BANCORPSOUTH INC, 424B5, 1995-10-20

BANCORPSOUTH INC
424B5, 1995-10-20
STATE COMMERCIAL BANKS

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<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 33-91338

WES-TENN BANCORP, INC.

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200 West Washington Avenue
Covington, Tennessee 38019
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October 20, 1995

Dear Shareholder:

You are cordially invited to attend a special meeting of the shareholders
of Wes-Tenn Bancorp, Inc. in Covington, Tennessee on November 28, 1995 at 9:00
a.m. Central Time. At this special meeting, you will be asked to consider and
vote upon an Agreement and Plan of Merger, dated as of June 16, 1995, pursuant
to which Wes-Tenn Bancorp, Inc. is to merge with and into BancorpSouth, Inc., a
Mississippi corporation, with BancorpSouth, Inc. being the surviving
corporation. As part of the transaction, Tennessee Community Bank, a subsidiary
of Wes-Tenn Bancorp, Inc., is to merge with and into Volunteer Bank, a Tennessee
banking corporation and subsidiary of BancorpSouth, Inc., with Volunteer Bank
being the surviving corporation. As a result of the merger with BancorpSouth,
Inc., your shares of Common Stock of Wes-Tenn Bancorp, Inc. will be converted
into shares of Common Stock of BancorpSouth, Inc. in accordance with the
exchange ratio described in the Agreement and Plan of Merger and in the enclosed
Joint Prospectus Supplement and Proxy Statement.

Further information concerning the special meeting and the proposed mergers
is set forth in the enclosed Notice of Special Meeting and Joint Prospectus
Supplement and Proxy Statement. Wes-Tenn Bancorp, Inc.'s management and legal
counsel and representatives of Volunteer Bank and BancorpSouth, Inc. will be in
attendance at the special meeting to answer questions and to explain the
proposed mergers in detail.

Your vote on the proposed merger with BancorpSouth, Inc. is of great
importance. The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock of Wes-Tenn Bancorp, Inc. entitled to vote, among other
conditions, is required for the approval of the proposed merger. Even if you
plan to attend the special meeting, we ask that you execute and promptly return
your completed proxy in the enclosed postage-paid envelope so that your vote can
be recorded at the meeting. If you attend the meeting, you may withdraw your
proxy and vote your shares personally.

The Board of Directors of Wes-Tenn Bancorp, Inc. has considered and
approved the proposed merger with BancorpSouth, Inc., and unanimously recommends
that shareholders vote FOR approval of the merger.

Very truly yours,

Charles M. Ennis
President and Chief Executive Officer
<PAGE> 2

WES-TENN BANCORP, INC.

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200 West Washington Avenue
Covington, Tennessee 38019
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 28, 1995
---------------------

A special meeting of the shareholders of Wes-Tenn Bancorp, Inc. is to be
held at the offices of Wes-Tenn Bancorp, Inc. at 200 West Washington Avenue,
Covington, Tennessee on November 28, 1995 at 9:00 a.m. Central Time, for the
following purposes:

(1) To consider and vote upon an Agreement and Plan of Merger, dated
as of June 16, 1995, which provides for, among other things, the merger of
Wes-Tenn Bancorp, Inc. with and into BancorpSouth, Inc., a Mississippi
corporation and a registered bank holding company, with BancorpSouth, Inc.
being the surviving corporation; and

(2) To transact such other business as may properly come before the
special meeting or any adjournment thereof.

Only shareholders of record of Wes-Tenn Bancorp, Inc. at the close of
business on October 1, 1995 are entitled to notice of and to vote at the special
meeting. In the event that there are insufficient shares represented to approve
the proposed merger at the special meeting, such meeting may be adjourned to
permit further solicitation.

The Tennessee Business Corporation Act provides that holders of shares of
Wes-Tenn Common Stock outstanding at the time of the special meeting who do not
vote in favor of the Agreement and Plan of Merger and who otherwise comply with
certain notice and other requirements set forth in Tennessee Code Annotated
sec.sec. 48-23-101 et seq., a copy of which is included as Annex A to the
enclosed Joint Prospectus Supplement and Proxy Statement, will have the right to
dissent and to be paid cash for the fair value of their shares. Any shareholder
of Wes-Tenn Bancorp, Inc. dissenting from the proposed merger and desiring to
receive the appraised fair value of such shareholder's shares must file with the
Secretary of Wes-Tenn Bancorp, Inc. prior to or at the special meeting a written
objection to the proposed merger, stating that the shareholder intends to
dissent in the event that the proposed merger is effected. For a detailed
discussion of the procedures required to exercise these rights, see "The Special
Meeting-Dissenters' Rights" and Annex A in the enclosed Joint Prospectus
Supplement and Proxy Statement.

Even if you plan to attend the special meeting, we ask that you execute and
promptly return your completed proxy in the enclosed postage-paid envelope so
that your vote can be recorded at the meeting. If you attend the meeting, you
may withdraw your proxy and vote your shares personally.

By Order of the Board of Directors,

Janeice Frisbee
Secretary

Covington, Tennessee
October 20, 1995
<PAGE> 3

JOINT PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 9, 1995)
AND PROXY STATEMENT

1,586,096 SHARES

BANCORPSOUTH, INC.

COMMON STOCK
---------------------

This Joint Prospectus Supplement and Proxy Statement ("Supplement/Proxy
Statement") relates to the issuance of up to an aggregate of 1,586,096 shares of
Common Stock, $2.50 par value per share (the "BancorpSouth Common Stock"), of
BancorpSouth, Inc. (the "Company"), a Mississippi corporation, a bank holding
company registered under the Bank Holding Company Act of 1956, as amended (the
"BHCA"), and a savings and loan holding company registered under the Savings and
Loan Holding Company Act, as amended (the "SLHCA"), to the shareholders of
WesTenn Bancorp, Inc. ("Wes-Tenn"), a bank holding company registered under the
BHCA, in connection with an Agreement and Plan of Merger, dated as of June 16,
1995 (the "Merger Agreement"), described herein and separately furnished with
this Supplement/Proxy Statement. Pursuant to the Merger Agreement, Wes-Tenn is
to be merged with and into the Company (the "Merger"), Tennessee Community Bank
("TCB"), a Tennessee banking corporation and wholly-owned subsidiary of
Wes-Tenn, is to merge with and into Volunteer Bank ("Volunteer"), a Tennessee
banking corporation and wholly-owned subsidiary of the Company, and the separate
existence of Wes-Tenn and TCB will end. Each outstanding share of Common Stock
of Wes-Tenn, $1 par value per share (the "Wes-Tenn Common Stock"), is to be
converted into 0.6296 shares of BancorpSouth Common Stock (subject to adjustment
as described below) as described in the Merger Agreement and herein.

The outstanding shares of BancorpSouth Common Stock are, and the shares
offered hereby will be, included for quotation on The Nasdaq Stock Market
National Market ("Nasdaq"). The last reported sale price of BancorpSouth Common
Stock on Nasdaq on October 11, 1995 was $42 per share.

This Supplement/Proxy Statement also serves as the proxy statement of
WesTenn with respect to a special meeting of the shareholders of Wes-Tenn to be
held at 9:00 a.m. Central Time on November 28, 1995, at 200 West Washington
Avenue, Covington, Tennessee, or any adjournment thereof, to consider and vote
upon the transactions described in the Merger Agreement (the "Special
Meeting"). All information contained in this Supplement/Proxy Statement related
to the Company and its subsidiaries has been supplied by the Company and all
information relating to Wes-Tenn and its subsidiaries has been supplied by
Wes-Tenn. This Supplement/Proxy Statement and the accompanying proxy card are
first being mailed to shareholders of Wes-Tenn on or about October 20, 1995.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS SUPPLEMENT/PROXY STATEMENT. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------

SHARES OF BANCORPSOUTH COMMON STOCK TO BE ISSUED PURSUANT TO THE MERGER
AGREEMENT ARE NOT A SAVINGS OR DEPOSIT ACCOUNT AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
---------------------

THE DATE OF THIS SUPPLEMENT/PROXY STATEMENT IS SEPTEMBER 20, 1995.
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
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Page
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<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5

SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-13

THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Matters to Be Considered at the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Shares Entitled to Vote; Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Voting and Revocability of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Reasons for the Merger; Recommendation of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . S-24
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-26
Regulatory Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-33
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-33
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-33
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Resale Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-35
Comparison of Rights of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-36
Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-36

THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-37
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-37
Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-37
Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-38
Conduct of Business Pending the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-39
Conditions to Consummation of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-39
Employment of Wes-Tenn Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-40
Filing for Regulatory Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-41
Amendment of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-41
Termination of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-41

DESCRIPTION OF WES-TENN COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-42
Voting Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-42
Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-42

WES-TENN MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-43

COMPARISON OF RIGHTS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-45
Voting Rights; Cumulative Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-45
Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-45
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-47
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-47
Indemnification of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-47
</TABLE>

S-2

<PAGE> 5

<TABLE>
<S> <C>
Permitted Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-48
Rights of Shareholders to Call Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-48

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-49

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-49

Annex A -- Provisions of T.C.A. Section Section 48-23-101 et seq. relating to dissenters' rights . . . . . . . . . A-1

Annex B -- Fairness Opinion of Mercer Capital Management, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>

______________

No person has been authorized to give any information or to make any
representations other than those contained in this Supplement/Proxy Statement
in connection with the offering made hereby, and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This Supplement/Proxy Statement does not constitute
an offer to sell or a solicitation of an offer to buy any securities other than
the shares of BancorpSouth Common Stock offered hereby or an offer to sell or a
solicitation of an offer to buy such shares to any person, or the solicitation
of a proxy from any person, in any jurisdiction in which such offer,
solicitation of an offer or proxy solicitation is unlawful. The delivery of
this Supplement/Proxy Statement at any time does not imply that the information
herein is correct as of any time subsequent to its date.

S-3
<PAGE> 6

AVAILABLE INFORMATION

The Company and Wes-Tenn are reporting companies subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith file reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports and other information filed by the Company and Wes-Tenn with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York,
10048. Copies of such materials can be obtained at prescribed rates from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549.

The Company has filed with the Commission a Post-Effective Amendment
(the "Amendment") to a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities Act") with
respect to the securities offered hereby. This Supplement/Proxy Statement,
which forms a part of the Amendment, does not contain all the information set
forth in the Amendment or the Registration Statement and the exhibits thereto.
Certain items have been omitted in accordance with the Commission's rules and
regulations. For further information with respect to the Company, Wes-Tenn and
the securities offered hereby, reference is made to the Registration Statement,
including all amendments thereto and the exhibits filed as a part thereof.

Wes-Tenn's 1994 Annual Report to Shareholders, Annual Report on Form
10-K for the year ended December 31, 1994, Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995, as well as the Merger Agreement, excluding
exhibits and schedules, are being separately furnished to each shareholder of
Wes-Tenn concurrently with this Supplement/Proxy Statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Wes-Tenn's 1994 Annual Report to Shareholders, Annual Report on Form
10-K for the year ended December 31, 1994 and Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 are being separately furnished concurrently
with this Supplement/Proxy Statement and, except with respect to the portions
of Wes-Tenn's 1994 Annual Report to Shareholders other than Wes-Tenn's
consolidated financial statements and notes thereto and management's discussion
and analysis of financial condition and results of operations, are incorporated
herein by reference. The Company's Annual Report on Form 10-K for the year
ended December 31, 1994, Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, Current Report on Form 8-K filed on June 22, 1995 and Current
Report on Form 8-K filed on July 14, 1995 are incorporated herein by reference.

All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Supplement/Proxy Statement and prior to the Special Meeting shall be
deemed to be incorporated by reference into this Supplement/Proxy Statement.
Any statement contained herein, or in a document incorporated or deemed to be
incorporated by reference in this Supplement/Proxy Statement shall be deemed to
be modified or superseded for purposes of this Supplement/Proxy Statement to
the extent that a statement contained in this Supplement/Proxy Statement or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Supplement/Proxy Statement modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Supplement/Proxy Statement.

THIS SUPPLEMENT/PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. A COPY OF THESE
DOCUMENTS IS AVAILABLE UPON REQUEST FROM CATHY M. ROBERTSON, CORPORATE
SECRETARY, BANCORPSOUTH, INC., ONE MISSISSIPPI PLAZA, TUPELO, MISSISSIPPI
38801, (601) 680-2000. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS
PRIOR TO THE SPECIAL MEETING, ANY REQUEST SHOULD BE MADE BY NOVEMBER 20, 1995.

S-4

<PAGE> 7

SUMMARY

The following summary of certain information contained elsewhere in this
Supplement/Proxy Statement does not purport to be complete and is qualified in
its entirety by the more detailed information appearing elsewhere or
incorporated by reference herein. Unless the context otherwise requires, all
references to the "Company" include BancorpSouth, Inc. and its wholly-owned
subsidiaries. Unless the context otherwise requires, all references to "Wes-
Tenn" include Wes-Tenn Bancorp, Inc. and its direct and indirect wholly-owned
subsidiaries.

PARTIES TO THE MERGER TRANSACTION

BANCORPSOUTH, INC.; VOLUNTEER BANK

The Company was incorporated in February 1982 in the State of
Mississippi, and is a bank holding company registered under the BHCA and a
savings and loan holding company registered under the SLHCA. The Company owns
all of the outstanding capital stock of Volunteer, a Tennessee banking
corporation with its principal office located in Jackson, Tennessee and 14
branch offices located in west Tennessee; Bank of Mississippi, a Mississippi
banking corporation with its principal office located in Tupelo, Mississippi
and 84 branch offices located across the State of Mississippi; and Laurel
Federal Savings and Loan Association, a federally chartered savings and loan
association with its principal office located in Laurel, Mississippi and seven
branch offices located in west Mississippi. The principal executive offices of
the Company are located at One Mississippi Plaza, Tupelo, Mississippi 38801,
and its telephone number is (601) 680-2000.

Effective as of July 31, 1995, First Federal Bank for Savings ("First
Federal"), a federally chartered savings bank located in Starkville,
Mississippi, merged with and into Bank of Mississippi in exchange for shares of
BancorpSouth Common Stock. First Federal was chartered in 1934 as a federal
savings and loan association, converted to a mutual savings bank in 1988 and
converted to a stock savings bank in October 1993. First Federal operated from
a single office located in Starkville, Mississippi and at June 30, 1995 had
total assets of approximately $25 million and total deposits of approximately
$22 million. The Company accounted for the merger with First Federal as a
pooling of interests.

Effective as of September 1, 1995, Volunteer acquired substantially all
of the assets, and assumed certain liabilities, of Shelby Bank, a Tennessee
banking corporation, in exchange for shares of BancorpSouth Common Stock.
Shelby Bank operated a general commercial banking business at a single office
located in Bartlett, Shelby County, Tennessee and at June 30, 1995 had assets
of approximately $25.8 million.

WES-TENN BANCORP, INC.; TENNESSEE COMMUNITY BANK

Wes-Tenn was incorporated in February 1987 in the State of Tennessee and
is a bank holding company registered under the BHCA. Wes-Tenn owns all of the
outstanding capital stock of TCB, a Tennessee banking corporation which
operates a general commercial banking business through its principal office in
Covington, Tennessee and 14 branch offices located in west Tennessee. The
principal executive offices of Wes-Tenn are located at 200 West Washington
Avenue, Covington, Tennessee 38019 and its telephone number is (901) 476-7166.

