BANCORPSOUTH, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10(a)

BANCORPSOUTH, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Amended and Restated, Effective January 1, 2009)

BANCORPSOUTH, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Amended and Restated, Effective January 1, 2009)

TABLE OF CONTENTS

BANCORPSOUTH, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     BancorpSouth, Inc., a corporation organized and existing under the laws of the State of Mississippi (the “Company”), hereby amends and restates, in its entirety, the BancorpSouth, Inc. Supplemental Executive Retirement Plan, which plan has been entered into via individual deferred compensation agreements with participants and amended thereafter, from time to time (the “Prior Plan”); this amendment and restatement shall be effective January 1, 2009 (the “Effective Date”) (the “Plan”). The individual compensation agreements shall be restated in their entirety in this document and renamed the Supplemental Executive Retirement Plan.

ARTICLE I
PURPOSE

     This Plan is intended to be an unfunded deferred compensation arrangement for the benefit of designated key management employees of the Company and its affiliates and subsidiaries, 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 that is subject to the provisions of Parts 2, 3, and 4 of Title I of ERISA. In accordance with such intent, any obligation to pay benefits hereunder shall be deemed to be an unsecured promise, and any right of a Participant (as defined herein) or Beneficiary (as defined herein) hereunder to enforce such obligation shall be solely as a general creditor of the Company. This Plan is not intended to constitute a qualified employee benefit plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), but is intended to comply with the provisions of Code Section 409A.

ARTICLE II
DEFINITIONS

     2.1 Affiliate means a subsidiary corporation or other entity with respect to which the Company owns, directly or indirectly, 80% or more of the total combined voting power of all classes of stock or other equity.

     2.2 Beneficiary means the person, persons, entity or entities designated by a Participant, in writing, to receive death benefits payable under the Plan as provided herein. Any such designation shall be effective upon its receipt and acceptance by the Committee or its designee. A Participant shall be entitled to modify his or her designation at any time, by delivery of a new writing to the Committee. Any such modification shall be effective upon its receipt and acceptance by the Committee or its designee.

     2.3 Board of Directors or Board means the Board of Directors of the Company, as constituted from time to time.

     2.4 Change in Control means and is deemed to occur upon the occurrence of either of the following:

     2.5 Committee means the administrator of this Plan, which shall be the Compensation Committee of the Board of Directors, provided that the Committee may delegate its ministerial obligations hereunder to members of the human resources department.

     2.6 Confidential Information means all confidential and proprietary information of the Company or its Affiliate, including without limitation (i) information derived from customer data (ii) methods of operation, (iii) market data, (iv) proprietary computer programs and codes, (v) business plans, services, and products (vi) marketing and sales programs, (vii) client lists, (viii) historical financial information and financial projections, (ix) pricing formulae, budgets, and policies, (x) all other concepts, ideas, materials and information prepared or performed for or by the Company, (xi) all information related to the business, products, purchases or sales of the Company or its Affiliates, (x) acquisition and expansion strategies, and marketing plans, other than information that is publicly available.

     2.7 Disabled or Disability means that a Participant by reason of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months (a) has been receiving income replacement benefits for a period of not less than three months under a separate long-term disability plan or policy maintained by the Company or an Affiliate, or (b) is unable to engage in any substantial gainful employment.

     2.8 Early Retirement Date or Early Retirement Age means the date on which a Participant attains age 55.

     2.9 Final Compensation means an amount determined by dividing a Participant’s Annual Compensation for the three-year period immediately preceding Participant’s death, Disability or Separation from Service, as applicable, by 36. For this purpose, “ Annual Compensation ” means the Participant’s annualized compensation as determined under the BancorpSouth, Inc. Retirement Plan, provided that any amount deferred under the BancorpSouth, Inc. Deferred Compensation Plan shall be included in such calculation.

     2.10 Normal Retirement Date or Normal Retirement means the date on which a Participant attains age 65.

     2.11 Payment Date means the first business day of the calendar month following the later of Participant’s Separation from Service or attainment of the Early Retirement Age.

     2.12 Separation From Service or Separation Date means the later of the date on which (a) a Participant’s employment with the Company and its Affiliates ceases for any reason, or (b) the Company and such Participant reasonably anticipate that the Participant will perform no further services for the Company and its Affiliates, whether as a common law employee or 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 an 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.

     2.13 Retirement Benefit means a benefit payable under Article V hereof.

     2.14 Specified Employee shall be determined in accordance with Code Section 409A and generally shall mean a Participant who is a “key employee” of the Company and its Affiliates, as defined

in Code Section 416(i), (ii), or (iii), but determined without regard to paragraph (i)(5) thereof, as of his or her Separation Date. A Participant who satisfies such requirements as of a December 31st shall be considered a Specified Employee hereunder during the 12-month period commencing on the immediately following April 1st.

ARTICLE III
ELIGIBILITY

     The Committee, in its discretion, shall designate executives, officers, and key employees of the Company and its Affiliates as Participants hereunder, who may be designated individually or by groups or categories. Any such determination shall be conclusive and binding upon all persons. The Committee, or its designee, shall notify each such executive, officer or employee of his or her designation hereunder.

ARTICLE IV
VESTING

     If a Participant’s Separation Date occurs before his death, Disability or attainment of Early Retirement Age, or the occurrence of a Change in Control, then notwithstanding any provision of the Plan to the contrary, he or she shall forfeit all benefits hereunder. In such event, the obligations of the Company and its Affiliates with respect to such Participant and any person claiming a right or benefit through such Participant shall be extinguished. Upon attainment of Early Retirement Age, a Participant shall vest in 50% of his or her Retirement Benefit.

     Notwithstanding the foregoing, after or prior to Separation from Service, during the period of payments under the Plan, any Participant who competes, directly or indirectly, with the Company or an Affiliate in any capacity in any State in which the Company or an Affiliate is engaged in business operations shall forfeit any benefit under the Plan. Any Participant who discloses to a third party or uses for his or her own benefit or the benefit of another any Confidential Information about the Company or an Affiliate shall forfeit any benefit under the Plan.

ARTICLE V
RETIREMENT BENEFITS

     5.1 Time of Payment. Payment of a Participant’s Retirement Benefit shall commence as of his or her Payment Date. Notwithstanding the foregoing, if such Participant is a Specified Employee as of his or her Separation Date, the commencement of his or her Retirement Benefit, shall be delayed until the first business day of the seventh whole calendar month following his or her Separation Date. In the event of any delay hereunder, the first monthly payment shall include, without liability for interest or loss of investment opportunity thereon, the principal amount of all Retirement Benefits otherwise payable between the actual commencement of such benefits and such Participant’s Payment Date.

     5.2 Form of Paymen t . A Retirement Benefit hereunder shall be paid in the form of equal monthly payments over a period