EXHIBIT 10.1

                             SECOND AMENDMENT TO THE
             BANCORPSOUTH, INC. EXECUTIVE PERFORMANCE INCENTIVE PLAN


         THIS AMENDMENT to the BancorpSouth, Inc. Executive Performance
Incentive Plan (the "Plan") is made by BancorpSouth, Inc. (the "Company").

                                    RECITALS:

         WHEREAS, the Company established the Plan effective January 1, 2004 in
order to provide awards to executive officers that qualify as "performance-based
compensation," described in section 162(m)(4)(C) of the Internal Revenue Code,
and amended the Plan effective with the 2005 annual meeting of the Company to
permit performance-based awards to be made in the form of the Company's common
stock issued through the Company's 1994 Stock Incentive Plan;

         WHEREAS, the Company desires to expand the business criteria upon which
awards can be made under the Plan;

         NOW, THEREFORE, the Plan is hereby amended by restating Section 3.3 of
the Plan in the manner described herein, to be effective upon approval by the
shareholders of the Company.

         3.3 Performance Criteria of Awards. Subject to the terms hereof, and in
a manner consistent with Treas. Reg. ss. 1.162-27 or any successor rule under
the Code, performance goals shall be determined in the sole and absolute
discretion of the Committee, provided that the goals must be such that whether
or not the performance goal will be achieved is substantially uncertain at the
time the performance goals and the terms of the Award are established.
Performance goals may be based upon increases in performance of the Company over
a prior period, but may also be based on maintaining status quo or limiting
losses or decreases in performance, as is appropriate in view of the business
conditions of the Company, its industry or the market in which its securities
are traded at the time that a performance goal is established. For Awards made
in Performance Periods in 2006 or later, performance goals may be expressed as
targeted levels of performance and shall be determined on the basis of any or
all of the following criteria:

               (a)   Return on average equity or average assets.

               (b)   Deposits and other funding sources.

               (c)   Revenue, including interest income and/or non-interest
                     income, and/or return on revenue.

               (d)   Cash flow (operating, free, cash flow ROE, cash flow ROI).

               (e)   Earnings, before or after taxes, interest, depreciation,
                     and/or amortization.

               (f)   Earnings per share.

               (g)   Net interest margin.

               (h)   Improvement in credit quality measures, including (i)
                     non-performing asset ratio, (ii) net charge-off ratio, or
                     (iii) reserve coverage of non-performing loans vs. peers.

               (i)   Efficiency ratio.

               (j)   Loan growth.

               (k)   Total shareholder return.




         IN WITNESS WHEREOF, the Company has executed this instrument on this
the 27th day of April, 2006, but to be effective as provided herein.


                                   BANCORPSOUTH, INC.



                                   By:  /s/ L.NASH ALLEN, JR.
                                        ---------------------------------------

                                   Its: Treasurer and Chief Financial Officer
                                        ---------------------------------------