Effective as of April 3, 1995, West Tennessee Financial Corporation
("WTFC"), a Tennessee corporation and bank holding company, merged with and
into Wes-Tenn in exchange for shares of Wes-Tenn Common Stock. WTFC owned all
of the capital stock of Community Bank of West Tennessee, a Tennessee banking
corporation ("CBWT"), which simultaneously merged with and into TCB. CBWT
operated a general commercial banking business in two locations in southwest
Tennessee and at March 31, 1995 had total assets of approximately $38 million.
Wes-Tenn accounted for the merger with WTFC as a purchase, with approximately
$1 million of consideration paid in excess of fair value of net assets acquired
in the merger recorded as goodwill.

S-5
<PAGE> 8

Effective as of April 17, 1995, Wes-Tenn effected a four-for-one stock
split of Wes-Tenn Common Stock. For additional information concerning Wes-Tenn,
see Wes-Tenn's 1994 Annual Report to Shareholders, Annual Report on Form 10-K
for the year ended December 31, 1994 and Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, which accompany this Supplement/Proxy Statement.

THE MERGER

If the Merger Agreement is approved by the shareholders of Wes-Tenn and
certain other conditions are satisfied: (i) Wes-Tenn will merge with and into
the Company; (ii) TCB will merge with and into Volunteer; (iii) the Wes-Tenn
Common Stock will be converted into BancorpSouth Common Stock in accordance
with the Exchange Ratio, as defined below; and (iv) the separate existence of
Wes-Tenn and TCB will cease.

The Merger Agreement contains various representations and warranties by
the Company and Wes-Tenn, and the obligations of such parties are subject to
certain conditions. See "The Merger Agreement."

CONVERSION OF WES-TENN COMMON STOCK

Upon effectiveness of the Merger, each share of Wes-Tenn Common Stock,
other than shares held by dissenting shareholders, will be converted into, and
become exchangeable for, 0.6296 shares of BancorpSouth Common Stock, subject to
adjustment as discussed below (the "Exchange Ratio"), and cash in lieu of the
issuance of fractional shares of BancorpSouth Common Stock (together, the
"Merger Consideration"). The Exchange Ratio was determined through arm's-
length negotiations between the management of the Company and management of
Wes-Tenn. The Exchange Ratio may be adjusted in the event of a change in the
price per share of BancorpSouth Common Stock, pursuant to the terms of the
Merger Agreement. There can be no assurance that the price per share of
BancorpSouth Common Stock will not change prior to consummation of the Merger.

The Exchange Ratio is to be adjusted in the event that the average of
the high "bid" and low "ask" prices per shares of BancorpSouth Common Stock for
each of the 20 trading days immediately preceding the consummation of the
Merger (the "Recalculated Price") is less than $32.8738 or more than $44.4763.
If the Recalculated Price is less than $32.8738, Wes-Tenn may terminate the
Merger Agreement unless the Company agrees to recalculate the Exchange Ratio as
set forth in the Merger Agreement and as described herein under "The Merger --
Fairness Opinion." If the Recalculated Price is greater than $44.4763, the
Company may terminate the Merger Agreement unless Wes-Tenn agrees to
recalculate the Exchange Ratio as set forth in the Merger Agreement and as
described herein under "The Merger -- Fairness Opinion."

SPECIAL MEETING OF SHAREHOLDERS OF WES-TENN; RECORD DATE

The Special Meeting will be held on November 28, 1995 at 9:00 a.m.
Central Time at the offices of Wes-Tenn at 200 West Washington Avenue,
Covington, Tennessee. The purpose of the Special Meeting is to consider and
vote upon the Merger Agreement and any other matters that may be properly
brought before the shareholders of Wes-Tenn at the Special Meeting. Only
holders of record of shares of Wes-Tenn Common Stock at the close of business
on October 1, 1995 will be entitled to receive notice of and to vote at the
Special Meeting.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Consummation of the Merger will require the affirmative vote of the
holders of a majority of the outstanding shares of Wes-Tenn Common Stock. Each
share of Wes-Tenn Common Stock is entitled to one vote. At September 8, 1995,
Wes-Tenn's directors, executive officers and affiliates beneficially owned
383,672 shares of Wes-Tenn Common Stock, or approximately 15.23% of the then
outstanding shares of Wes-Tenn Common Stock. The directors and executive
officers of Wes-Tenn have indicated that they

S-6
<PAGE> 9

intend to vote their shares of Wes-Tenn Common Stock for approval and adoption
of the Merger Agreement. See "Special Meeting -- Vote Required."

THE WES-TENN BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT AS BEING IN THE BEST INTERESTS OF THE WES-TENN SHAREHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT THE WES-TENN SHAREHOLDERS VOTE FOR THE APPROVAL AND
ADOPTION OF THE MERGER AGREEMENT.

The vote of the holders of BancorpSouth Common Stock is not required to
approve the Merger.

BACKGROUND OF AND REASONS FOR THE MERGER

On April 12, 1995, representatives of Volunteer met with representatives
of Wes-Tenn to discuss a possible business combination proposed by Volunteer.
Michael W. Weeks, the Chairman of the Board and Chief Executive Officer of
Volunteer, described the Company's operations in Mississippi and Tennessee.
Mr. Weeks presented a financial analysis of a combined entity of the Company
and Wes-Tenn, based upon a merger consideration of approximately two times
Wes-Tenn's book value. On April 20, 1995, representatives of the Company and
Wes-Tenn met to discuss the Company's strategy and banking philosophy and
Wes-Tenn's potential role in such strategy, the amount of merger consideration
proposed by the Company and other matters related to the proposed merger.
During the three-week period following this meeting, representatives of the
Company and Wes-Tenn engaged in a series of telephone conversations to discuss
the proposed merger. On May 9, 1995, the Planning Committee reported to the
Wes-Tenn Board of Directors the substance of its discussions with
representatives of the Company. On May 19, 1995, members of the Wes-Tenn
Planning Committee met with its legal counsel and representatives of an
investment banking firm to review publicly available information compiled by
the investment banking firm, which showed that the Company compared favorably
to nine other bank holding companies operating in the southeastern or midsouth
United States with respect to such factors as earnings per share, dividend
yield, asset quality, stock performance, stock price to earnings and book value
ratios and capital ratios. The information also included a summary of
published price to earnings, price to book value and premium to core deposits
multiples for acquisitions in Tennessee, the southeastern United States and
nationwide. The book value multiple resulting from the merger consideration
proposed by the Company significantly exceeded the median of the published
price to book value multiples.

On May 25, 1995, Wes-Tenn's Planning Committee and representatives of
the Company met to discuss the details of the proposed business combination,
following which the Wes-Tenn Board of Directors authorized the Planning
Committee to proceed with the discussions. On June 1, 1995, counsel to the
Company delivered an initial draft of the Merger Agreement to Wes-Tenn and its
counsel. The Planning Committee met with its counsel on June 3 and June 4,
1995 to discuss the draft Merger Agreement and to develop comments and
responses to such agreement. On June 5, 1995, the Planning Committee and
representatives of the Company, and their respective legal advisors, met to
negotiate the terms of the proposed Merger Agreement. On June 7, 1995, counsel
to the Company distributed a due diligence request and a confidentiality
agreement to Wes-Tenn, which was executed by the Company and Wes-Tenn on June
9, 1995. On June 10, 1995, the Wes-Tenn Board of Directors met with its
counsel and discussed a revised draft of the agreement. From June 13-16, 1995,
representatives of the Company and Wes-Tenn each conducted a due diligence
review and continued to negotiate the final terms of the Merger Agreement. On
June 14, 1995, the Wes-Tenn Board of Directors met to review further the
revised agreement and to hear from its counsel and management the results of a
due diligence review of the Company. On June 15, 1995, the Wes-Tenn Board of
Directors met with its legal counsel and unanimously approved the Merger
Agreement, which was executed by the parties on June 16, 1995. On June 28,
1995, the Company's Board of Directors ratified the execution of the Merger
Agreement and authorized preparation of this Supplement/Proxy Statement.

In reaching its determination that the Merger and the Merger Agreement
are fair to, and in the best interest of, Wes-Tenn and its shareholders, the
Wes-Tenn Board of Directors considered a number of factors, including, without
limitation, that (i) the proposed Merger Consideration exceeded the minimum
amount that management of Wes-Tenn considered necessary in order to consider a
possible acquisition of Wes-Tenn, and the price to book value multiple of
approximately 2.05 resulting from the proposed Merger Consideration generally
significantly exceeded the median book value multiple of other acquisitions in

S-7
<PAGE> 10

Tennessee, the southeastern United States and nationwide, (ii) consummation of
the Merger is conditioned on the receipt by Wes-Tenn of a fairness opinion,
(iii) the Company's financial and stock performance compared favorably with
other bank holding companies in the region, (iv) the Merger would allow
Wes-Tenn shareholders to become shareholders in a well-capitalized institution,
whose stock is traded on Nasdaq with sufficient trading volume to provide
liquidity for Wes-Tenn shareholders and whose recent earnings and dividend
payments have been strong; (v) the Company offers an opportunity for more rapid
growth than Wes-Tenn, and as the Company grows, the price to book value
multiple of BancorpSouth Common Stock would likely improve to approximate that
of larger bank holding companies in the southeastern United States and the
Company would likely increase its level of institutional shareholders, (vi) the
Merger would create one of the largest banks in the west Tennessee area and
would allow Volunteer to significantly increase its market area, which overlaps
with TCB's market area in only two counties, thereby limiting anti-trust
concerns and likely making Wes-Tenn more valuable to the Company than other
potential acquirors, (vii) Volunteer had expressed interest in retaining
Wes-Tenn's senior management and including directors of Wes-Tenn on the
Volunteer Board of Directors, (viii) the Merger would generally be a tax-free
transaction for Wes-Tenn and its shareholders, and (ix) the Merger presented a
more attractive alternative than remaining independent and growing internally,
remaining independent for a period of time and then selling Wes-Tenn, and
remaining independent and growing through future acquisitions.

See "The Merger -- Background of the Merger" and "The Merger -- Reasons
for the Merger; Recommendation of the Board of Directors."

FAIRNESS OPINION

Mercer Capital Management, Inc. ("Mercer Capital"), a valuation advisory
firm headquartered in Memphis, Tennessee, was retained by Wes-Tenn on August
14, 1995, after the Merger Agreement had been executed and delivered, to render
a formal written opinion addressed to the Board of Directors of Wes-Tenn as to
the fairness from a financial point of view of the terms of the Merger to the
shareholders of Wes-Tenn (the "Fairness Opinion"). On September 8, 1995,
Mercer Capital rendered the Fairness Opinion, which is attached hereto as Annex
B. See "The Merger -- Fairness Opinion."

SHAREHOLDERS' RIGHTS OF APPRAISAL

The Tennessee Business Corporation Act provides that holders of shares
of Wes-Tenn Common Stock outstanding at the time of the Special Meeting who do
not vote in favor of the Merger Agreement and who otherwise comply with certain
notice and other requirements set forth in Sections 48-23-101 et seq. of the
Tennessee Code Annotated will have the right to dissent and to be paid cash for
the fair value of their shares. See "The Special Meeting -- Dissenters'
Rights" and Annex A hereto.

If a shareholder of Wes-Tenn elects to exercise such shareholder's right
to dissent from the Merger and demand payment of the fair or appraised value of
such shareholder's shares of Wes-Tenn Common Stock, such shareholder must
satisfy both of the following conditions, as well as the other applicable
procedural requirements: (i) the shareholder must deliver to Wes-Tenn prior to
the Special Meeting a written notice of intent to demand payment for such
shareholder's shares, and (ii) the shareholder may not vote his or her shares
in favor of the Merger. Written notices should be submitted to Janeice
Frisbee, Secretary, Wes-Tenn Bancorp, Inc., 200 West Washington Avenue,
Covington, Tennessee 38019. A proxy or vote against the Merger without prior
delivery of a written notice of intent to demand payment is not sufficient to
satisfy the notice requirements of the statute.

A condition to the parties' obligations under the Merger Agreement is
that the amount of cash consideration payable by the Company to shareholders of
Wes-Tenn shall not exceed 9.9% of the total consideration in the Merger or such
lesser amount required for the Merger to qualify as a pooling of interests.

S-8
<PAGE> 11

Holders of BancorpSouth Common Stock are not entitled to dissenters'
rights with respect to the Merger.

CONDITIONS; REGULATORY APPROVALS

Consummation of the Merger is subject to certain conditions, including
the approval of Wes-Tenn shareholders and the receipt of applicable regulatory
approvals or consents, including those of the Federal Deposit Insurance
Corporation (the "FDIC") and the Tennessee Department of Financial Institutions
(the "TDFI"). The Company filed an application with the FDIC on August 18,
1995. Following receipt of the anticipated FDIC approval of the application,
the United States Department of Justice would have an additional 15 calendar
days to submit any adverse comments with regard to the Merger relating to
competitive factors. Such approval is expected to be obtained and the waiting
period to have expired by November 30, 1995. On October 13, 1995, the TDFI
approved an application filed by the Company with respect to the Merger. See
"The Merger -- Regulatory Approvals" and "The Merger Agreement -- Conditions to
Consummation of the Merger."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

At October 1, 1995, the directors and executive officers of Wes-Tenn
beneficially owned an aggregate of 383,672 shares of Wes-Tenn Common Stock and,
based upon an Exchange Ratio of 0.6296 and assuming such shares are owned upon
effectiveness of the Merger, would receive an aggregate of approximately
241,560 shares of BancorpSouth Common Stock upon consummation of the Merger.
See "The Merger -- Interests of Certain Persons in the Merger" and "Description
of Wes-Tenn Common Stock -- Beneficial Ownership."

Pursuant to the Merger Agreement, the Company has agreed to increase the
number of directors on Volunteer's Board of Directors by up to eight persons.
The Company, as the sole shareholder of Volunteer, will have these additional
Volunteer directorships filled by the election of members of the Wes-Tenn Board
of Directors serving as of the consummation of the Merger. The Company has
also agreed to nominate, following consummation of the Merger, a member of the
Wes-Tenn Board of Directors, chosen by the Company after consultation with the
Wes-Tenn Board of Directors, for a seat on the Board of Directors of the
Company. See "Wes-Tenn Management."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Consummation of the Merger is conditioned upon the receipt by Wes-Tenn
of an opinion of KPMG Peat Marwick LLP, independent certified public
accountants, to the effect that, for federal income tax purposes, the Merger
will constitute a tax-free reorganization under Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "Code"). The opinion of KPMG
Peat Marwick LLP will not be binding on the Internal Revenue Service or any
court. If the Merger was determined not to qualify as a "reorganization" under
Section 368(a) of the Code, the Merger would be treated as a taxable sale of
assets by Wes-Tenn followed by the liquidation of Wes-Tenn. A shareholder of
Wes-Tenn who receives cash in lieu of a fractional share of BancorpSouth Common
Stock in the Merger will recognize gain (or loss) as if the fractional share
had been received and then redeemed for the cash. The amount of gain or loss
will equal the difference between the amount of cash and the shareholder's
basis in the fractional share interest. In such event, any gain or loss
recognized will be capital gain (or loss) if the shares of Wes-Tenn Common
Stock are held by such shareholder as a capital asset at the Effective Time.
The receipt of cash for shares of Wes-Tenn Common Stock as a result of the
exercise of dissenters' rights will be taxable as a redemption of those shares
for the cash. Any shareholder considering the exercise of dissenters' rights
should consult his or her tax advisor regarding the tax consequences of
exercising dissenters' rights. See "The Merger -- Certain Federal Income Tax
Consequences."

