BANCORPSOUTH, INC. RESTORATION PLAN

EXHIBIT 10(f)

BANCORPSOUTH, INC.
RESTORATION PLAN
(Amended and Restated, effective January 1, 2009)

BANCORPSOUTH, INC.
RESTORATION PLAN
(Amended and Restated, effective January 1, 2009)

INDEX

BANCORPSOUTH, INC.
RESTORATION 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. Restoration Plan , which plan was first effective as of January 1, 1994, 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”).

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 Benefit Commencement Date means the date on which payment of a Participant’s Retirement Benefit commences hereunder as set forth in Section 5.1.

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

     2.5 Cause means, unless otherwise provided in a separate employment agreement between the Company or an Affiliate and a Participant, that a Participant has:

For purposes of this definition, no act or failure to act on the part of the Participant will be deemed “intentional” if it was due primarily to an error in judgment or negligence, but will be deemed “intentional” only if done or omitted to be done by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company or an Affiliate.

     2.6 Committee means the administrator of this Plan, which shall be the Compensation Committee of the Board of Directors.

     2.7 Company Plan means any tax qualified defined benefit pension plan maintained by the Company or its Affiliates, from time to time.

     2.8 Competitive Employment means engaging in the banking, insurance or other business in which the Company or an Affiliate is engaged in any county in any state in which the Company or its Affiliates maintain an office or where the Company or an Affiliate is engaged in a banking, insurance or other business that produces in excess of 5% of the net income after-tax of the Company or any of its Affiliates for the twelve months prior to the Separation Date or directly or indirectly solicits or attempts to solicit business from any customer of the Company or an Affiliate after the Participant’s Separation Date.

     2.9 Disabled or Disability means that a Participant is disabled within the meaning of the Company Plan.

     2.10 Early Retirement Date means the date on which a Participant attains age 55 and complete 10 Years of Service.

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

     2.12 Separation from Service, Separates Service, or Separation Date means the later of the date on which (a) a Participant’s employment with the Company and its Affiliates ceases, 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 may 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 means 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, of the Company or an Affiliate as of his or her Separation Date, provided that a class of stock of the Company or an Affiliate is then publicly traded on an established market. 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.

     2.15 Years of Service means the number of whole and fractional years during which a Participant is employed by the Company or an Affiliate, including service with any immediate predecessor entity that was acquired by or merged or consolidated with the Company or an Affiliate.

ARTICLE III
ELIGIBILITY

     The Committee, in its discretion, shall designate executives, officers, and certain management employees of the Company and its Affiliates as Participants hereunder, whose benefit under the Company Plan shall have been limited as a result of the Code. Such executives, officers, and management employees 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

     4.1 Vesting Provisions. Unless otherwise provided by the Committee in a separate participation agreement or similar document, a Participant’s benefits hereunder shall be fully vested and nonforfeitable upon the earlier of (a) the completion of five Years of Service, or (b) the Participant’s death or Disability while employed by the Company or an Affiliate.

     4.2 Forfeiture. If a Participant’s Separation Date occurs before his or her benefits are vested and nonforfeitable in accordance with Section 4.1 hereof, 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.

     If a Participant engages in a Competitive Employment within a period of two years after his Separation Date on behalf of himself, any person, corporation, association or other entity other than Company whether as a partner, employee, agent, independent contractor, or shareholder, the Participant, his or her Surviving Spouse, Beneficiary, estate, or any other person claiming a benefit through or on behalf of the Participant shall forfeit all benefits under this Plan.

     4.3 Discharge for Cause. Notwithstanding any provision of this Plan to the contrary, a Participant who is terminated by the Company for Cause shall forfeit all rights and benefits hereunder, whether or not then vested; no benefit shall be payable to such Participant, his or her Surviving Spouse, Beneficiary, estate or any other person claiming a benefit through or on behalf of the Participant.

ARTICLE V
RETIREMENT BENEFITS

     5.1 Benefit Commencement Date. A Participant’s Benefit Commencement Date shall be the later of Participant’s Separation Date and his or her attainment of Early Retirement Age.

     5.2 Time of Payment. If a Participant who is vested in accordance with Section 4.1 hereof Separates Service, other than on account of Cause (an “Eligible Participant”), except as otherwise provided herein, his or her Retirement Benefit shall commence as of the first business day of the second calendar month following such Participant’s Benefit Commencement Date.

     5.3 Form of Paymen t . Unless otherwise elected pursuant this Section, a Retirement Benefit hereunder shall be paid in the form of a joint and 50% survivor annuity if the Participant is lawfully married upon his or her Separation Date and shall be paid in the form of a single life annuity with 10 years certain if the Participant is not lawfully married upon his or her Separation Date.

     In lieu of such options, a Participant may elect any form of benefit set forth below:

     a. A life annuity;

     b. A life annuity with a period certain of ten years or fifteen years;

     c. A joint and 50% survivor annuity;

     d. A joint and 100% survivor annuity;

     e. A joint 50% annuity; and

     f. A joint and 100% annuity.

     Such election shall be made upon Participant’s enrollment in the Plan and may be modified to the extent that any new benefit form is the actuarial equivalent of the originally-elected form of benefit.

     5.4 Transition Election . Notwithstanding the foregoing, a current Participant whose benefit accrued as of December 31, 2003 equals or exceeds a lump sum actuarially equivalent value of $10,000 as of December 31, 2007, and whose compensation for equals or exceeds $245,000 in 2008 shall be permitted to elect to receive his or her benefit accrued as of December 31, 2003 in the form of a lump sum, provided that such election is made no later than December 31, 2008.

     5.5 Amount of Payment. Benefits payable hereunder shall be determined as of an Eligible Participant’s Separation Date. The benefit payable to a Participant or his Beneficiary shall be equal to the benefit which would have been paid under the Company Plan,