock that was acquired prior
to the exercise of the Option, other consideration acceptable to the Committee,
or a combination thereof. Payment of the exercise price must include payment of
withholding taxes as described in Section 7.3 in cash or under an arrangement
that is acceptable to the Committee.

         7.3 Withholding Tax Requirements. Upon exercise of a Nonqualified
Option, the lapse of restrictions on Restricted Stock, the transfer of Stock
pursuant to an Award of Restricted Stock Units or Performance Shares, or any
other event that results in liability for income tax by a Participant who
received an Award as an employee of the Company or an Affiliate, the Participant
shall, upon notification of the amount due and prior to or concurrently with the
delivery of the certificates representing the shares, pay to the Company amounts
necessary to satisfy applicable federal, state and local withholding tax
requirements or shall otherwise make arrangements satisfactory to the Company
for such requirements. Such withholding requirements shall not apply to the
exercise of an Incentive Option, or to a disqualifying disposition of Stock that
is acquired with an Incentive Option, unless the Committee gives the Participant
notice that withholding described in this Section is required.

<PAGE>


         7.4 Shareholder Rights. No Participant shall have any rights as a
stockholder with respect to shares subject to Options prior to the Date of
Exercise of such Option.

         7.5 Issuance and Delivery of Shares. Subject to the conditions of
Article IX, shares of Stock to be issued pursuant to an Award shall be delivered
to Participants by the Company (or its transfer agent) as soon as
administratively feasible after (i) a Participant receives an Award of
Restricted Stock, (ii) a Participant exercises an Option, (iii) a Performance
Period during which the Participant satisfies the requirements specified in a
Restricted Stock Unit Award or Performance Share Award; provided, however, that
the Company may condition the delivery of shares on the Participant's execution
of any applicable shareholder agreement or agreement described in Section 9.2
that the Company requires at the time of exercise; and provided further that the
Company may delay the delivery of Stock until all restrictions specified in an
Award have lapsed.

                                  ARTICLE VIII

                        ADJUSTMENT UPON CORPORATE CHANGES

         8.1 Adjustments to Shares. The maximum number of shares of stock with
respect to which Options hereunder may be granted and which are the subject of
outstanding Options, and the exercise price thereof, shall be adjusted as the
Committee determines (in its sole discretion) to be appropriate, in the event
that:

         (a) the Company or an Affiliate effects one or more stock dividends,
stock splits, reverse stock splits, subdivisions, consolidations or other
similar events;

         (b) the Company or an Affiliate engages in a transaction to which
section 424 of the Code applies; or

         (c) there occurs any other event which in the judgment of the Committee
necessitates such action;

Provided, however, that if an event described in paragraph (a) or (b) occurs,
the Committee shall make adjustments to the limits on Awards specified in
Sections 4.3 and 5.2 that are proportionate to the modifications of the Stock
that are on account of such corporate changes. Notwithstanding the foregoing,
the Committee may not modify the Plan or the terms of any Awards then
outstanding or to be granted hereunder to provide for the issuance under the
Plan of a different class of stock or kind of securities.

         8.2 Substitution of Awards on Merger or Acquisition. The Committee may
grant Awards in substitution for stock awards, stock options, stock appreciation
rights or similar awards held by an individual who becomes an employee of the
Company or an Affiliate in connection with a transaction to which section 424(a)
of the Code applies. The terms of such substituted Awards shall be determined by
the Committee in its sole discretion, subject only to the limitations of Article
V.

         8.3 Effect of Certain Transactions. The provisions of this Section 8.3
shall apply to the extent that an Agreement does not otherwise expressly address
the matters contained herein.

<PAGE>


If the Company experiences an event which results in a "Change in Control," as
defined in Section 8.3(a), then, whether or not the vesting requirements set
forth in any Agreement have been satisfied, (i) all shares of Restricted Stock
that are outstanding at the time of the Change in Control shall become fully
vested immediately prior to the Change in Control event, and (ii) all Options
that are outstanding at the time of the Change in Control shall become fully
vested and exercisable immediately prior to the Change in Control event.

         (a) A Change in Control will be deemed to have occurred for purposes
hereof, if:

         (1) any "person" as such term is used in Sections 13(d) and 14(d) of
the Exchange Act, other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation controlling the
Company or owned directly or indirectly by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing more than 25%
of the total voting power represented by the Company's then outstanding Voting
Securities (as defined below), or

         (2) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or

         (3) the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving
entity) more than 65% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or

         (4) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of its assets.

For purposes of this Section 8.3(a), "Voting Securities" of an entity shall mean
any securities of the entity which vote generally in the election of its
directors.

         (b) If, as a result of the Change in Control, the Company is not the
surviving entity after the transaction, or survives only as a subsidiary that is
controlled by another entity, all Options that are held by the Participant
immediately after the Change in Control shall be assumed by the entity which is
the survivor of the transaction, or converted into options to purchase the
common stock of the surviving entity, in a transaction to which section 424(a)
of the Code applies.


<PAGE>



         (c) Notwithstanding the foregoing, a portion of the acceleration of
vesting described in this Section shall not occur with respect to an Award to
the extent such acceleration of vesting would cause the Participant or holder of
such Award to realize less income, net of taxes, after deducting the amount of
excise taxes that would be imposed pursuant to section 4999 of the Code, than if
accelerated vesting of that portion of the Award did not occur. This Section
8.3(c) shall not apply to Awards that were granted prior to the February 14,
1998 amendment and restatement of this Plan.