S-9
<PAGE> 12

ACCOUNTING TREATMENT

The Company intends to account for the Merger as a pooling of interests.
A condition to the performance by each of the parties under the Merger
Agreement is the receipt of an opinion of KPMG Peat Marwick LLP that the Merger
will qualify as a pooling of interests and that the amount of cash
consideration payable by the Company to shareholders of Wes-Tenn shall not
exceed 9.9% of the total consideration in the Merger or such lesser amount
required for the Merger to qualify as a pooling of interests.

RESALE RESTRICTIONS

Shares of BancorpSouth Common Stock received by the shareholders of
Wes-Tenn in the Merger will be freely transferable, except that shares of
BancorpSouth Common Stock received by persons who are deemed to be "affiliates"
(as that term is defined under the Securities Act) of Wes-Tenn at the time of
the Special Meeting may be re-sold by them only in certain permitted
circumstances. Wes-Tenn has agreed to use its best efforts to cause each of
its affiliates to deliver to the Company a written agreement providing that
such person will not sell, pledge, transfer, or otherwise dispose of the shares
of Wes-Tenn Common Stock held by such person except as contemplated by the
Merger Agreement and will not sell, pledge, transfer, or otherwise dispose of
the shares of BancorpSouth Common Stock to be received by such person upon
consummation of the Merger except in compliance with applicable provisions of
the Securities Act and the rules and regulations thereunder and until such time
as financial results covering at least 30 days of combined operations of the
Company and Wes-Tenn have been published. Shares of BancorpSouth Common Stock
issued to affiliates of Wes-Tenn in exchange for Wes-Tenn Common Stock will not
be transferable until such time as financial results covering at least 30 days
of combined operations of the Company and Wes-Tenn have been published,
regardless of whether each such affiliate has provided the written agreement to
the Company. This Supplement/Proxy Statement is not intended to be used in
connection with the resale of BancorpSouth Common Stock by such affiliates.
See "The Merger -- Resale Restrictions."

STOCK OPTION AGREEMENT

In conjunction with, and in furtherance of, the execution of the Merger
Agreement, the Company and Wes-Tenn entered into a stock option agreement (the
"Stock Option Agreement") whereby the Company was granted an irrevocable option
(the "Option") to purchase up to 472,441 shares of Wes-Tenn Common Stock at a
cash purchase price of $18 per share. The Option may be exercised by the
Company, in whole or in part, at any time or from time to time, on or before
the earlier to occur of (i) the consummation of the Merger or (ii) 12 months
after the first occurrence, without prior written consent of the Company, of
(A) Wes-Tenn or TCB entering into, or the Wes-Tenn Board of Directors
recommending that Wes-Tenn shareholders approve, an agreement to engage in a
merger, consolidation or similar transaction, a purchase, lease or other
acquisition of more than 5% of the assets of Wes-Tenn or TCB, or a purchase or
other acquisition of securities representing 5% or more of the voting power of
Wes-Tenn or TCB (each, an "Acquisition Transaction") with any person or entity
other than the Company, or (B) any person or entity other than the Company
acquiring beneficial ownership or the right to acquire beneficial ownership of
10% or more of the outstanding shares of Wes-Tenn Common Stock. In the event
that an Acquisition Transaction with Wes-Tenn is consummated by a party other
than the Company, the Company may elect, in lieu of exercise of the Option, to
receive $3 million in cash. The Company may also elect to receive a lesser
amount of cash that may be paid by Wes-Tenn without obtaining prior regulatory
approval and to exercise the Option as to a pro rata number of shares of
Wes-Tenn Common Stock subject to the Option, based on the amount of cash
payment to the Company. The Stock Option Agreement could make an Acquisition
Transaction involving Wes-Tenn more costly to effect because of the $3 million
cash payment provision or the necessity of acquiring shares of Wes-Tenn Common
Stock acquired by the Company under the Option.

S-10
<PAGE> 13

COMPARATIVE MARKET DATA

The BancorpSouth Common Stock has been traded on Nasdaq under the symbol
"BOMS" since 1985. At October 1, 1995, there were approximately 6,185
shareholders of record of the BancorpSouth Common Stock.

At October 1, 1995, there were approximately 701 shareholders of record
of the Wes-Tenn Common Stock. Wes-Tenn Common Stock is not listed, traded or
quoted on any securities exchange or in the over-the-counter market, and no
dealer makes a market in the Wes-Tenn Common Stock, although isolated
transactions between individuals occur from time to time. In order to provide
some liquidity in the Wes-Tenn Common Stock, Wes-Tenn has from time to time
redeemed shares of Common Stock from shareholders who wish to sell their
shares. In February 1993, Wes-Tenn redeemed 84,772 shares of Wes-Tenn Common
Stock at $8.50 per share and 12,360 warrants at $2 per warrant. In September
1993, Wes-Tenn redeemed 29,760 shares at $9.625 per share. During the fourth
quarter of 1994, Wes-Tenn redeemed 61,380 shares at $13.75 per share and 63,492
warrants at $7.625 per warrant. To the knowledge of Wes-Tenn's management, the
most recent transaction with respect to Wes-Tenn Common Stock was effected at
$25 per share on October 11, 1995. These amounts have been adjusted to give
effect to a four-for-one stock split of Wes-Tenn Common Stock on April 17,
1995.

At June 15, 1995, the date immediately preceding the public announcement
of the proposed Merger, the closing price per share as reported on Nasdaq for
the BancorpSouth Common Stock was $39.50. On October 11, 1995, the closing
price per share of BancorpSouth Common Stock was $42.

The table below sets forth, for the periods indicated, the range of
closing sales prices as reported on Nasdaq for the BancorpSouth Common Stock.
<TABLE>
<CAPTION>
BANCORPSOUTH
COMMON STOCK(1)
---------------

HIGH LOW
---- ---
1995
<S> <C> <C>
First Quarter . . . . . . . . . . . . . . . . . . . $36.50 $32.25
Second Quarter . . . . . . . . . . . . . . . . . . 40.00 36.00
Third Quarter . . . . . . . . . . . . . . . . . . . 41.75 38.75
Fourth Quarter (through October 11, 1995) . . . . . 43.00 40.50

1994
First Quarter . . . . . . . . . . . . . . . . . . . $33.00 $29.00
Second Quarter . . . . . . . . . . . . . . . . . . 33.25 29.00
Third Quarter . . . . . . . . . . . . . . . . . . 36.25 34.00
Fourth Quarter . . . . . . . . . . . . . . . . . . 34.75 31.00

1993
First Quarter . . . . . . . . . . . . . . . . . . . $31.96 $29.57
Second Quarter . . . . . . . . . . . . . . . . . . 35.00 31.09
Third Quarter . . . . . . . . . . . . . . . . . . 34.78 31.63
Fourth Quarter . . . . . . . . . . . . . . . . . . 36.96 31.00

1992
First Quarter . . . . . . . . . . . . . . . . . . . $27.17 $23.26
Second Quarter . . . . . . . . . . . . . . . . . . 27.83 25.65
Third Quarter . . . . . . . . . . . . . . . . . . 27.83 23.91
Fourth Quarter . . . . . . . . . . . . . . . . . . 31.09 26.09
</TABLE>

______________________
(1) All share prices for BancorpSouth Common Stock have been adjusted to give
effect to a 15% stock dividend paid on December 1, 1993 to all
shareholders of record on November 15, 1993.

S-11
<PAGE> 14

COMPARATIVE PER SHARE DATA

The following table presents selected comparative unaudited per share
data (i) of each of the Company and Wes-Tenn on an historical basis, (ii) for
the Company and Wes-Tenn on a pro forma basis, (iii) for the Company, Wes-Tenn
and other pending acquisitions on a pro forma basis, (iv) for Wes-Tenn on a pro
forma equivalent basis; and (v) for Wes-Tenn and other pending acquisitions on
a pro forma equivalent basis.

<TABLE>
<CAPTION>
BOOK VALUE PER SHARE: December 31, 1994 JUNE 30, 1995
--------------------------- -------------------
<S> <C> <C>
The Company historical (1) . . . . . . . . . . . . . . . $25.71 $27.01
Wes-Tenn historical (2) . . . . . . . . . . . . . . . . . 11.51 12.35
The Company and Wes-Tenn pro forma (3) . . . . . . . . . 24.57 25.87
The Company, Wes-Tenn and other pending acquisitions
pro forma (4) . . . . . . . . . . . . . . . . . . . . 24.67 25.96
Wes-Tenn pro forma equivalent (5) . . . . . . . . . . . . 15.47 16.29
Wes-Tenn and other pending acquisitions pro forma
equivalent (6) . . . . . . . . . . . . . . . . . . . . 15.53 16.34

<CAPTION>
NET INCOME PER SHARE (7): SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------- ------------------
1992 1993 1994 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
The Company historical (1) . . . . . . . . . . . . . . . $2.32 2.95 $3.00 $1.71
Wes-Tenn historical (2) (8) . . . . . . . . . . . . . . . 1.29 1.59 1.38 0.66
The Company and Wes-Tenn pro forma (3) . . . . . . . . . 2.25 2.88 2.88 1.60
The Company, Wes-Tenn and other pending acquisitions
pro forma (4) . . . . . . . . . . . . . . . . . . . . 2.18 2.82 2.85 1.59
Wes-Tenn pro forma equivalent (5) . . . . . . . . . . . . 1.42 1.81 1.81 1.01
Wes-Tenn and other pending acquisitions pro forma
equivalent (6) . . . . . . . . . . . . . . . . . . . . 1.37 1.78 1.79 1.00

<CAPTION>
CASH DIVIDENDS PER SHARE: SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------- -------------------
1992 1993 1994 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
The Company historical . . . . . . . . . . . . . . . . . $1.02 $1.08 $1.11 $0.60
Wes-Tenn historical (2) . . . . . . . . . . . . . . . . . 0.26 0.32 0.37 0.19
The Company and Wes-Tenn pro forma (3) . . . . . . . . . 1.02 1.08 1.11 0.60
The Company, Wes-Tenn and other pending acquisitions
pro forma (4) . . . . . . . . . . . . . . . . . . . . 1.02 1.08 1.11 0.60
Wes-Tenn pro forma equivalent (5) . . . . . . . . . . . . 0.64 0.68 0.70 0.38
Wes-Tenn and other pending acquisitions pro forma
equivalent (6) . . . . . . . . . . . . . . . . . . . . 0.64 0.68 0.70 0.38
</TABLE>
_______________________________
(1) Presented as if the merger of LF Bancorp, Inc. with and into the Company
as of March 31, 1995 (the "LF Bancorp Merger") had been effective
throughout the periods presented and assumes LF Bancorp's conversion from
mutual to stock ownership occurred on January 1, 1992.
(2) Effective as of April 17, 1995, Wes-Tenn effected a four-for-one stock
split of Wes-Tenn Common Stock. The per share data have been adjusted
for all periods presented to give effect to the stock split.
(3) Presented as if the Merger had been effective throughout the periods
presented.
(4) Presented as if the Merger and other pending acquisitions had been
effective through the periods presented.
(5) Calculated by multiplying the Company and Wes-Tenn's pro forma value by
the quotient calculated by dividing the number of shares of BancorpSouth
Common Stock issuable under the Merger Agreement by the number of shares
of Wes-Tenn Common Stock outstanding as of the end of the period.
(6) Calculated by multiplying the Company, Wes-Tenn and other pending
acquisitions' pro forma value by the quotient described in Note (6)
above.
(7) Reflects net income per share before accounting change and extraordinary
item.
(8) Presented as if the merger of WTFC with and into Wes-Tenn had been
effective throughout the periods presented.

S-12
<PAGE> 15

SELECTED FINANCIAL DATA
The following tables set forth for the Company and Wes-Tenn certain
historical consolidated financial information, and for the Company, certain
unaudited pro forma condensed consolidated financial information. The
financial information set forth below is derived from, and should be read in
conjunction with, the respective consolidated financial statements, and the
notes thereto, of the Company and of Wes-Tenn which have been incorporated
herein by reference. The unaudited historical financial data for the six months
ended June 30, 1994 and 1995 have been derived from the unaudited financial
statements of the Company, which have been restated for the LF Bancorp Merger,
which was accounted for as a pooling of interests, and of Wes-Tenn. The
historical consolidated financial information for the years ended December 31,
1990, 1991, 1992, 1993 and 1994, have not been restated for the LF Bancorp
Merger or the merger with First Federal, as such mergers were not significant.
In the opinion of management of the Company and Wes-Tenn, all adjustments,
consisting of normal, recurring adjustments necessary for a fair presentation
of the consolidated financial statements, have been included.

BANCORPSOUTH, INC.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Net income . . . . . . . . . . $ 17,393 $ 18,438 $ 18,565 $ 26,583 $ 25,446 $ 12,129 $ 15,038
========== ========== ========== ========== ========== ========== ==========
PER SHARE DATA:
Primary:
Income before accounting change
$ 2.33 $ 2.47 $ 2.47 $ 2.99 $ 3.21 $ 1.39 $ 1.71
Accounting change, net of tax . -- -- -- 0.41 -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income . . . . . . . . . . $ 2.33 $ 2.47 $ 2.47 $ 3.40 $ 3.21 $1.39 $ 1.71
========== ========== ========== ========== ========== ========== ==========
Fully diluted:
Income before accounting change
$ 2.26 $ 2.40 $ 2.40 $ 2.97 $ 3.21 $ 1.38 $ 1.70
Accounting change, net of tax . -- -- -- 0.40 -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income . . . . . . . . . . $ 2.26 $ 2.40 $ 2.40 $ 3.37 $ 3.21 $ 1.38 $ 1.70
========== ========== ========== ========== ========== ========== ==========
Cash dividends . . . . . . . . $ 0.86 $ 0.94 $ 1.02 $ 1.08 $ 1.11 $ 0.54 $ 0.60
Book value . . . . . . . . . . $ 18.32 $ 19.95 $ 21.55 $ 23.95 $ 25.94 $ 24.70 $ 27.01
BALANCE SHEET DATA (PERIOD END):
Total assets . . . . . . . . . $1,870,693 $2,001,210 $2,137,004 $2,306,709 $2,518,398 $2,609,643 $2,817,727
Loans, net of unearned income . 1,187,001 1,266,340 1,332,283 1,507,593 1,733,730 1,710,610 1,918,843
Allowance for credit losses . . 17,676 18,825 21,205 24,019 27,529 25,360 29,483
Securities . . . . . . . . . . 451,763 466,716 469,842 485,746 566,256 605,808 576,885
Deposits . . . . . . . . . . . 1,621,039 1,752,967 1,876,093 2,031,477 2,171,748 2,283,217 2,465,922
Long-term debt:
Parent . . . . . . . . . . . 33,996 33,309 32,541 24,508 24,508 24,508 24,508
Subsidiaries . . . . . . . . -- -- -- -- 23,520 24,862 21,790
Total shareholders' equity . . 135,288 148,570 161,668 188,600 205,329 215,267 236,900
BALANCE SHEET DATA (AVERAGES):
Total assets . . . . . . . . . $1,830,881 $1,939,678 $2,052,408 $2,197,330 $2,418,415 $2,558,943 $2,753,549
Total shareholders' equity . . 128,547 141,607 155,327 177,304 195,884 210,438 229,948
Average shares outstanding . . 7,349,488 7,414,576 7,474,192 7,775,139 7,888,662 8,714,423 8,763,840
SELECTED RATIOS (ANNUALIZED):
Return on average assets . . . 0.95% 0.95% 0.90% 1.21% 1.05% 0.95% 1.09%
Return on average
shareholders' equity . . . . 13.53 13.02 11.95 15.06 12.99 11.53 12.96
Net interest margin . . . . . . 4.69 4.99 5.19 4.95 4.86 4.65 4.93
Net charge-offs to average
loans . . . . . . . . . . . . 0.43 0.63 0.70 0.35 0.13 N/A 0.55
Tier 1 capital to risk-weighted
assets . . . . . . . . . . . 10.14 9.99 9.90 11.00 10.63 N/A 11.67
Total capital to risk-weighted
assets . . . . . . . . . . . 13.94 13.42 13.10 13.70 12.89 N/A 13.88
Leverage ratio . . . . . . . . 7.29 7.57 7.50 8.30 8.00 N/A 8.25
</TABLE>

