FEDERAL DEPOSIT INSURANCE CORPORATION
RE: Bank of Mississippi
Tupelo, Lee County, Mississippi
Application for Consent to Merge
and Establish 30 Branches
ORDER AND BASIS FOR CORPORATION APPROVAL
Pursuant to Section 18(c), Section 44(a), and other provisions of the Federal Deposit
Insurance ("FDI") Act, Bank of Mississippi, Tupelo, Lee County, Mississippi, an insured state
nonmember bank, with total resources of $3,017,933,000 and total deposits of $2,630,511,000 as
of March 31, 1997, has filed an application for the Corporation's consent to merge with
Volunteer Bank, Jackson, Madison County, Tennessee, an insured state nonmember bank with
total resources of $825,785,000 and total deposits of $711,335,000 as of March 1, 1997, under
the charter of Bank of Mississippi and with the title of BancorpSouth Bank, and to establish the
30 offices of Volunteer Bank as branches of the resultant bank. Notice of the proposed
transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act.
Essentially a corporate reorganization, the proposal would provide a means by which
BancorpSouth, Inc., Tupelo, Mississippi, a multi-bank holding company presently controlling the
two subject banks with aggregate total deposits of $3,341,846,000 may consolidate its operations
into a single bank. The proposed transaction would not affect the structure of commercial
banking or the concentration of banking resources within the relevant markets. Services to be
offered in the relevant market by the resultant bank would not differ materially from those
presently offered by the proponents.
A review of available information, including the Community Reinvestment Act ("CRA")
performance of the proponents, discloses no inconsistencies with the purposes of the CRA. The
resultant institution is expected to continue to meet the credit needs of its entire community,
consistent with the safe and sound operation of the institution.
In connection with the application the Corporation has also taken into consideration the
financial and managerial resources and future prospects of the proponent banks and the resultant
bank, the convenience and needs of the community to be served, and the applicable provisions of
section 44 of the FDI Act. Having found favorably on these statutory factors and having
considered other relevant information, including any reports on the competitive factors furnished
by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the
Director of the Office of Thrift Supervision and the Attorney General of the United States, it is
the Corporation's judgment that the application should be and hereby is approved, effective June
1, 1997, subject to the following conditions:
(1) That, prior to the effective date of approval, neither Mississippi nor Tennessee has "opted
out" of the Federal interstate bank- merger framework pursuant to section 44(a)(2);
(2) That Bank of Mississippi has satisfactorily complied with Tennessee's filing
requirements pursuant to section 44(b)(l);
(3) That the transaction shall not be consummated less than fifteen calendar days after the
effective date of approval or later than six months after approval is effective, unless such
period is extended for good cause by the Regional Director; and
(4) That until the proposed transaction is consummated, the FDIC shall have the right to
alter, suspend, or withdraw its approval should any interim development be deemed to
warrant such action.
Pursuant to delegated authority.
Dated at Washington, D.C., this 27th day of May 1997.
Nicholas J. Ketcha Jr.