         8.4 No Adjustment Upon Certain Transactions. The issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services rendered,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, outstanding Awards.

         8.5 Fractional Shares. Only whole shares of Stock may be acquired
through the exercise of an Award. Any amounts tendered in the exercise of an
Award remaining after the maximum number of whole shares have been purchased
will be returned to the Participant in the form of cash.

                                   ARTICLE IX

                   COMPLIANCE WITH LAW AND REGULATORY APPROVAL

         9.1 General. No Award shall be exercisable, no Stock shall be issued,
no certificates for shares of Stock shall be delivered and no payment shall be
made under this Plan except in compliance with all federal or state laws and
regulations (including, without limitation, withholding tax requirements),
federal and state securities laws and regulations and the rules of all
securities exchanges or self-regulatory organizations on which the Company's
shares may be listed. The Company shall have the right to rely on an opinion of
its counsel as to such compliance. Any certificate issued to evidence shares of
Stock for which an Award is exercised may bear such legends and statements as
the Committee upon advice of counsel may deem advisable to assure compliance
with federal or state laws and regulations.

         9.2 Representations by Participants. As a condition to the exercise of
an Award, the Company may require a Participant to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such representation is required
by any relevant provision of the laws referred to in Section 9.1. At the option
of the Company, a stop transfer order against any shares of stock may be placed
on the official stock books and records of the Company, and a legend indicating
that the stock may not be pledged, sold or otherwise transferred unless an
opinion of counsel was provided (concurred in by counsel for the Company) and
stating that such transfer is not in violation of any applicable law or
regulation may be stamped on the stock certificate in order to assure exemption
from registration. The Committee may also require such other action or agreement
by the Participants as may from time to time be necessary to comply with federal
or state securities laws. This



<PAGE>


provision shall not obligate the Company or any Affiliate to undertake
registration of options or stock hereunder.

                                    ARTICLE X

                               GENERAL PROVISIONS

         10.1 Effect on Employment. Neither the amendment and restatement of
this Plan, nor its operation, nor any documents describing or referring to this
Plan (or any part thereof) shall confer upon any employee any right to continue
in the employ of the Company or an Affiliate or in any way affect any right and
power of the Company or an Affiliate to terminate the employment of any employee
at any time with or without assigning a reason therefor.

         10.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon contractual obligations that may be created hereunder. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

         10.3 Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
masculine gender when used herein refers to both masculine and feminine. The
reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.

         10.4 Governing Law. The laws of the State of Mississippi shall apply to
all matters arising under this Plan, to the extent that federal law does not
otherwise apply or preempt Mississippi law.

         10.5 Compliance With Section 16 of the Exchange Act. With respect to
persons subject to liability under section 16 of the Exchange Act, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 (or successor provisions) under the Exchange Act. To the extent any
provision of this Plan or action by Committee fails to so comply, it shall be
deemed null and void to the extent permitted by law and deemed advisable by the
Committee.

         10.6 Amendment. The Board may amend or terminate this Plan at any time;
provided, however, an amendment that would have a material adverse effect on the
rights of a Participant under an outstanding Award is not valid with respect to
such Award without the Participant's consent, except as necessary for Incentive
Options to maintain qualification under the Code; and provided, further, that
the shareholders of the Company must approve, in general meeting:

         (a) 12 months before or after the date of adoption, any amendment that
increases the aggregate number of shares of Stock that may be issued under
Incentive Options or changes the employees (or class of employees) eligible to
receive Incentive Options;

         (b) before the effective date thereof, any amendment that increases the
number of shares in the aggregate which may be issued pursuant to Awards granted
under the Plan or the



<PAGE>


maximum number of shares with respect to which any individual may receive
options in any calendar year, or increases the period during which Awards may be
granted or exercised; and

         (c) any amendment that is subject to approval of shareholders under the
rules of the New York Stock Exchange, or such other exchange or trading system
on which Stock becomes traded.

         10.7 Duration of Plan. This Plan shall continue until it is terminated
by the Board pursuant to Section 10.6. However, no Incentive Option may be
granted under this Plan with respect to the 2,000,000 additional shares of Stock
that were reserved for grant effective February 14, 1998, pursuant to Section
5.2, after February 13, 2008. No Incentive Option may be granted under this Plan
after December 27, 2004, with respect to the 916,000 shares of Stock that were
originally reserved for grant hereunder effective December 28, 1994. Incentive
Options granted before such dates shall remain valid in accordance with their
terms.

         10.8 Effective Date of Plan. This Plan was first adopted by the Board
on December 28, 1994, was thereafter approved by the shareholders of the Company
and was amended and restated effective February 14, 1998, and on April 27, 2005.
All Awards granted hereunder shall be governed by the terms of this amended and
restated Plan; provided, however, that the terms of the Plan prior to this
amendment shall apply to the extent that the terms of this restated Plan would
have a material adverse effect on the rights of a Participant under an
outstanding Award, unless the Participant has given consent to the change, or
would modify the vesting rights and rights to exercise an outstanding Award.

         IN WITNESS WHEREOF, the undersigned officer has executed this amendment
and restatement of the Plan on this the 27th day of April, 2005, but to be
effective as provided in Section 10.8.


                                              BANCORPSOUTH, INC.



                                     By:  /s/ AUBREY B. PATTERSON
                                          ----------------------------------

                                     Its: CHAIRMAN OF THE BOARD,
                                          CHIEF EXECUTIVE OFFICER
                                          ----------------------------------