______________________________
N/A - Information not available

S-13
<PAGE> 16

WES-TENN BANCORP, INC.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------------------------------------------- -----------------------
1990 1991 1992 1993 1994 1994 1995
---- ---- ---- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS SUMMARY:
Interest revenue . . . . . . . . $ 22,167 $ 22,727 $ 21,915 $ 22,356 $ 20,924 $ 10,251 $ 12,558
Interest expense . . . . . . . . 14,569 13,644 11,087 9,790 9,154 4,273 6,543
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest revenue . . . . 7,598 9,083 10,828 12,566 11,770 5,978 6,015
Provision for credit losses . . 386 824 1,008 1,063 285 133 169
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest after provision 7,212 8,259 9,820 11,503 11,485 5,845 5,846
Non-interest revenue . . . . . . 1,395 1,716 1,990 1,941 1,631 580 1,232
Non-interest expenses . . . . . 6,101 6,970 7,210 8,299 8,540 4,057 4,828
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes 2,506 3,005 4,600 5,145 4,576 2,368 2,250
Applicable income taxes . . . . 850 987 2,027 1,633 1,354 738 612
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income . . . . . . . . . . $ 1,656 $ 2,018 $ 2,573 $ 3,512 $ 3,222 $ 1,630 $ 1,638
========== ========== ========== ========== ========== ========== ==========
PRO FORMA(1):
Interest income . . . . . . . . $ 24,402 $ 25,191 $ 24,562 $ 24,947 $ 23,630 $ 11,599 $ 13,251
Interest expense . . . . . . . . 16,151 15,193 12,441 11,052 10,527 4,914 6,946
Net interest income . . . . . . 8,251 9,998 12,121 13,895 13,103 6,685 6,305
Net income . . . . . . . . . . . 1,798 2,271 2,967 3,917 3,533 1,887 1,674
PER SHARE DATA(2):
Net income . . . . . . . . . . . $ 0.77 $ 0.98 $ 1.29 $ 1.63 $ 1.44 $ 0.75 $ 0.69
Cash dividends . . . . . . . . . 0.23 0.24 0.26 0.32 0.37 0.18 0.19
Book value . . . . . . . . . . . 7.32 8.18 10.26 12.05 11.51 11.31 12.35
Pro Forma Per Share Data(1)(2):
Net income . . . . . . . . . . . $ 0.73 $ 0.95 $ 1.29 $ 1.59 $ 1.38 $ 0.75 $ 0.66
BALANCE SHEET DATA (PERIOD END):
Total assets . . . . . . . . . . $ 232,791 $ 248,899 $ 270,995 $ 279,231 $ 287,668 $ 273,787 $ 339,661
Loans, net of unearned income . 145,654 155,863 164,151 168,217 176,926 175,463 223,656
Allowance for credit losses . . 1,600 1,892 2,362 2,730 2,588 2,880 2,769
Securities . . . . . . . . . . . 55,781 52,609 69,167 90,103 92,920 83,138 95,685
Deposits . . . . . . . . . . . . 211,167 223,831 241,194 239,827 238,106 229,158 277,340
Other borrowed money . . . . . . 3,048 5,106 5,495 11,574 21,715 17,115 27,136
Total shareholders' equity . . . 15,568 16,858 21,190 24,676 25,132 25,299 31,100
BALANCE SHEET DATA (AVERAGES):
Total assets . . . . . . . . . . $ 225,908 $ 238,002 $ 257,395 $ 270,161 $ 276,104 $ 272,536 $ 313,351
Total shareholders' equity . . . 14,817 15,530 18,853 22,849 26,068 24,652 27,945
Average shares outstanding . . . 2,136,776 2,066,120 1,988,068 2,151,016 2,232,576 2,180,028 2,361,214
SELECTED RATIOS (ANNUALIZED):
Return on average assets . . . . 0.73% 0.85% 1.00% 1.30% 1.17% 1.20% 1.05%
Return on average equity . . . . 11.18 12.99 13.65 15.37 12.36 13.22 11.72
Net interest margin . . . . . . 3.68 4.18 4.73 5.09 4.64 4.78 4.16
Net charge-offs to average
loans . . . . . . . . . . . . . 0.23 0.34 0.33 0.41 0.24 (0.02) 0.09
Tier 1 capital to risk-weighted
assets . . . . . . . . . . . . . 10.55 11.91 14.55 16.56 16.76 16.71 15.45
Total capital to risk-weighted
assets . . . . . . . . . . . . . 11.63 13.16 15.80 17.81 18.01 17.96 16.70
Leverage ratio . . . . . . . . . 6.69 6.77 7.82 8.84 9.02 9.24 8.91
</TABLE>
_____________________
(1) Effective as of April 3, 1995, Wes-Tenn acquired all of the outstanding
capital stock of WTFC. The acquisition has been accounted for as a
purchase for financial reporting purposes. The pro forma amounts include
the combined historical results of Wes-Tenn and WTFC as if the
acquisition had occurred at the beginning of the periods presented.
(2) Effective as of April 17, 1995, Wes-Tenn effected a four-for-one stock
split of Wes-Tenn Common Stock. The per share and average share data
have been adjusted for all periods presented to give effect to the stock
split.

S-14

<PAGE> 17

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following tables contain unaudited pro forma condensed consolidated
financial information showing a balance sheet at June 30, 1995 and statements
of income for the six months ended June 30, 1994 and 1995, and for the years
ended December 31, 1992, 1993 and 1994, for (i) the Company; (ii) the Company
and Wes-Tenn; and (iii) the Company, Wes-Tenn and other pending acquisitions.
The other pending acquisitions are (i) the merger with First Federal; and (ii)
the Shelby Bank purchase and assumption. The unaudited pro forma financial
information reflects each acquisition using either the pooling of interests or
purchase method of accounting. The unaudited pro forma financial information
should be read in conjunction with the historical consolidated financial
statements and notes thereto of the Company, Wes-Tenn, First Federal and Shelby
Bank. The historical financial statements of the Company for the 1992, 1993
and 1994 fiscal years and the six months ended June 30, 1995 include financial
information of LF Bancorp, which merged with and into the Company as of March
31, 1995 in a transaction accounted for as a pooling of interests. The pro
forma financial statements of Wes-Tenn for the 1992, 1993 and 1994 fiscal years
and the six months ended June 30, 1995 include financial information of WTFC,
which merged with and into Wes-Tenn as of April 3, 1995 in a transaction
accounted for as a purchase. Pro forma results are not necessarily indicative
of future operating results.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
HISTORICAL
----------------------------------------------
OTHER PENDING
THE COMPANY WES-TENN ACQUISITIONS ADJUSTMENTS PRO FORMA
------------ -------- ------------- ----------- ---------
ASSETS (IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash and due from banks . . . . . . $ 137,767 $ 11,753 $ 4,147 $ 153,667
Loans and leases, net . . . . . . . 1,889,360 220,887 26,366 2,136,613
Held-to-maturity securities . . . . 444,842 49,795 7,136 501,773
Available-for-sale securities . . . 132,043 45,890 7,538 185,471
Mortgages held for sale . . . . . . 24,160 -- -- 24,160
Premises and equipment, net . . . . 72,271 5,610 1,369 $ 250 (2) 79,500
Other assets . . . . . . . . . . . . 117,284 5,726 4,233 1,000 (3)
238 (4) 128,481
---------- -------- ------- ------ ----------
Total assets . . . . . . . . $2,817,727 $339,661 $50,789 $1,488 $3,209,665
========== ======== ======= ====== ==========

LIABILITIES
Deposits:
Non-interest bearing . . . . $ 331,834 $ 22,663 $ 3,727 $ 358,224
Interest bearing . . . . . . 2,134,088 254,677 42,450 2,431,215
---------- -------- ------- ----------
Total deposits . . . 2,465,922 277,340 46,177 2,789,439
Short-term borrowings . . . . . . . 36,473 1,725 -- 38,198
Long-term debt . . . . . . . . . . . 46,298 25,411 -- 71,709
Other liabilities . . . . . . . . . 32,134 4,085 279 36,498
---------- -------- ------- ----------
Total liabilities . . . . . . 2,580,827 308,561 46,456 2,935,844
---------- -------- ------- ----------

SHAREHOLDERS' EQUITY
Common stock . . . . . . . . . . . . 22,065 2,519 3,030 $ 118 (6)
(2,677) (5) 26,501
1,446 (1)
Capital surplus . . . . . . . . . . 73,847 11,758 4,057 (118) (6)
(78) (5)
(1,446) (1) 88,020
Unrealized gain (loss) on
available-for-sale securities, net
776 (96) (20) 20 (5) 680
Retained earnings . . . . . . . . . 141,246 16,919 (2,734) 4,223 (5) 159,654
Less cost of treasury stock . . . . (1,034) -- -- (1,034)
---------- -------- ------- ----------
Total shareholders' equity . 236,900 31,100 4,333 1,488 273,821
---------- -------- ------- ------ ----------
Total liabilities and
shareholders' equity . . . . $2,817,727 $339,661 $50,789 $1,488 $3,209,665
========== ======== ======= ====== ==========
</TABLE>
___________________________

(1) Reclassification of capital accounts to reflect the exchange of Wes-Tenn
Common Stock for BancorpSouth Common Stock.
(2) Estimated write-up of premises and equipment acquired from Shelby Bank.
(3) Deferred tax asset related to net operating loss carry-forward of Shelby
Bank.
(4) Cost in excess of fair value of net assets acquired from Shelby Bank.
(5) Adjustments to capital accounts to reflect the transaction with Shelby
Bank.
(6) Reclassification of capital accounts to reflect the exchange of shares of
First Federal's common stock for BancorpSouth Common Stock.

S-15
<PAGE> 18

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------------------------------------------------------------------------
1994 1995
--------------------------------------------------- ---------------------------------------------
The Company, Wes- The Company, Wes-
Tenn & Other Tenn & Other
The Company Pending The Company Pending
The Company & Wes-Tenn Acquisitions The Company & Wes-Tenn Acquisitions
Historical(1) Pro Forma Pro Forma Historical(1) Pro Forma Pro Forma
---------- --------- --------- ---------- --------- ---------
(in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Interest revenue . . . . . . $87,856 $99,455 $100,894 $107,757 $120,315 $122,023
Interest expense . . . . . . 35,462 40,376 41,016 47,355 53,898 54,795
------- ------- -------- -------- -------- --------
Net interest revenue . . . . 52,394 59,079 59,878 60,402 66,417 67,228
Provision for credit
losses . . . . . . . . . . . 2,457 2,590 2,601 2,366 2,535 2,536
------- ------- -------- -------- -------- --------
Net interest revenue,
after provision for credit
losses . . . . . . . . . . . 49,937 56,489 57,277 58,036 63,882 64,692
Other revenue . . . . . . . . 10,320 11,080 11,258 14,339 15,571 15,749
Other expense . . . . . . . . 43,763 48,327 49,122 50,200 55,028 55,862
------- ------- -------- -------- -------- --------
Income before income tax . . 16,494 19,242 19,413 22,175 24,425 24,579
Applicable income taxes . . . 4,365 5,226 5,288 7,137 7,749 7,781
------- ------- -------- -------- -------- --------

Net income . . . . . . . . . $12,129 $14,016 $ 14,125 $ 15,038 $ 16,676 $ 16,798
======= ======= ======== ======== ======== ========

Earnings per share(1) . . . . $ 1.39 $ 1.36 $ 1.34 $ 1.71 $ 1.60 $ 1.59
======= ======= ======== ======== ======== ========

Average shares(1) . . . . . . 8,734 10,320 10,509 8,815 10,401 10,590
</TABLE>

___________________

(1) Presented as if the LF Bancorp Merger had been effective throughout the
periods presented and assumes LF Bancorp's conversion from mutual to
stock ownership occurred on January 1, 1992.

(2) Effective as of April 17, 1995, Wes-Tenn effected a four-for-one stock
split of Wes-Tenn Common Stock. The per share and average share data
have been adjusted for all periods presented to give effect to the
stock split.

S-16
<PAGE> 19

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------------------------------------------------------------------------------
1992 1993 1994
------------------------------------ ----------------------------------- --------------------------------
The The The
Company, Company, Company,
Wes-Tenn & Wes-Tenn & Wes-Tenn&
The Other The Other The Other
The Company Pending The Company Pending The Company Pending
Company & Wes-Tenn Acquisitions Company & Wes-Tenn Acquisition Company & Wes-Tenn Acquisitions
Historical(1) Pro Forma Pro Forma Historical(1) Pro Forma Pro Forma Historical(1) Pro Forma ProForma
------------- --------- ---------- ------------- --------- --------- ------------- --------- --------
(in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest revenue . . . $180,285 $204,847 $207,836 $171,035 $195,982 $198,753 $185,256 $208,886 $211,884
Interest expense . . . 79,996 92,437 94,267 68,112 79,164 80,580 75,102 85,629 86,983
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net interest revenue . 100,289 112,410 113,569 102,923 116,818 118,173 110,154 123,257 124,901
Provision for credit
losses . . . . . . . . 11,818 12,870 12,968 7,886 8,999 9,097 5,652 5,937 6,004
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net interest revenue,
after provision for
credit losses . . . . . 88,471 99,540 100,601 95,037 107,819 109,076 104,502 117,320 118,897
Other revenue . . . . . 21,105 23,358 23,856 24,027 26,365 26,911 24,347 26,143 26,552
Other expense . . . . . 82,394 90,509 92,227 84,837 94,184 95,906 91,671 101,264 102,931
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before income
tax and accounting
change . . . . . . . 27,182 32,389 32,230 34,227 40,000 40,081 37,178 42,199 42,518
Applicable income taxes 6,954 9,194 9,339 8,402 10,258 10,386 10,876 12,361 12,466
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net income before
accounting change and
extraordinary item . . $ 20,228 $ 23,195 $ 22,891 $ 25,825 $ 29,742 $ 29,695 $ 26,302 $ 29,838 $ 30,052
======== ======== ======== ======== ======== ======== ======== ======== ========

EARNINGS PER SHARE(2)
Primary:
Net income before
accounting change
and extraordinary
item . . . . . . . $ 2.43 $ 2.34 $ 2.26 $ 2.99 $ 2.91 $ 2.85 $ 3.01 $ 2.89 $ 2.86
======== ======== ======== ======== ======== ======== ======== ======== ========

Fully diluted:
Net income before
accounting
change and
extraordinary
item . . . . . . . $ 2.32 $ 2.25 $ 2.18 $ 2.95 $ 2.88 $ 2.82 $ 3.00 $ 2.88 $ 2.85
======== ======== ======== ======== ======== ======== ======== ======== ========
AVERAGE SHARES(2)
Primary . . . . . . . 8,335 9,921 10,110 8,651 10,237 10,426 8,750 10,335 10,524
Fully diluted . . . . 8,731 10,317 10,506 8,747 10,333 10,522 8,757 10,343 10,532
</TABLE>

____________________

(1) Presented as if the LF Bancorp Merger had been effective throughout the
periods presented and assumes LF Bancorp's conversion from mutual to stock
ownership occurred on January 1, 1992.

