Decisions on Bank Applications

Bank of Mississippi

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.
Director