BANCORPSOUTH INC
EX-10.H  DEFERRED COMPENSATION PLAN
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<TYPE>EX-10.H
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<FILENAME>g81397exv10wh.txt
<DESCRIPTION>EX-10.H  DEFERRED COMPENSATION PLAN
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                                 EXHIBIT 10(h)

                               BANCORPSOUTH, INC.

                           DEFERRED COMPENSATION PLAN

I.       Name and Purpose

                  The name of this plan is the BancorpSouth, Inc. Deferred
         Compensation Plan (the "Plan"). Its purpose is to provide certain
         employees of BancorpSouth, Inc. and its subsidiary companies
         (BancorpSouth, Inc. and such subsidiaries are sometimes collectively
         called the "Bank") with the opportunity to defer the receipt of
         compensation otherwise payable to them as employees of the Bank.

II.      Effective Date

                  The Plan shall be effective as of January 1, 1994.

III.     Participants

                  The Bank shall designate the employees that shall be eligible
         to participate in the Plan. Any Employee who elects to participate in
         the Plan is hereinafter called a "Participant". The Bank will
         establish for each Participant an unfunded deferred compensation
         account, as specified in Section V.

IV.      Election of Deferral

                  Each Participant shall be entitled to make an irrevocable
         election (in the form of Exhibit A hereto), as specified in Section
         VII, to defer receipt of a portion of the compensation otherwise
         payable by the Bank to the Participant. Any such election for a
         calendar year must be completed prior to January 1 of that year.

V.       Deferred Compensation Accounts

                  A separate account shall be established and maintained for
         each Participant, which account shall reflect the compensation
         deferred pursuant hereto by such Participant and specified in the
         applicable election form and all interest credited thereto from time
         to time. Each Participant's account shall be credited with interest as
         of June 30 and December 31 of each year. In the event that a
         Participant's account balance is distributed on a date other than June
         30 or December 31, his account shall be credited with interest thereon
         from the immediately preceding June 30 or December 31 to the date of
         distribution. No interest shall be credited to a Participant's account
         after the complete distribution of such Participant's account balance.
         Interest to be credited for any period shall be at a rate equal to the
         yield as quoted for the last business day of each year in The Wall
         Street Journal for the most recently issued U. S. Treasury Note with
         an original maturity of 10 years. This interest rate will be
         determined annually on January 1 and will remain in effect for the
         entire calendar year. Interest credits shall be computed on the basis
         of a 365-day year and credited on the average daily balance.

VI.      Method of Distribution of Deferred Compensation

                  A Participant's deferred compensation plus any interest
         credited thereon shall be payable in a series of substantially equal
         monthly payments commencing on the first day of the month coincident
         with or next following the later of (i) the earliest date that the
         Participant could elect to begin receiving a retirement income under
         the terms of the BancorpSouth, Inc. Retirement Plan, and (ii) the
         Participant's termination of employment. Said payments shall continue
         for a period of ten years or such other period determined by the Bank
         in its discretion.


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                  No distribution of a Participant's deferred compensation or
         any interest credited thereon may be made except as provided in this
         Section VI.

VII.     Manner of Electing Deferral

                  A Participant may elect to defer compensation by giving
         written notice to the Bank. Such notice must be received by the Bank
         prior to January 1 of the year for which the deferral is elected, must
         be in the form of Exhibit A hereto and set forth the Participant's
         irrevocable election as to the amount of compensation to be deferred.

VIII.    Distribution Upon Death

                  If any Participant dies before receiving all amounts credited
         to his account, the unpaid amounts in the Participant's account shall
         be paid to the Participant's surviving spouse, or if the Participant
         has no surviving spouse, to the Participant's estate, with payments to
         be made for the period elected by the Participant. Notwithstanding the
         foregoing, if a Participant's spouse fails to survive the Participant
         by at least ten (10) days, that spouse shall be deemed to have
         predeceased the Participant for purposes hereof.

IX.      Benefit Plans

                  The amount of each Participant's compensation which he elects
         to defer under the Plan shall not be deemed to be compensation for the
         purpose of calculating the amount of a Participant's benefits or
         contributions under any plan qualified under Section 401(a) of the
         Internal Revenue Code, the amount of life insurance payable under any
         life insurance plan established or maintained by the Bank, or the
         amount of any disability benefit payments payable under any disability
         plan established or maintained by the bank, except to the extent
         specifically provided in any such plan.

X.       Participant's Rights

                  Establishment of the Plan shall not be construed as giving
         any Participant the right to be retained in the Bank's service or
         employ or the right to receive any benefits not specifically provided
         by the Plan. A Participant shall not have any interest in the
         compensation deferred or interest credited to his account until such
         account is distributed in accordance with the Plan. All deferred
         compensation held for the account of a Participant under the Plan
         shall remain the sole property of the Bank, subject to the claims of
         its general creditors and available for its use for whatever purposes
         desired. With respect to amounts deferred or otherwise held for the
         account of a Participant, the Participant is merely a general creditor
         of the Bank; and the obligation of the Bank hereunder is purely
         contractual and shall not be funded or secured in any way.