S-17
<PAGE> 20

THE SPECIAL MEETING

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

The Special Meeting will be held on November 28, 1995 at 9:00 a.m.
Central Time at the offices of Wes-Tenn at 200 West Washington Avenue,
Covington, Tennessee. The purpose of the Special Meeting is to consider and
vote upon the Merger Agreement and any other matters that may be properly
brought before the shareholders of Wes-Tenn at the Special Meeting. In the
event that there are insufficient shares represented to approve the Merger at
the Special Meeting, the Special Meeting may be adjourned to permit further
solicitation.

VOTE REQUIRED

Consummation of the Merger will require the affirmative vote of the
holders of a majority of the outstanding shares of Wes-Tenn Common Stock. Each
share of Wes-Tenn Common Stock is entitled to one vote. At October 1, 1995,
Wes-Tenn's directors, executive officers and affiliates beneficially owned
383,672 shares of Wes-Tenn Common Stock, or approximately 15.23% of the then
outstanding shares of Wes-Tenn Common Stock. The directors and executive
officers of Wes-Tenn have indicated that they intend to vote their shares of
Wes-Tenn Common Stock for approval and adoption of the Merger Agreement.

The vote of the holders of BancorpSouth Common Stock is not required to
approve the Merger.

SHARES ENTITLED TO VOTE; QUORUM

Only holders of record of shares of Wes-Tenn Common Stock at the close of
business on October 1, 1995 will be entitled to receive notice of and to
vote at the Special Meeting. At October 1, 1995, there were 2,519,212 shares
of Wes-Tenn Common Stock outstanding. A majority of the outstanding shares of
Wes-Tenn Common Stock entitled to vote must be represented in person or by
proxy at the Special Meeting in order for a quorum to be present at the Special
Meeting for the purpose of voting on the Merger Agreement.

VOTING AND REVOCABILITY OF PROXIES

Shares of Wes-Tenn Common Stock represented by properly executed proxies
received at or prior to the Special Meeting will be voted at the Special
Meeting in the manner specified by the holders of such shares. Properly
executed proxies which do not contain voting instructions will be voted FOR
approval and adoption of the Merger Agreement. With respect to the matters
considered at the Special Meeting, an abstention has the same effect as a vote
against the proposal.

The grant of a proxy does not preclude a shareholder of Wes-Tenn from
voting in person or otherwise revoking a proxy. Attendance at the Special
Meeting will not in and of itself constitute revocation

S-18
<PAGE> 21

of a proxy. A shareholder of Wes-Tenn may revoke a proxy at any time prior to
its exercise by delivering to Janeice Frisbee, Secretary, Wes-Tenn Bancorp,
Inc., 200 West Washington Avenue, Covington, Tennessee 38019, a duly executed
revocation or a proxy bearing a later date, or by voting in person at the
Special Meeting.

SOLICITATION OF PROXIES

Wes-Tenn will bear the cost of the solicitation of proxies from its
shareholders, except that the Company will bear the cost of printing and
mailing the Prospectus (including this Supplement/Proxy Statement). In
addition to solicitation by mail, the directors, officers and employees of
Wes-Tenn may solicit proxies from shareholders of Wes- Tenn by telephone,
facsimile or in person. Such persons will not be additionally compensated, but
will be reimbursed for reasonable out-of-pocket expenses incurred in connection
with such solicitation. Arrangements may also be made with brokerage firms,
nominees, fiduciaries and other custodians for the forwarding of solicitation
materials to the beneficial owners of shares held of record by such persons,
and Wes-Tenn will reimburse such persons for their reasonable out-of-pocket
expenses in connection therewith. SHAREHOLDERS SHOULD NOT SEND STOCK
CERTIFICATES WITH THEIR PROXY.

DISSENTERS' RIGHTS

Shareholders of Wes-Tenn are entitled to dissent from the Merger
Agreement and, if the Merger is consummated, to receive cash from the Company
equal to the fair value of their shares of Wes-Tenn Common Stock. Shareholders
of Wes- Tenn who elect to dissent from the Merger and demand payment of the
fair value of their shares of Wes-Tenn Common Stock must strictly comply with
the applicable provisions set forth in Sections 48-23-101 et seq. of the
Tennessee Code Annotated, a copy of which is attached hereto as Annex A. THE
FOLLOWING DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE APPLICABLE
DISSENSION REQUIREMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO ANNEX
A HERETO.

If a shareholder of Wes-Tenn elects to exercise the shareholder's right
to dissent from the Merger and demand payment of the fair value of such
shareholder's shares of Wes-Tenn Common Stock, the shareholder must satisfy
both of the following conditions, as well as the other applicable procedural
requirements: (i) the shareholder must deliver to Wes-Tenn prior to the vote at
the Special Meeting a written notice of the shareholder's intent to demand
payment for his or her shares, and (ii) the shareholder may not vote his or her
shares in favor of the Merger. Written notice with respect to dissenters'
rights should be submitted to Janeice Frisbee, Secretary, Wes-Tenn Bancorp,
Inc., 200 West Washington Avenue, Covington, Tennessee 38019. As discussed in
"The Special Meeting -- Voting and Revocability of Proxies," executed proxies
that are returned without specific instructions will be voted FOR the approval
and adoption of the Merger Agreement; accordingly, a shareholder wishing to
dissent from the Merger should be certain to complete such shareholder's proxy
appropriately.

Within ten days after approval of the Merger Agreement by the
shareholders of Wes-Tenn, Wes-Tenn will provide written notice to each
dissenting shareholder of where and by when demand for payment must be sent,
and where and when certificates representing shares of Wes-Tenn Common Stock
must be deposited. In addition, Wes-Tenn will provide a form for demanding
payment. A dissenting shareholder must, in order to be entitled to appraisal
rights, demand payment for his or her shares of Wes-Tenn Common Stock, certify
whether beneficial ownership of shares was acquired before June 16, 1995, the
date of the first announcement to news media of the principal terms of the
Merger Agreement, and deposit the certificates

S-19
<PAGE> 22

representing the shares in accordance with Wes-Tenn's notice to the
shareholders. A dissenting shareholder may not withdraw his or her demand for
appraisal and accept the terms offered in the Merger unless Wes-Tenn consents to
such withdrawal.

Upon the later of the consummation of the Merger or receipt of a demand
for payment, the Company will pay to each dissenting shareholder who has
complied with the requirements discussed above the Company's estimate of the
fair value of such shareholder's shares of Wes-Tenn Common Stock, plus accrued
interest. Such payment will be accompanied by a copy of Wes-Tenn's financial
statements at and for the year ended December 31, 1994 and Wes-Tenn's latest
available interim financial statements, a statement of the Company's estimate
of the fair value of the shareholder's shares, an explanation of how interest
was calculated and a statement of such shareholder's right to reject the
Company's offer and demand the fair value of his or her shares. If the Company
and a dissenting shareholder do not agree upon the fair value of such
shareholder's shares, the Company must commence a judicial proceeding within
two months of receiving the shareholder's payment demand and petition the
court to determine the fair market value of the shares and accrued interest.

S-20
<PAGE> 23

THE MERGER

GENERAL

The Merger Agreement provides for the merger of Wes-Tenn with and into
the Company and the conversion of shares of Wes-Tenn Common Stock into shares
of BancorpSouth Common Stock. As part of the transactions provided for in the
Merger Agreement, TCB will also merge with and into Volunteer. At the
Effective Time, the separate existence of Wes-Tenn and TCB will cease. The
Merger transactions are intended to qualify as poolings of interests for
accounting purposes and as tax-free reorganizations for federal income tax
purposes. The discussion in this Supplement/Proxy Statement regarding the
Merger and the description of the principal terms of the Merger Agreement are
subject to and qualified in their entirety by reference to the Merger
Agreement.

BACKGROUND OF THE MERGER

Since its acquisition of Tri-County Federal Savings Bank in 1992,
Wes-Tenn has focused on operating efficiencies relating to that transaction,
including the merger of its banking affiliates, centralizing and consolidating
management and systems and increasing its market penetration. In April 1995,
Wes-Tenn completed the acquisition of WTFC, which the Company had also
attempted to acquire in 1994.

From time to time, Wes-Tenn management has received casual expressions of
interest from other bank holding companies in acquiring Wes-Tenn; however, no
meetings, substantive discussions or proposals resulted from such expressions
of interest. In January 1995, Michael W. Weeks, the Chairman and Chief
Executive Officer of Volunteer, contacted Duke H. Brasfield, Chairman of
Wes-Tenn, and expressed Volunteer's interest in a possible business combination
between Wes-Tenn and Volunteer. Mr. Brasfield declined to discuss such a
transaction at that time due to Wes-Tenn's then pending merger with WTFC. On
April 3, 1995, following completion of the WTFC merger, Mr. Weeks again
contacted Mr. Brasfield and indicated Volunteer's continued interest in
pursuing a business combination with Wes-Tenn.

On April 12, 1995, Mr. Weeks and J. Ronald Hodges, the President and
Chief Operating Officer of Volunteer, met with Mr. Brasfield, Charles M. Ennis,
the President and Chief Executive Officer of Wes-Tenn, and Stephen N. Smith, a
director of Wes-Tenn, each of whom is a member of Wes-Tenn's Planning
Committee. Mr. Weeks described the Company's operations in Mississippi and
Tennessee and reiterated Volunteer's interest in a potential business
combination with Wes-Tenn. Mr. Weeks presented a financial analysis of a
combined entity of the Company and Wes-Tenn, based upon a merger consideration
of approximately two times Wes-Tenn's book value.

On April 20, 1995, the same persons, in addition to Aubrey Burns
Patterson, Chairman and Chief Executive Officer of the Company, met to discuss
the Company's strategy and banking philosophy and Wes-Tenn's potential role in
such strategy. The amount of merger consideration proposed by the Company and
other matters related to a proposed merger of the Company and Wes-Tenn were
also discussed, including the nomination of representatives of Wes-Tenn to the
Board of Directors of the Company and Volunteer, benefits to be provided to
Wes-Tenn employees and the management structure of the proposed combined
entity. Mr. Patterson noted that Wes-Tenn's assets would represent
approximately 10% of the total assets of a combined entity of the Company and
Wes-Tenn and, based upon the proposed merger consideration, that Wes-Tenn
shareholders would hold approximately 15% of such entity's outstanding capital
stock. The Wes-Tenn representatives agreed to report the matters discussed to
the Wes-Tenn Board of Directors. The Board of Directors of Volunteer met and
discussed the proposed merger with Wes-Tenn and determined that such a merger
appeared to be beneficial to Volunteer. During the three-week period following
the April 20, 1995 meeting, representatives of the Company and Wes-Tenn
continued discussions regarding the proposed merger during a series of
telephone conversations.

On May 9, 1995, Wes-Tenn's Planning Committee reported to the Wes-Tenn
Board of Directors the substance of its discussions with representatives of the
Company. The Wes-Tenn Board of Directors noted that (i) a combined entity of
Wes-Tenn and the Company would have total assets in excess of $800 million and
would create one of the largest banks in the west Tennessee area, (ii) a merger
with TCB would allow

S-21
<PAGE> 24

Volunteer to significantly increase its size and market area, thereby making
Wes-Tenn potentially more valuable to the Company than other prospective
acquirors, (iii) TCB's and Volunteer's offices compete in only two counties,
thereby limiting anti-trust concerns, and (iv) Volunteer had expressed interest
in retaining Wes-Tenn's senior management and including directors of Wes-Tenn
on the Volunteer Board of Directors, which would give Wes-Tenn a significant
voice in the combined bank entity. The Wes-Tenn Board of Directors directed
the Planning Committee to continue such discussions and to engage legal counsel
and to obtain financial and stock price information on the Company. The
Planning Committee, which was enlarged to include director Hugh T. Simonton,
Jr., engaged Baker, Donelson, Bearman & Caldwell as legal counsel. Members of
the Planning Committee also requested that Morgan Keegan & Company, Inc.
("Morgan Keegan"), an investment banking firm headquartered in Memphis,
Tennessee, which provides research coverage on the Company and makes a market
in BancorpSouth Common Stock and the stock of over 35 other southeastern
financial institutions, provide the Planning Committee with financial and stock
performance information about the Company.

On May 19, 1995, the Planning Committee met with its legal counsel and
representatives of Morgan Keegan to review publicly available information
compiled by Morgan Keegan regarding the Company's earnings per share, dividend
yield, asset quality, stock performance, stock price to earnings and book value
ratios, capital ratios and other factors, and similar information for four bank
holding companies of comparable size to the Company and five larger bank
holding companies operating in the southeastern or midsouth United States. The
information showed that the Company compared favorably to the other bank
holding companies with respect to the various factors for which information was
compiled. The information also included a summary of published price to
earnings, price to book value and premium to core deposits multiples for
acquisitions in Tennessee, the southeastern United States and nationwide. The
book value multiple resulting from the merger consideration proposed by the
Company significantly exceeded the median of the published price to book value
multiples (except with respect to nationwide acquisitions of relatively small
institutions during 1993 and 1994). Morgan Keegan had not yet been engaged by
Wes-Tenn to render any services with respect to the proposed merger and,
accordingly, did not provide a formal report or analysis. The Planning
Committee, along with its counsel, met privately to discuss the Company's
proposal and the information compiled by Morgan Keegan. Members of the
Planning Committee noted that (i) the Company appeared to be in strong
financial condition, (ii) the Company's dividend yield exceeded that of
Wes-Tenn, (iii) BancorpSouth Common Stock is traded on Nasdaq in sufficient
volume to provide liquidity for Wes-Tenn shareholders, (iv) the Company
appeared to be pursuing an acquisition strategy and, accordingly, offered an
opportunity for more rapid growth than Wes-Tenn, (v) as the Company grows, the
price to book value multiple of BancorpSouth Common Stock would likely improve
to approximate that of larger bank holding companies in the southeastern United
States, and (vi) as the Company grows, it would be likely to increase its level
of institutional shareholders, which was then at a relatively low level of less
than 8%.

On May 24, 1995, the Company's Board of Directors discussed the proposed
Merger, which had been previously discussed in a series of meetings of the
Executive Committee of the Company's Board of Directors. Mr. Patterson
outlined Wes-Tenn's operations and the structure of the proposed transaction.
He noted benefits of the Merger to the Company, including the complementary
location of Wes-Tenn's bank locations with respect to the Company's bank
locations. Mr. Patterson also provided the Company's Board of Directors with
an analysis of a combined entity of the Company and Wes-Tenn under different
scenarios, including a merger consideration of approximately two times
Wes-Tenn's book value. Following Mr. Patterson's presentation, the Company's
Board of Directors approved the Company's negotiation of the Merger.

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On May 25, 1995, the Planning Committee and representatives of the
Company met and discussed the details of a proposed combination, including
price, timing, board representation, management, employment by the Company of
certain officers of Wes-Tenn, operational issues and other matters. The
Planning Committee reported to the Wes-Tenn Board of Directors, which
authorized the Planning Committee to proceed. Representatives of the Company
met with attorneys from Waller Lansden Dortch & Davis, special counsel to the
Company, and directed them to prepare an initial draft of the Merger Agreement.

