BANCORPSOUTH, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (Effective January 1, 2009)

EXHIBIT 10(g)

BANCORPSOUTH, INC.
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
(Effective January 1, 2009)

BANCORPSOUTH, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
(Effective January 1, 2009)

TABLE OF CONTENTS

BANCORPSOUTH, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

(Effective January 1, 2009)

      Whereas , BancorpSouth, Inc., a corporation organized and existing under the laws of the State of Mississippi (the “Company”), presently maintains the BancorpSouth, Inc. Deferred Compensation Plan, which was first adopted effective January 1, 1994 (the “Plan”);

      Whereas , such Plan constitutes a “deferred compensation” arrangement within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and must now be amended to comply with the final regulations promulgated thereunder;

      Now Therefore , effective January 1, 2009, the Plan shall be amended and restated as follows:

ARTICLE I
PURPOSE

     The Plan is intended to be an unfunded deferred compensation arrangement for the benefit of key management officers and employees of the Company and its Affiliates (as defined below), 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 under ERISA and is not intended to be subject to the provisions of Parts 2, 3, and 4 of Title I of ERISA. In accordance with such intent, any obligation of the Company or its Affiliates to pay benefits hereunder shall be deemed to be an unsecured promise, and any right of a Participant (as defined below) or Beneficiary (as defined below) to enforce such obligation shall be solely as a general creditor of the Company. The Plan is not intended to constitute a qualified employee benefit plan within the meaning of Code Section 401(a).

ARTICLE II
DEFINITIONS

     2.1 Affiliate means any corporation or other form of entity of which the Company owns, directly or indirectly, 80% or more of the total combined voting power of all classes of stock or other equity interests, provided that such entity is designated by the Committee as a participating entity hereunder. The Affiliates designated as participating entities hereunder are set forth on Exhibit A hereto, as the same may be amended from time to time.

     2.2 Beneficiary means the person, persons, entity or entities designated by a Participant in accordance with Section 7.1 hereof to receive death benefits hereunder.

     2.3 Benefit Payment Date means the date or dates on which a Participant’s Retirement Benefit is paid. A Participant’s initial Benefit Payment Date shall be the date determined in accordance with Section 6.2. If a Participant’s Retirement Benefit is paid in the form of installments, after the initial Benefit Payment Date each succeeding payment date shall be the first business day of the month.

     2.4 Board or Board of Directors means the Board of Directors of the Company.

     2.5 Bonus means an amount payable to a Participant under a separate plan, policy, or program maintained by the Company or an Affiliate. Incentive Bonus means a Bonus that satisfies the requirements imposed under Code Section 409A and is designated as such by the Committee.

     2.6 Committee means the administrator of this Plan; the Compensation Committee of the Board shall act as the Committee hereunder.

     2.7 Compensation means the base salary and any commission paid by the Company or an Affiliate to a Participant for services to be rendered during a calendar year, but determined before reduction for compensation deferred pursuant to this Plan or any other plan of deferred compensation maintained by the Company or an Affiliate, including any such plan maintained in accordance with Code Section 401(k) or Code Section 125. For this purpose, Compensation shall not include the amount of any long-term disability benefit or any form of retirement or deferred compensation payment distributed from a plan or arrangement sponsored by the Company or an Affiliate or any form of severance benefit paid by the Company or an Affiliate.

     2.8 Deferred Benefit Account or Account means one or more accounts maintained on the books of the Company with respect to each Participant hereunder.

     2.9 Determination Date means the Annual Determination Date and such other dates as may be designated, from time to time, by the Committee. Annual Determination Date means the last day of the Plan Year. The designation of such Determination Dates need not be uniform as to all Deferred Benefit Accounts maintained hereunder.

     2.10 Participant means an executive officer, manager, or other key employee of the Company or an Affiliate, each of whom is designated in accordance with Article III hereof.

     2.11 Plan means this BancorpSouth, Inc. Deferred Compensation Plan.

     2.12 Plan Year means the 12-month period beginning each January 1st and ending each December 31st.

     2.13 Retirement Benefit means a benefit payable as of a Participant’s Benefit Payment Date in accordance with Article VI hereof.

