<PAGE>
                                 EXHIBIT 10(i)

                               BANCORPSOUTH, INC.

                       HOME OFFICE INCENTIVE PLAN (HOIP)
                 Reflecting Revisions Effective January 1, 2002


I.       Purpose

         The Home Office Incentive Plan (HOIP) is intended to motivate
management participants to focus on actions and results that will allow
BancorpSouth to meet or exceed its corporate goals.

II.      Administration

         The Executive Compensation Committee of the Board of Directors (the
Committee) has the ultimate responsibility for the Plan; the Chairman with
assistance from the Director of Human Resources and Comptroller will conduct
the daily business of the Plan and will report directly to the Committee
concerning the Plan. Each year, the Chairman will ensure that each participant
in the Plan is notified of their eligibility to participate in the current Plan
Year, their award opportunities under the Plan, the performance criteria and
goals for the Plan Year and the resulting awards earned.

III.     Plan Year

         The first Plan Year under this Plan began January 1, 1985 and ended
December 31, 1985. The measurement period for award purposes is the full
calendar year. Each Plan Year will consist of one year, beginning January 1 and
ending December 31.

IV.      Participation

         Upper level management employees with a responsibility level
significant enough to have impact on corporate results. To be eligible,
participants must be recommended by the Chairman and approved by the Committee
and the full Board.

V.       Award Opportunities and Performance Measures

         The award opportunities and performance measures have been amended
several times over the life of the Plan. Current award opportunities are based
on the chart shown as Exhibit A that was approved by the Board in January of
2002. The performance measures used in the Plan were amended by the Board in
January of 1994 to be based on bank performance alone, and not on individual
performance. The Plan was further amended in January of 2002 to allow the
incorporation of Responsibility Area performance (in addition to overall bank
performance) relevant to the various participants as may be determined
appropriate by the Chairman and approved by the Committee. Overall bank
performance is based on growth and profitability - measured in terms of Return
on Average Equity (ROAE) for the profitability measurement and Average Deposits
for the growth measurement. Responsibility Area performance is measured using
criteria customized to reflect the role and contribution of the specific
individual participant. The relative importance of overall bank performance
versus responsibility area performance is determined each Plan Year by the
Chairman for each participant, and is approved by the Committee. A Bank
Performance award matrix showing the unweighted performance/award relationships
for various combinations of ROAE and Deposit Growth is shown as Exhibit B. The
matrix is revised each year to reflect the next year's ROAE and average deposit
goals. In addition, goals will be set for each measure of Responsibility Area
performance used under the Plan, with unweighted performance/award
relationships defined. At the end of the Plan Year, the levels of performance
achieved with respect to both overall bank performance goals and Responsibility
Area performance goals will be determined, the associated unweighted award
opportunities will be identified, the assigned relative importance weightings
will be applied, and the total earned award will be calculated.


<PAGE>
VI.      Plan Trigger

         The Plan has a "trigger" which must be achieved in order to be
activated. The current Plan trigger is to achieve the threshold level of ROAE
and Average Deposits set forth in Exhibit B. If the Plan Trigger is not
satisfied, no incentive awards can be paid on the basis of Responsibility Area
performance - unless the Committee determines that the Plan's alternative
funding mechanism should be activated.

VII.     Award Payments

         Awards earned under the Plan will be paid following the measurement
period, after appropriate verification of results and approvals are obtained.

VIII.    Extraordinary Items

         Reported results will be adjusted, for the purposes of determining
awards under the Plan, to reflect the effects of any direct merger related
expenses, the accounting impact of Stock Appreciation Rights (SARs),
extraordinary items, and such other items as may be deemed appropriate by the
Committee. Any adjustments to reported results that are used in the
determination of awards must be approved by the Board of Directors.

IX.      Terminations

         In the event of termination of employment during the Plan Year as the
result of approved retirement, long-term disability or death, the participant
(or his/her beneficiary or estate) will be eligible for a pro rata award -
payable on the Plan's normal award payment date - based on levels of
performance achieved year-to-date at the time of termination and the
participant's actual base salary received during the Plan Year. Participants
whose employment is terminated for any other reason prior to the award payment
date will not be eligible for any award under the Plan.

X.       Alternative Funding Approach

         If the Plan Trigger is not achieved for a Plan Year, but
BancorpSouth's performance with respect to ROAE and/or Deposit Growth exceeds
that of a peer group selected by the Compensation Committee, the Compensation
Committee may determine to pay selective incentive awards for that Year on the
basis of the facts and circumstances of the situation. The Committee's
determination will be discretionary, but based on such information and analyses
as it may request from the Chairman.

XI.      Compliance

         Notwithstanding anything in the Plan to the contrary, the amount of
any award due under this Plan may be reduced (including reduction to $0) by
BancorpSouth (in its sole discretion) in the event that it determines that the
performance of the participant(s), or the business unit in which the
participant is employed, is unsatisfactory with respect to BancorpSouth
standing corporate policies, or has resulted in a violation of such policies or
of federal, state or local statutes or regulations.

XII.     Amendment and Plan Termination

         BancorpSouth expressly reserves the right to amend or terminate the
Plan at any time.

XIII.    Awards are Compensation for Tax Purposes

         Any payment under the Plan is compensation for federal and state tax
purposes, and will be reported as ordinary income in the year for which the
award is paid.


                                       2