On June 1, 1995, Waller Lansden Dortch & Davis delivered an initial draft
of the Merger Agreement to Wes-Tenn and its counsel. The Planning Committee
met with its counsel on June 3 and June 4, 1995 to discuss the draft Merger
Agreement and to develop comments and responses to such agreement, which
included as a condition to the Merger that Wes- Tenn would obtain the Fairness
Opinion.

On June 5, 1995, the Planning Committee and representatives of the
Company, and their respective legal advisors, met to negotiate the terms of the
proposed Merger Agreement. At this meeting the parties agreed upon certain
aspects of the pricing mechanism for the Merger, including the date for
determining the book value of Wes-Tenn and the components included in
determining such book value. In addition, the parties agreed that they would
conduct their due diligence review prior to execution of the Merger Agreement,
that one representative of Wes-Tenn would be nominated to serve as a member of
the Company's Board of Directors, and that Wes-Tenn employees would receive
credit for prior service with Wes-Tenn for purposes of the Company's 401(k)
plan. It was also agreed that the Company would be granted an option to
purchase 472,441 shares of Wes-Tenn Common Stock which option is exercisable
upon the occurrence of certain events, including Wes-Tenn entering into an
agreement to be acquired by another party. The Company rejected proposals by
representatives of Wes-Tenn to increase the proposed consideration and to
provide employment agreements to Messrs. Ennis and Stephens. The parties
agreed that since the issues remaining to be resolved were manageable, the
parties should commence their due diligence reviews.

On June 7, 1995, counsel to the Company distributed a due diligence
request and a confidentiality agreement to Wes-Tenn. On June 9, 1995, the
Company and Wes-Tenn executed and delivered confidentiality agreements in
anticipation of exchanging confidential information and conducting due
diligence reviews.

On June 10, 1995, the Wes-Tenn Board of Directors met with its counsel
and discussed a revised draft of the proposed Merger Agreement.

From June 13-16, 1995, representatives of the Company and Wes-Tenn each
conducted a due diligence review. During this period, the parties continued to
negotiate the final terms of the Merger Agreement, including the pricing
mechanism, vesting of credits under Wes-Tenn's 401(k) plan and the term of
non-competition agreements between Volunteer and certain employees of Wes-Tenn.

On June 14, 1995, the Wes-Tenn Board of Directors met to review further
the revised draft of the proposed Merger Agreement and to hear from its counsel
and management the results of a due diligence review of the Company conducted
by such Wes-Tenn representatives.

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On June 15, 1995, the Wes-Tenn Board of Directors met with its legal
counsel and unanimously approved the Merger Agreement, which was executed by
the parties in Covington, Tennessee on June 16, 1995.

On June 28, 1995, Mr. Patterson outlined the final terms of the Merger
Agreement for the Company's Board of Directors, which ratified the execution of
the Merger Agreement and authorized preparation of this Supplement/Proxy
Statement.

On August 15, 1995, Mercer Capital, a valuation advisory firm
headquartered in Memphis, Tennessee, which had previously provided valuation
services to Wes-Tenn, was retained by Wes-Tenn to deliver the Fairness Opinion.
For information regarding the Fairness Opinion and the selection of Mercer
Capital, see "The Merger -- Fairness Opinion."

REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF DIRECTORS

Management of the Company and Volunteer believe that Wes-Tenn's market
areas are comparable to Volunteer's existing market areas. In addition, they
perceive that economies of scale available through the merger of Volunteer's
and Wes-Tenn's administration functions, and increased competitiveness
resulting from combined marketing efforts and budgets, should significantly
enhance the operations and financial results of Volunteer. In addition, the
Merger should strengthen Wes-Tenn's abilities (as a part of Volunteer) to
compete and be successful in its existing markets, in that Volunteer offers
services that are not currently available to customers of Wes-Tenn, including
trust services, investment banking services and premier banking services.

In reaching its determination that the Merger and the Merger Agreement
are fair to, and in the best interest of, Wes-Tenn and its shareholders, the
Wes-Tenn Board of Directors consulted with its legal counsel, Wes-Tenn's
management and the Planning Committee, and considered the information compiled
by Morgan Keegan and a number of factors, including, without limitation, the
following:

1. The proposed Merger Consideration exceeded the minimum amount that
management of Wes-Tenn considered necessary in order to consider a possible
acquisition of Wes-Tenn. In addition, the price to book value multiple of
approximately 2.05 resulting from the proposed Merger Consideration generally
significantly exceeded the median book value multiple of other acquisitions in
Tennessee, the southeastern United States and nationwide (which were
approximately 1.47, 1.85 and 1.73, respectively, during 1994 and approximately
1.65, 1.82 and 1.77, respectively, during the first four months of 1995).

2. Consummation of the Merger is conditioned on the receipt by Wes-Tenn
of a fairness opinion from an independent third party that the transactions
contemplated by the Merger Agreement are fair to the shareholders of Wes-Tenn
from a financial point of view. In August 1995, Wes-Tenn retained Mercer
Capital to render the Fairness Opinion.

3. The Company's earnings per share, dividend yields, stock performance,
asset quality, stock price to earnings and book value ratios, capital ratios and
other factors compared favorably to those of four bank holding companies of
comparable size to the Company and five larger bank holding companies operating
in the southeastern or midsouth United States.

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<PAGE> 27

4. The Merger would allow Wes-Tenn shareholders to become shareholders
in a well-capitalized institution, whose stock is traded on Nasdaq with
sufficient trading volume to provide liquidity for Wes-Tenn shareholders and
whose recent earnings and dividend payments have been strong.

5. The Company appears to be pursuing an acquisition strategy and,
accordingly, offered an opportunity for more rapid growth than Wes-Tenn, and
that as the Company grows, the price to book value multiple of BancorpSouth
Common Stock would likely improve to approximate that of larger bank holding
companies in the southeastern United States and the Company would likely
increase its level of institutional shareholders.

6. The Merger would create an entity with total assets in excess of $800
million and one of the largest banks in the west Tennessee area. The Merger
would allow Volunteer to significantly increase its market area, which overlaps
with TCB's market area in only two counties, thereby limiting anti-trust
concerns. The Wes-Tenn Board of Directors perceived that these factors would
likely make Wes-Tenn more valuable to the Company than other potential
acquirors.

7. Volunteer had expressed interest in retaining Wes-Tenn's senior
management and including directors of Wes-Tenn on the Volunteer Board of
Directors, which would give Wes-Tenn a significant voice in the combined bank
entity.

8. The Wes-Tenn Board of Directors was advised by its legal counsel that
the Merger would generally be a tax-free transaction for Wes-Tenn and its
shareholders to the extent such shareholders receive shares of BancorpSouth
Common Stock. An additional condition to consummation of the Merger is the
receipt of an opinion of KPMG Peat Marwick LLP that the Merger will qualify as
a tax-free reorganization for federal income tax purposes.

9. The Wes-Tenn Board of Directors reviewed the current and prospective
economic and regulatory environments and competitive constraints facing banking
and financial institutions in Wes-Tenn's market area. In addition, they
reviewed recent business combinations involving financial institutions, either
announced or completed, during the past year in the United States, Tennessee
and contiguous states, and the increased size of competing financial
institutions in Wes-Tenn's market areas resulting from such combinations. The
Wes-Tenn Board of Directors reviewed alternatives to the Merger, including
remaining independent and growing internally, remaining independent for a
period of time and then selling Wes-Tenn, and remaining independent and growing
through future acquisitions, and determined that, based upon the factors
discussed above, the Merger presented the most attractive alternative.

The Wes-Tenn Board of Directors concluded that, in light of these
factors, it would be in the best interests of Wes-Tenn, its shareholders,
depositors and customers for Wes-Tenn to merge with the Company in the
proposed Merger. In view of the variety of factors considered in connection
with its evaluation of the Merger, the Wes-Tenn Board of Directors did not find
it practicable to, and did not quantify or otherwise attempt to assign relative
weights to the specific factors considered in reaching its determination.

THE BOARD OF DIRECTORS OF WES-TENN UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF WES-TENN VOTE TO APPROVE AND ADOPT THE MERGER AGREEMENT.

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<PAGE> 28

FAIRNESS OPINION

Prior to the mailing of this Supplement/Proxy Statement, Mercer
Capital delivered a preliminary Fairness Opinion, that the consideration to be
received by Wes-Tenn's shareholders is fair from a financial point of view as
of September 8, 1995. A copy of the Fairness Opinion, which sets forth certain
assumptions made, matters considered and limitations on the reviews undertaken,
is attached hereto as Annex B.

Mercer Capital is a national valuation advisory firm headquartered
in Memphis, Tennessee, which was retained by Wes-Tenn to advise Wes-Tenn's
management with respect to consideration proposed to be conveyed in the Merger
and to render the Fairness Opinion. The Board of Directors of Wes-Tenn
selected Mercer Capital in August 1995 based upon Mercer Capital's extensive
experience in the valuation of financial institutions generally and in the
State of Tennessee specifically, and Mercer Capital's eight year history of
providing valuation and related corporate finance advisory services to
Wes-Tenn.

Mercer Capital delivered the preliminary Fairness Opinion and
related fairness memorandum (the "Fairness Memorandum"), both dated September
8, 1995, to the Board of Directors of Wes-Tenn. The Fairness Opinion was
issued from a financial point of view on behalf of Wes-Tenn shareholders and
stated that in Mercer Capital's opinion, the Merger was fair from a financial
point of view. An updated Fairness Opinion was subsequently issued by Mercer
Capital to coincide with the mailing of the Supplement/Proxy Statement and is
included as Annex B hereto.

The Fairness Opinion should not be construed as a recommendation to
any Wes-Tenn shareholder as to how their shares should be voted. Nor does the
Fairness Opinion address the underlying business decision to effect the Merger.
Shareholders are urged to read the Fairness Opinion in its entirety.

In connection with rendering its opinion, Mercer Capital reviewed
and analyzed, among other things, the following (1) the Prospectus and related
Supplement/Proxy Statement; (2) the Merger Agreement; (3) audited financial
statements for Wes-Tenn and Wes-Tenn's annual reports on Form 10-K for the
fiscal years ended December 31, 1990 through 1994 and quarterly reports on Form
10-Q for the quarters ended March 31 and June 30, 1995; (4) audited financial
statements for the Company and the Company's annual reports on Form 10-K for
the fiscal years ended December 31, 1990 through 1994 and quarterly reports on
Form 10-Q for the quarters ended March 31 and June 30, 1995; (5) the Joint
Prospectus and Proxy Statement with respect to the LF Bancorp Merger; (6) the
Joint Prospectus and Proxy Statement with respect to the First Federal merger;
(7) historical pricing information for the BancorpSouth Common Stock and
Wes-Tenn Common Stock; (8) certain information with respect to the pricing of
transactions which Mercer Capital believes to be comparable to the Merger; and
(9) certain information with respect to the pricing of bank holding companies
which Mercer Capital believes to be comparable to the Company.

As part of its due diligence process, representatives of Mercer
Capital met with officers of both the Company and Wes-Tenn and discussed the
market for each institution's shares, historical financial performance and
prospective performance, asset quality, operating strategies and other matters
Mercer Capital believed relevant to the inquiry.

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<PAGE> 29

In arriving at its opinion, Mercer Capital assumed and relied upon
the accuracy and completeness of all of the financial and other information
provided to it or that was publicly available. Mercer Capital did not attempt
to verify any such information, nor did it seek to determine the adequacy of
the loan loss provision for either institution. Mercer Capital did not conduct
a physical inspection of the properties of Wes-Tenn or the Company, nor did its
personnel obtain any independent appraisals of any properties.

The following is a summary of the factors considered in the Fairness
Opinion as presented to the Wes-Tenn Board of Directors in the Fairness
Memorandum.

1. Terms of the Merger Agreement;

2. An analysis of the consideration proposed to be exchanged in
the Merger in relation to indications of fair market value of Wes-Tenn derived
through considering comparable guideline transactions, discounted cash flow
and earnings dilution analyses;

3. An analysis of the estimated pro forma changes in book value
per share, earnings per share and overall ownership from the perspective of
Wes-Tenn shareholders;

4. A review of the Company's historical financial performance,
historical stock pricing, the liquidity of its shares and current pricing in
relation to other publicly traded bank holding companies based in the midsouth
United States;

5. Tax consequences of the Merger for Wes-Tenn shareholders; and,

6. Restrictions or lack thereof placed on the shares of
BancorpSouth Common Stock received by the Wes-Tenn shareholders in the Merger.

Transaction Overview. Under the terms of the Merger Agreement,
dated June 16, 1995, Wes-Tenn shareholders will receive 0.6296 shares of
BancorpSouth Common Stock for each share of Wes-Tenn Common Stock as long as
the market price of BancorpSouth Common Stock is not less than $32.8738 per
share or greater than $44.4763 per share. The Exchange Ratio was based upon a
negotiated price of $24.35 per share of Wes-Tenn Common Stock divided by the
market price of BancorpSouth Common Stock of $38.675 per share. The negotiated
price per share of Wes-Tenn Common Stock corresponds to 2.05 times the adjusted
book value of $11.88 per share at May 31, 1995, reflecting certain adjustments
to reported book value as agreed by both parties. For purposes of the Merger
Agreement, the BancorpSouth Common Stock share price was derived by averaging
the mid-point between each day's high "bid" and low "ask" price for the 20
trading days ended on June 13, 1995. The market price for purposes of the
Closing will be based upon the average of the mid-point between each day's high
"bid" and low "ask" price for the 20 trading days ending immediately prior to
the Closing Date.

The Exchange Ratio may be adjusted as follows:

1. In the event that the calculated market price is less
than $32.8738 per share, Wes-Tenn may, at its option and
without penalty, terminate the Merger Agreement unless
the Company agrees to recalculate the Exchange Ratio
using the following formula for the BancorpSouth Common
Stock stock price:

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<PAGE> 30

$38.675 - ( $32.8738 - Recalculated Price ) =
BancorpSouth Common Stock Price; or

2. In the event that the calculated market price is greater
than $44.4763 per share, the Company may, at its option
and without penalty, terminate the Merger Agreement
unless Wes-Tenn agrees to recalculate the Exchange Ratio
using the following formula for the BancorpSouth Common
Stock stock price:

$38.675 + ( Recalculated Price - $44.4763 ) =
BancorpSouth Common Stock Price;

The Exchange Ratio implies that 1,586,096 shares of
BancorpSouth Common Stock will be issued for the 2,519,212 outstanding shares
of Wes-Tenn Common Stock. No fractional shares will be issued. Instead,
fractional shares will be converted into cash.

Based upon a price of BancorpSouth Common Stock of
$40 per share, Wes-Tenn shareholders will receive consideration equal to $25.18
per share of Wes-Tenn Common Stock, while the aggregate consideration will
total $63.4 million. The purchase price represents 204% of Wes-Tenn's reported
book value of $12.35 per share as of June 30, 1995 and 19.5x Wes-Tenn's pro
forma earnings of $1.29 per share for the 12 month period ended June 30, 1995.
Mercer Capital noted that Wes-Tenn's reported earnings were $1.38 per share for
the 12 month period ended June 30, 1995 and include the results of WTFC since
it was acquired by Wes-Tenn on April 3, 1995. As indicated under "Selected
Financial Data", pro forma earnings, representing the combined earnings of
Wes-Tenn and WTFC for all periods presented, for the 12 month period ended June
30, 1995 are calculated by the following formula: $1.38 per share (pro forma
fiscal year 1994 from $1.44 per share) + $0.66 per share (pro forma year to
date at June 30, 1995) - $0.75 per share (pro forma year to date at June 30,
1994) = $1.29 per share on a pro forma basis versus $1.38 per share on a
reported basis.