     2.14 Specified Employee means any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of any Employer that is a corporation whose stock is publicly traded on an established securities market or otherwise, as determined by the Committee in accordance with Code Section 409A. Status as a key employee shall be determined based upon the 12-month period ending on each December 31st. Participants who are deemed key employees as of a December 31st shall be considered Specified Employees hereunder during the 12-month period commencing on the following April 1st.

     2.15 Separation from Service or Separates from Service 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 an Employee or an 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 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.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

     Participants hereunder shall be executive officers, managers, and other key employees of the Company or an Affiliate, who may be designated individually or by groups or categories, in the discretion of the Committee. The Committee shall notify each executive officer, manager, or other key employee of his or her eligibility to participate in this Plan. Participation shall commence upon the execution of a Schedule A or similar agreement as provided herein.

ARTICLE IV
DEFERRALS

     4.1 Deferral of Compensation . A Participant shall be entitled to elect to defer a percentage of his or her Compensation in accordance with the following rules:

     4.2 Deferral of Bonus . A Participant shall be entitled to elect to defer a percentage of his or her Bonus pursuant to a separate election on Schedule A hereto, subject to the following rules:

As to an Incentive Bonus, a Participant shall be entitled to elect to defer a percentage of such Bonus not later than the date that is at least six months prior to the date on which the performance or similar period applicable to such Bonus expires or during such other election period as may be designated by the Committee.

     4.3 Form of Deferral Election . An election to defer Compensation or Bonus hereunder shall be made, in writing, and shall be irrevocable during the Plan Year with respect to which the election relates. The Committee, in its discretion, may further limit the amount of Compensation or Bonus subject to deferral hereunder, may prescribe a minimum deferral amount, may designate additional forms of remuneration for deferral under the Plan, may permit multiple Benefit Payment Dates or forms of payment with respect to amounts deferred hereunder, and may adopt such additional procedures as the Committee deems necessary or appropriate.

ARTICLE V
MAINTENANCE AND INVESTMENT OF
DEFERRED BENEFIT ACCOUNTS

     5.1 Establishment of Accounts . The Company shall establish and maintain one or more Deferred Benefit Accounts, which shall be credited with a Participant’s Compensation or Bonus deferred. A Deferred Benefit Account may be administered as one or more subaccounts to facilitate (a) the administration of a particular method of crediting income, gain, or losses, (b) the administration of a particular method or time of payment, (c) the payment of installments, or (d) for such other purpose as the Committee may deem necessary or appropriate.

     5.2 Status of Accounts . An Account established hereunder shall be a bookkeeping entry only. The establishment and maintenance of any such account shall not be deemed to create a trust or other form of fiduciary relationship between the Company (or an Affiliate) and any Participant or Beneficiary or otherwise create, for the benefit of any Participant or Beneficiary, an ownership interest in or expectation of any specific asset of the Company (or of any Affiliate).

     5.3 Investment Policy . The Committee shall establish an investment policy with respect to amounts credited to Accounts maintained hereunder, which policy shall be attached hereto as Exhibit B. Such policy may provide for the aggregation and investment of all Accounts, for the investment of such accounts in accordance with the specifications of each Participant, or for a combination thereof. Such determination shall be made in the sole discretion of the Committee and need not be uniform as to all Accounts maintained hereunder.

     If the Committee determines that the Accounts shall be aggregated for investment purposes, the Committee, in its discretion, shall direct the manner in which gain or loss is determined hereunder. The exercise of such discretion may include, but shall not be limited to, the appointment of an investment advisor or discretionary trustee to direct the investment and reinvestment of amounts credited to the Accounts.

     If the Committee permits Participants to provide investment specifications with respect to Accounts maintained hereunder, such specifications shall be deemed to be advisory only and shall not bind the Company, an Affiliate, or the Committee to acquire any specific property or to invest the assets of any trust established in connection with this Plan in accordance therewith. Such specifications shall relate to investment in the types of property, including open or closed end mutual funds, common or collective funds or other pooled or collective accounts, as may be designated, from time to time, by the Committee. The Committee shall adopt rules governing

investment specifications