XI.      Non-alienability and Non-transferability

                  The rights of a Participant to the payment of deferred
         compensation as provided in the Plan shall not be assigned,
         transferred, pledged or encumbered or be subject in any manner to
         alienation or anticipation. No Participant may borrow against his
         account. No account shall be subject in any manner to anticipation,
         alienation, sale, transfer, assignment, pledge, encumbrance, charge,
         garnishment, execution or levy of any kind, whether voluntary or
         involuntary, including but not limited to any liability which is for
         alimony or other payment for the support of a spouse or former spouse,
         or for any other relative of any Participant.

XII.     Administration

                  The Administrator of this Plan shall be the Board of
         Directors of BancorpSouth, Inc. except as otherwise determined by such
         Board of Directors. Such Board of Directors shall have the authority
         to adopt rules and regulations for carrying out the Plan and to
         interpret, construe and implement the provisions hereof. Any decision
         or interpretation of any provision of the Plan adopted by such board
         shall be final and conclusive. A Participant who is also a member of
         the Board of Directors shall not participate in any


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         decision involving any request made by him or relating in any way
         solely to his rights, duties and obligations as a Participant under
         the Plan.

XIII.    Amendment and Termination

                  The Plan may, at any time or from time to time, be amended,
         modified or terminated by the Board of Directors of BancorpSouth, Inc.
         However, no amendment, modification or termination of the Plan shall,
         without the consent of a Participant, adversely affect such
         Participant's rights with respect to amounts then accrued in his
         account.

XIV.     General Provisions

         (A)      Controlling Law. Except to the extent superseded by federal
                  law, the laws of the State of Mississippi shall be
                  controlling in all matters relating to the Plan, including
                  construction and performance hereof.

         (B)      Captions. The captions of Sections and paragraphs of this
                  Plan are for convenience of reference only and shall not
                  control or affect the meaning or construction of any of its
                  provisions.

         (C)      Facility of Payment. Any amounts payable hereunder to any
                  person who is under legal disability or who, in the judgment
                  of the Board of Directors of BancorpSouth, Inc., is unable to
                  properly manage his financial affairs may be paid to the
                  legal representative of such person or may be applied for the
                  benefit of such person in any manner which the Board of
                  Directors may select, and any such payment shall be deemed to
                  be payment of such person's account and shall be a complete
                  discharge of all liability of the Bank with respect to the
                  amount so paid.

         (D)      Withholding Payroll Taxes. To the extent required by the laws
                  in effect at the time compensation or deferred compensation
                  payments are made, the Bank shall withhold from such
                  compensation, or from deferred compensation payments made
                  hereunder, any taxes required to be withheld for federal,
                  state or local government purposes.

         (E)      Administrative Expenses. All expense of administering the
                  Plan shall be borne by the Bank and no part thereof shall be
                  charged against any Participant's account or any amounts
                  distributable hereunder.

         (F)      Any provision of this Plan prohibited by the law of any
                  jurisdiction shall, as to such jurisdiction, be ineffective
                  to the extent of such prohibition without invalidating the
                  remaining provision hereof.

         (G)      Except as otherwise expressly provided herein, no member of
                  the Board of Directors of BancorpSouth, Inc. and no officer,
                  employee, or agent of the Bank, shall have any liability to
                  any person, firm or corporation based on or arising out of
                  the Plan except in the case of gross negligence or fraud.

XV.      Unfunded Status of the Plan

                  Any and all payments made to the Participant pursuant to the
         Plan shall be made only from the general assets of the Bank. All
         accounts under the Plan shall be for bookkeeping purposes only and
         shall not represent a claim against specific assets of the Bank.
         Nothing contained in this Plan shall be deemed to create a trust of
         any kind or create any fiduciary relationship.


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                  IN WITNESS WHEREOF, BancorpSouth, Inc. has caused this Plan
         to be executed this 23rd day of November, 1993.


                                    BANCORPSOUTH, INC.


                                    By        /s/ Aubrey B. Patterson
                                      -----------------------------------------
                                        Chairman and Chief Executive Officer


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                                   EXHIBIT A


NOTICE OF ELECTION

To:      The Secretary of BancorpSouth, Inc.

         In accordance with the provisions of the BancorpSouth, Inc. Deferred
Compensation Plan, I hereby elect to defer the portion of my compensation
specified below that would otherwise be payable to me for services as an
employee of BancorpSouth, Inc. or its subsidiaries for the period beginning
January 1, ______ and ending December 31, _____.

Deferral Election


         ___% of compensation otherwise payable to me for the above period.

         or

         $ __________

All payments will be made in the manner specified in the Plan.

This election is irrevocable and is subject to the terms of the Plan, a copy of
which has been given to me.



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Employee                                    Date




Received on behalf of BancorpSouth, Inc.




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Secretary                                            Date


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