Valuation Analysis. The valuation of Wes-Tenn considered three
separate valuation methods: comparable transaction, dilution analysis, and
discounted cash flow. The purpose of the valuation analysis was to develop an
estimated range of fair market value for Wes-Tenn under the assumption of a
change-in-control and compare the results with the pricing of the Merger.

Comparable Transaction Method. The comparable transaction method
seeks to develop an indication of value for a subject company by analyzing
prices paid for similar institutions which have been acquired. With regard to
the banking industry, most transactions are measured in terms of price/book
ratios and price/earnings ratios.

Although the price/book ratio tends to be the more widely quoted of
the two, Mercer Capital noted that the price/earnings ratio is generally more
important since acquirors are most concerned with the target's earning
capacity. Also, the market's relative pricing of the buyer (in relation to
earnings) will dictate the size of an offer before earnings dilution becomes an
issue. In addition, price/book multiples vary depending upon the amount of
equity used to finance the balance sheet. Price/book ratios tend to decline as
equity rises and increase when equity decreases.

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<PAGE> 31

Mercer Capital also noted that price/earnings ratios vary,
particularly when the seller's earnings are extremely high or low relative to
the industry. In general, price/earnings ratios decline as return on assets
increases and rise as earnings fall.

With regard to Wes-Tenn, Mercer Capital reviewed prices paid for
acquired commercial banks in relation to the sellers' book value and earnings
as compiled by SNL Securities. The data was divided into four groups: (1) all
privately acquired commercial banks, (2) southeastern United States based
commercial banks, (3) commercial banks with $100 to $500 million of assets
which were acquired for common stock, and (4) commercial banks based in
Tennessee, Arkansas and Mississippi.

Indications of value using the transaction method were based upon
Wes-Tenn's earnings of $1.29 per share for the 12 month period ended June
30, 1995 on a pro forma basis and Wes-Tenn's reported book value of $12.35 per
share as of the same date.

Mercer Capital calculated the average price/book ratio for each
comparable group in 1994 and 1995. In addition, the median price/earnings
ratio was calculated for each comparable group in 1994 and 1995. The
respective price/book and price/earnings ratios were then multiplied times
Wes-Tenn's book value and earnings per share to derive a range of indicated
value. The range of value was then compared with the price offered by the
Company.

The overall range of estimated value based upon the 1994 median
price/earnings transaction data was $17.16 per share (13.3 x $1.29) to $22.45
per share (17.4 x $1.29) with a mid-point of $19.80 per share. The overall
range of estimated value based upon the 1995 median price/earnings transaction
data was $19.74 per share (15.3 x $1.29) to $23.09 per share (17.9 x $1.29)
with a mid-point of $20.83 per share.

The range of value based upon the 1994 average price/book
transaction data as applied to Wes-Tenn's June 30, 1995 book value was $20.62
per share (1.67 x $12.35) to $24.32 per share (1.97 x $12.35). The mid-point
for the 1994 transaction data was $22.47 per share. The range of value based
upon the 1995 average price/book transaction data as applied to Wes-Tenn's June
30, 1995 book value was $21.97 per share (1.78 x $12.35) to $24.32 per share
(1.97 x $12.35). The mid-point for the 1995 transaction data was $23.15 per
share.

Mercer Capital noted that the price offered by the Company slightly
exceeded the upper end of the cited ranges based upon the closing price of
shares of BancorpSouth Common Stock immediately prior to issuance of the
Fairness Memorandum.

Dilution Analysis. A dilution analysis was conducted whereby
hypothetical acquisition offers for Wes-Tenn were generated under the
assumption that the buyer would structure an offer so that pro forma earnings
dilution would be minimal (generally less than 1.0% for the smaller acquirors
and less than 0.50% for the larger buyers) in a stock-for-stock transaction.

Mercer Capital noted that a dilution analysis can be affected by
many things. Relatively higher pricing may be obtainable if the buyer is large
in relation to the target, if the buyer's shares are trading at a rich multiple
to earnings and/or substantial merger economies are obtainable. The
implication is that larger buyers or those with particularly strong stock
prices can pay a higher price without incurring much dilution in the
acquisition of smaller institutions if they have a strategic or competitive
reason to do so.

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<PAGE> 32

A stock-for-stock valuation analysis for Wes-Tenn assuming a
non-dilutive merger with Union Planters Corporation, First Tennessee National
Corporation, First American Corporation, First Commercial Corporation, and
Boatmen's Bancshares was conducted in which the buyers were assumed to realize
merger economies on the order of 10% of Wes-Tenn's existing expense structure.
The institutions listed above were selected since they are publicly traded with
readily available information and, to varying degrees, represented possible
acquirors of Wes-Tenn.

Mercer Capital's analysis indicated an overall range of estimated
values of $20.83 per share to $23.74 per share given the constraints of
avoiding dilution to pro-forma earnings. The analysis indicated that the
Company's offer was at the upper end of likely acquisition prices, unless an
acquiror chose to "pay-up" for Wes-Tenn to achieve certain corporate
objectives.

Discounted Cash Flow. A discounted cash flow analysis was also
conducted to develop an estimate of value an acquiror might place on Wes-Tenn
viewed from the perspective of cash flow potential. Free cash flow for a
financial institution differs from the traditional definition typically
associated with other industries. Free cash flow for a financial institution
is defined as the amount of earnings which can be distributed and still
maintain a targeted equity-to-asset ratio since capital management is
imperative for financial institutions.

Value obtained via the discounted cash flow method for Wes-Tenn was
defined as equal to the existing excess equity, plus the present value of all
distributable earnings projected during the next five years and a terminal
value. The terminal value represented the estimated value of Wes-Tenn at the
end of the projection period and was based upon a multiple of projected year
2000 earnings. The terminal value was derived by multiplying assumed
acquisition multiples of 15.0 and 16.0 times Wes-Tenn's projected year 2000
earnings. The terminal values' price/earnings multiples were selected as
ratios which presently approximate national median acquisition multiples for
commercial banks as reported by SNL Securities.

Projections used as a basis for the discounted cash flow analysis
were prepared by Mercer Capital with Wes-Tenn management's concurrence as to
the reasonableness of the underlying assumptions. Although many assumptions
regarding yields, overhead, etc., were made, the projections were geared so
that future performance would approximate current earnings (a return on average
assets of about 1.15%) with some slight upward bias, while asset growth was
assumed modest (about 4.0% per year). The projections also assumed that an
acquiror would extract $4.5 million of equity capital immediately, reducing the
equity to asset ratio to 7.9% and then maintain a ratio of roughly 7.9 - 8.0%
by distributing all earnings beyond what was necessary to maintain the target
capital ratio.

A range of estimated value was derived based upon discount rates,
or required rates of return for potential acquirors, of 12.0% to 13.0%, and
price/earnings multiples applied to projected year 2000 earnings of 15.0 to
16.0. The indicated values were from $53.2 million ($21.10 per share) to $57.6
million ($22.85 per share). Discount rates used to discount the projected cash
flows to their present value represent estimated rates of return an investor
would require from an investment in Wes-Tenn. The discount rates were
developed using the capital asset pricing model.

Based upon the three valuation methods, Mercer Capital noted that
the terms of the Merger resulted in pricing at the upper end of the indicated
range of value based upon the pricing of shares of BancorpSouth Common Stock as
of the date the Fairness Memorandum was issued.

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Pro Forma Analysis. Mercer Capital analyzed the prospective change
in pro forma dividends per share, earnings per share, book value per share and
overall ownership from the perspective of Wes-Tenn shareholders. The following
is a summary of Mercer Capital's findings:

Dividends Per Share. The Company's current indicated dividend of
$1.20 per share is equivalent to $0.76 per Wes-Tenn exchange adjusted share, or
an increase of 100% above the current Wes-Tenn indicated annual payout of $0.38
per share. Wes-Tenn shareholders will therefore experience a significant
increase in the dividend cash flow associated with their investment.

Earnings Per Share. Pro-forma earnings are estimated to total
$2.03 per exchange adjusted share of Wes-Tenn Common Stock for the 12 month
period ended June 30, 1995. The increase exceeds Wes-Tenn's latest 12
month earnings (on a pro forma basis for the WTFC acquisition) of $1.29 per
share by $0.74, or 57%.

Book Value Per Share. Exchange adjusted book value is estimated to
increase about 32% from $12.35 per share to $16.29 per exchange adjusted share.

Ownership. The collective ownership of Wes-Tenn shareholders will
decline from 100% of Wes-Tenn to approximately 15% of the Company after the
Merger is consummated. Collectively, Wes-Tenn shareholders will be the largest
shareholder of the Company.

Mercer Capital has made no warranties or representations regarding
the actual change in pro forma earnings and book value and other such
calculations for Wes-Tenn shareholders. Where possible, pro forma and pro
forma earnings were derived from schedules presented in the Supplement/Proxy
Statement. The analysis was developed making certain assumptions regarding
accounting treatment and the like. Actual pro forma changes may differ.

Review of the Company's Financial Performance. Mercer Capital
noted that the Company is a $2.8 billion asset institution whose primary
subsidiaries operate in Mississippi (Bank of Mississippi and LF Bancorp) and
west Tennessee (Volunteer). The Company has completed or announced five
acquisitions in the past three years, Volunteer Bancshares, Inc. (Jackson,
Tennessee), LF Bancorp, Inc. (Laurel, Mississippi) First Federal Bank for
Savings (Starkville, Mississippi), Shelby Bank (Bartlett, Tennessee) and
Wes-Tenn. Once the Wes-Tenn acquisition is completed, the Company will have
approximately $2.4 billion of assets in Mississippi and $800 million of assets
in Tennessee. Mercer Capital noted that the Company is believed to have one or
more of the more attractive franchises in Mississippi since it primarily
operates in the state's higher growth markets and has avoided the Mississippi
delta. Other factors reviewed included (1) historical earnings; (2) balance
sheet composition and overall growth trends; (3) asset quality; (4) capital
structure; (5) composition of the loan portfolio; (6) deposit and other funding
sources; and (7) analysts' outlook for shares of BancorpSouth Common Stock.

Shareholder Liquidity. Mercer Capital noted that another primary
benefit of the Merger is the ability of Wes-Tenn shareholders to exchange
illiquid shares of Wes-Tenn Common Stock for the publicly traded shares of
BancorpSouth Common Stock, which are listed on Nasdaq. During the past two
years, average weekly trading volume of shares of BancorpSouth Common Stock has
totaled approximately 25,000 shares. The market for shares of Wes-Tenn Common
Stock is nominal. Mercer Capital reviewed the trading history of BancorpSouth
Common Stock for the prior two and one-half years and compared it with

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the Nasdaq. Comparisons were also made with the current and historical
valuation of the Company in relation to the mid-south United States (defined as
Alabama, Arkansas, Louisiana, Kentucky, Mississippi, Missouri and Tennessee)
based bank holding companies which Mercer Capital believed to be comparable to
the Company.

Other Considerations. In addition to the items discussed above,
other factors considered in rendering the Fairness Opinion included:

1. All shares of BancorpSouth Common Stock received by
shareholders of Wes-Tenn will be freely transferable,
except shares received by persons who are deemed to be
"affiliates" of Wes-Tenn as defined under the Securities
Act. Rule 145 promulgated under the Securities Act
permits affiliates to sell up to 1% of the outstanding
shares of BancorpSouth Common Stock in each three month
period commencing with the public announcement of the
results of 30 days of combined operations. It is
expected that no affiliate of Wes-Tenn will own as much
as 1% of the outstanding shares of BancorpSouth Common
Stock following the Merger. Accordingly, such
affiliates should be able to sell their BancorpSouth
Common Stock following the public announcement of 30
days of combined operations;

2. A tax opinion has been issued that the transaction will
be treated as a tax-free reorganization under Section
368(a) of the Code for federal income tax purposes.
Thus, the Merger will not trigger capital gains tax
liabilities for Wes-Tenn shareholders;

3. The Company appears to represent an attractive
acquisition candidate for a larger bank holding company
which desires to enter select Mississippi and west
Tennessee markets or consolidate existing market share.
Thus, a second premium may be realized at some point in
the future should the Company be acquired. Mercer
Capital, however, made no warranties or representations
about such an event occurring, or, in the event of an
acquisition, whether or not shareholders of the Company
would obtain a premium price;

4. Wes-Tenn shareholders will benefit through increased
diversification. As investors in a bank holding company
whose operations span Mississippi and west Tennessee,
Wes-Tenn shareholders will not be solely dependent upon
the west Tennessee market; and

5. A number of bank acquisitions entail the granting of
options to the buyer by the seller to deter other
possible acquirors from making a competing offer. In
the case of Wes-Tenn, Mercer Capital did not view the
option granted to the Company as problematical since the
Company has offered a price which appears to be at the
upper end of likely offers from other potential
acquirors.

For its services as a financial advisor, Wes-Tenn paid Mercer
Capital a fee of $25,000, plus reasonable out-of-pocket expenses.

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REGULATORY APPROVAL

Consummation of the Merger is conditioned on, among other things, the
receipt of approvals by governmental authorities required in connection with
the Merger, including approvals by the FDIC and the TDFI.

As a state non-member bank, Volunteer must file an application with the
FDIC for approval of the Merger pursuant to Sections 18(c) and 18(d) of the
Federal Deposit Insurance Act. The FDIC may disapprove the application if it
finds that the Merger tends to create or result in a monopoly, substantially
lessens competition or would be in restraint of trade. Volunteer filed such
application with the FDIC on August 18, 1995. Following approval of the
application by the FDIC, the United States Department of Justice would have an
additional 15 calendar days to submit any adverse comments with regard to the
Merger relating to competitive factors. Such approval is expected to be
obtained and the waiting period to have expired by November 30, 1995.

In addition, the Company filed an application on August 18, 1995 with
the TDFI for approval of the Merger pursuant to Sections 45-12-101 et seq. of
the Tennessee Code Annotated. This application specifically relates to the
proposed merger of Wes-Tenn with and into the Company. The TDFI accepted the
FDIC application described above with respect to the proposed merger of TCB
with and into Volunteer. On October 13, 1995, the TDFI approved the
application.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

At October 1, 1995, the directors and executive officers of Wes-Tenn
beneficially owned an aggregate of 383,672 shares of Wes-Tenn Common Stock and,
based upon the Exchange Ratio of 0.6296 and assuming such shares are owned at
the Effective Time, would receive an aggregate of approximately 241,560 shares
of BancorpSouth Common Stock upon consummation of the Merger. See "Description
of Wes-Tenn Common Stock -- Beneficial Ownership."

Pursuant to the Merger Agreement, the Company has agreed to increase the
number of directors on Volunteer's Board of Directors by up to eight persons.
The Company, as the sole shareholder of Volunteer, will have these additional
Volunteer directorships filled by the election of certain Wes-Tenn directors
serving as of the consummation of the Merger. The Company has also agreed to
nominate following consummation of the Merger a member of the Wes-Tenn Board of
Directors, chosen by the Company after consultation with the Wes-Tenn Board of
Directors, for a seat on the Board of Directors of the Company. For
information regarding the members of the Wes-Tenn Board of Directors, see
"Wes-Tenn Management."

ACCOUNTING TREATMENT

The Company intends to account for the Merger as a pooling of interests.
Under this method of accounting, the Company will record the assets and
liabilities of Wes-Tenn after the Effective Time at the amounts recorded on the
books of Wes-Tenn prior to the Merger. A condition to the performance of each

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of the parties under the Merger Agreement is the receipt of an opinion of KPMG
Peat Marwick LLP that the Merger will qualify as a pooling of interests.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material federal income tax
consequences of the Merger. This summary relates only to shares of Wes-Tenn
Common Stock held as a capital asset within the meaning of Section 1221 of the
Code by persons who are citizens or residents of the United States. This
summary does not discuss the tax consequences to categories of holders entitled
to special treatment under the Code (including, without limitation, foreign
persons, tax-exempt organizations, insurance companies, financial institutions
and dealers in stocks and securities). No rulings will be sought from the
Internal Revenue Service with respect to the federal income tax consequences of
the Merger. Shareholders of Wes-Tenn are urged to consult their own tax
advisors as to specific tax consequences of the Merger.

A condition to the consummation of the Merger is the receipt of an
opinion of KPMG Peat Marwick LLP, independent certified public accountants, to
the effect that (i) assuming the Merger qualifies as a statutory merger under
applicable law, the Merger will be a "reorganization" within the meaning of
Section 368(a)(1)(A) of the Code; (ii) Wes-Tenn and the Company will each "be
a party to a reorganization" within the meaning of Section 368(b) of the Code,
assuming the shareholders of Wes-Tenn have a sufficient continuing ownership
interest in the Company to meet the continuity of interest requirement; (iii)
no gain or loss will be recognized by Wes-Tenn or the Company as a result of
the Merger; (iv) the basis of the assets of Wes-Tenn in the hands of the
Company will be the same as the basis of such assets in the hands of Wes-Tenn
immediately prior to the Merger; (v) the holding period of the assets of
Wes-Tenn acquired by the Company will include the period during which the
assets were held by Wes-Tenn; (vi) no gain or loss will be recognized by the
Wes-Tenn shareholders upon the receipt of BancorpSouth Common Stock in exchange
for shares of Wes-Tenn Common Stock, in connection with the Merger; (vii) the
basis of the BancorpSouth Common Stock (including any fractional share
interest) received by a Wes-Tenn shareholder in connection with the Merger will
be the same as the basis of the shares of Wes-Tenn Common Stock surrendered in
exchange therefor; (viii) the holding period of the BancorpSouth Common Stock
(including any fractional share interest) received by a shareholder of Wes-Tenn
in connection with the Merger will include the holding period of the shares of
Wes-Tenn Common Stock surrendered in exchange therefor, provided that the
shares of Wes-Tenn Common Stock are held as a capital asset at the Effective
Time; and (ix) cash received in lieu of a fractional share of BancorpSouth
Common Stock will be treated as having been received as a distribution in full
payment in exchange for a fractional share interest in BancorpSouth Common
Stock.

The opinion of KPMG Peat Marwick LLP will be based on customary
assumptions and representations regarding, among other things, the ownership of
shares of Wes-Tenn Common Stock, the future ownership of the BancorpSouth
Common Stock and the Company's future business plans. One important assumption
is that the continuity of interest test will be met, which requires, among
other things, that, at the Effective Time, there will be no plan or intention
by shareholders of Wes-Tenn to sell or otherwise dispose of more than 50%, in
the aggregate, of the shares of BancorpSouth Common Stock received in the
Merger. For purposes of that assumption, the sale or redemption of any shares
of Wes-Tenn Common Stock in anticipation of the Merger, as well as the exercise
of dissenters' rights, will be treated as a sale of the number of shares of
BancorpSouth Common Stock that would have been received in exchange for such
shares had they not been sold, redeemed or the subject of dissenters' rights.
The opinion of KPMG Peat Marwick LLP will not be binding on the Internal
Revenue Service or any court. If the

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Merger was determined not to qualify as a "reorganization" under Section 368(a)
of the Code, the Merger would be treated as a taxable sale of assets by
Wes-Tenn followed by the liquidation of Wes-Tenn.

A shareholder of Wes-Tenn who receives cash in lieu of a fractional share
of BancorpSouth Common Stock in the Merger will recognize gain (or loss) as if
the fractional share had been received and then redeemed for the cash. The
amount of gain or loss will equal the difference between the amount of cash and
the shareholder's basis in the fractional share interest. In such event, any
gain or loss recognized will be capital gain (or loss) if the shares of
Wes-Tenn Common Stock are held by such shareholders as a capital asset at the
Effective Time.

The receipt of cash for shares of Wes-Tenn Common Stock as a result of
the exercise of dissenters' rights will be taxable as a redemption of those
shares for the cash. Any shareholder considering the exercise of dissenters'
rights should consult the shareholder's tax advisor regarding the tax
consequences of exercising dissenters' rights.

THE DISCUSSION SET FORTH ABOVE DOES NOT ADDRESS ANY STATE, LOCAL OR
FOREIGN TAX ASPECTS OF THE MERGER. THE DISCUSSION IS BASED ON CURRENTLY
EXISTING PROVISIONS OF THE CODE, EXISTING AND PROPOSED TREASURY REGULATIONS
THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS. ALL OF THE
FOREGOING ARE SUBJECT TO CHANGE AND ANY SUCH CHANGES COULD AFFECT THE
CONTINUING VALIDITY OF THIS DISCUSSION. EACH SHAREHOLDER OF WES-TENN SHOULD
CONSULT THE SHAREHOLDER'S OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TO SUCH SHAREHOLDER, INCLUDING THE APPLICATION AND
EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

RESALE RESTRICTIONS

All shares of BancorpSouth Common Stock received by shareholders of
Wes-Tenn in the Merger will be freely transferable, except that shares of
BancorpSouth Common Stock received by persons who are deemed to be "affiliates"
(as such term is defined under the Securities Act) of Wes-Tenn prior to the
Merger may be resold by them only in transactions permitted by the resale
provisions of Rule 145 promulgated under the Securities Act or as otherwise
permitted under the Securities Act. Persons who may be deemed to be affiliates
of Wes-Tenn generally include individuals or entities that control, are
controlled by, or are under common control with, such party and may include
certain officers and directors of Wes-Tenn as well as principal shareholders of
Wes-Tenn. Rule 145 permits affiliates to sell up to 1% of the outstanding
BancorpSouth Common Stock in each three month period commencing with the public
announcement of the results of 30 days of combined operations of the Company
and Wes-Tenn. It is expected that no affiliates of Wes-Tenn will own as much
as 1% of the outstanding shares of BancorpSouth Common Stock following the
Merger. Accordingly, such affiliates should be able to sell their BancorpSouth
Common Stock following the public announcement of 30 days of combined
operations. Wes-Tenn has agreed to use its best efforts to cause each of its
affiliates to deliver to the Company a written agreement providing that such
person will not sell, pledge, transfer, or otherwise dispose of the shares of
Wes-Tenn Common Stock held by such person except as contemplated by the Merger
Agreement and will not sell, pledge, transfer, or otherwise dispose of the
shares of BancorpSouth Common Stock to be received by such person upon
consummation of the Merger except in compliance with applicable provisions of
the Securities Act and the rules and regulations thereunder and until such time
as financial results covering at least 30 days of combined operations of the
Company and Wes-Tenn have been published. Shares of BancorpSouth Common Stock

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issued to affiliates of Wes-Tenn in exchange for Wes-Tenn Common Stock will not
be transferable until such time as financial results covering at least 30 days
of combined operations of the Company and Wes-Tenn have been published,
regardless of whether each such affiliate has provided the written agreement to
the Company. This Supplement/Proxy Statement is not intended to be used in
connection with the resale of BancorpSouth Common Stock by such affiliates.

COMPARISON OF RIGHTS OF SHAREHOLDERS

At the Effective Time, shareholders of Wes-Tenn will automatically become
shareholders of the Company (except for shareholders of Wes-Tenn who exercise
dissenters' rights). The Company is a Mississippi corporation which is
governed by provisions of the Mississippi Business Corporation Act, the
Company's Restated Articles of Incorporation, as amended, and its Bylaws.
Wes-Tenn is a Tennessee corporation governed by provisions of the Tennessee
Business Corporation Act, Wes-Tenn's Charter and its Bylaws. See "Comparison
of Rights of Shareholders."

STOCK OPTION AGREEMENT

In conjunction with, and in furtherance of, the execution of the Merger
Agreement, the Company and Wes-Tenn entered into the Stock Option Agreement
whereby the Company was granted the Option to purchase up to 472,441 shares of
Wes-Tenn Common Stock at a cash purchase price of $18 per share.

The Option may be exercised by the Company, in whole or in part, at any
time or from time to time, on or before the earlier to occur of (i) the
consummation of the Merger or (ii) 12 months after the first occurrence,
without prior written consent of the Company, of (A) Wes-Tenn or TCB entering
into, or the Wes-Tenn Board of Directors recommending that Wes-Tenn
shareholders approve, an agreement to engage in an Acquisition Transaction with
any person or entity other than the Company, or (B) any person or entity other
than the Company acquiring beneficial ownership or the right to acquire
beneficial ownership of 10% or more of the outstanding shares of Wes-Tenn
Common Stock. In the event that an Acquisition Transaction with Wes-Tenn is
consummated by a party other than the Company, the Company may elect, in lieu
of exercise of the Option, to receive $3 million in cash. The Company may also
elect to receive a lesser amount of cash that may be paid by Wes-Tenn without
obtaining prior regulatory approval and to exercise the Option as to a pro rata
number of shares of Wes-Tenn Common Stock subject to the Option, based on the
amount of cash payment to the Company.

The Stock Option Agreement could make an Acquisition Transaction
involving Wes-Tenn more costly to effect because of the $3 million cash payment
provision or the necessity of acquiring shares of Wes-Tenn Common Stock
acquired by the Company under the Option.

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THE MERGER AGREEMENT

The following is a brief summary of certain provisions of the Merger
Agreement. This summary is qualified in its entirety by reference to the full
text of the Merger Agreement, which is incorporated herein by reference. A
copy of the Merger Agreement, without exhibits and schedules, is being
furnished separately to each shareholder of Wes-Tenn concurrently with this
Supplement/Proxy Statement.

THE MERGER

Subject to the terms and conditions of the Merger Agreement, at the
Effective Time, Wes-Tenn will be merged with and into the Company, and the
separate existence of Wes-Tenn will cease. The Company will be the surviving
corporation in the Merger and will continue to be governed by the laws of the
State of Mississippi, and the separate corporate existence of the Company and
all of its rights and liabilities as a banking corporation organized under the
laws of the State of Mississippi will continue. The shares of Wes-Tenn Common
Stock will be converted into shares of BancorpSouth Common Stock in a
transaction intended to qualify as a pooling of interests for accounting
purposes and as a tax-free reorganization for federal income tax purposes.

The Merger is to be consummated at the offices of Waller Lansden Dortch &
Davis, Nashville, Tennessee, special counsel to the Company, on or before 30
days following the satisfaction or waiver of the conditions to closing set
forth in the Merger Agreement (the "Closing Date") at 11:00 a.m. Central Time,
or at any other place and date as the parties fix by mutual consent. Subject
to and in accordance with the laws of the States of Mississippi and Tennessee,
the Effective Time will occur at 5:00 p.m. Central Time on the Closing Date or
such other time as of which the Merger shall have become effective in
accordance with the applicable provisions of the States of Mississippi and
Tennessee.

At the Effective Time, by virtue of the Merger and without any action on
the part of any holder of any capital stock of Wes-Tenn, each share of Wes-Tenn
Common Stock, other than shares held by dissenting shareholders, will be
converted into, and become exchangeable for, the Merger Consideration,
consisting of 0.6296 shares of BancorpSouth Common Stock (subject to adjustment
as described below), in accordance with the Exchange Ratio, and cash in lieu of
the issuance of fractional shares of BancorpSouth Common Stock. The Exchange
Ratio was determined through arm's-length negotiations between the management
of the Company and management of Wes-Tenn.

The Exchange Ratio is to be adjusted in the event that the Recalculated
Price, the average of the high "bid" and low "ask" prices per share of
BancorpSouth Common Stock for each of the 20 trading days immediately preceding
the Closing Date, is less than $32.8738 or more than $44.4763. If the
Recalculated Price is less than $32.8738, Wes-Tenn may terminate the Merger
Agreement unless the Company agrees to recalculate the Exchange Ratio as set
forth in the Merger Agreement and described herein under "The Merger --
Fairness Opinion." If the Recalculated Price is greater than $44.4763, the
Company may terminate the Merger Agreement unless Wes-Tenn agrees to
recalculate the Exchange Ratio as set forth in the Merger Agreement and
described herein under "The Merger -- Fairness Opinion."

EXCHANGE PROCEDURES

On or prior to the Closing Date, the Company will direct Trust Company
Bank, Atlanta, Georgia (the "Exchange Agent") to issue certificates
representing shares of BancorpSouth Common Stock to be issued

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in the Merger. The Company will also deposit with the Exchange Agent the cash
required to make cash payments in lieu of fractional shares.

From and after the Effective Time, each holder of a certificate which
immediately prior to the Effective Time represented outstanding shares of
Wes-Tenn Common Stock ("Wes-Tenn Certificate"), other than shares with respect
to which dissenters' rights, if any, are granted by reason of the Merger under
the Tennessee Code, will be entitled to receive in exchange therefor, upon
surrender thereof to the Exchange Agent, a certificate or certificates
representing the number of whole shares of BancorpSouth Common Stock into which
such holder's shares of Wes-Tenn Common Stock were converted and cash in lieu
of any fractional shares. Notwithstanding any other provision of the Merger
Agreement, until holders or transferees of Wes-Tenn Certificates have
surrendered such certificates for exchange as provided herein, no dividends
shall be paid with respect to any shares represented by such certificates and
no payment for fractional shares shall be made. Upon surrender of a Wes-Tenn
Certificate, there shall be paid to the holder of such certificate, without
interest, the amount of any dividends which theretofore became payable, but
which were not paid by reason of the foregoing, with respect to the number of
whole shares of BancorpSouth Common Stock represented by the certificate or
certificates issued upon such surrender.

As soon as practicable after the Effective Time, the Exchange Agent will
mail to each holder of record of a Wes- Tenn Certificate a notice and
transmittal form advising such holder of the effectiveness of the Merger and
the procedure for use in effecting the surrender of Wes-Tenn Certificates in
exchange for certificates representing shares of BancorpSouth Common Stock.
Upon surrender of Wes-Tenn Certificates to the Exchange Agent the certificates
shall be cancelled.

No fractional shares of BancorpSouth Common Stock will be issued upon the
surrender for exchange of Wes-Tenn Certificates and no BancorpSouth Common
Stock dividend, stock split or interest shall relate to any fractional
security, and such fractional interests shall not entitle the owner thereof to
vote or to any other rights of a security holder. In lieu of any such
fractional shares, each holder of shares of Wes-Tenn Common Stock who would
otherwise be entitled to a fractional share of BancorpSouth Common Stock upon
surrender of Wes-Tenn Certificates for exchange, will be entitled to receive
from the Exchange Agent a cash payment in lieu of such fractional share equal
to such fraction multiplied by $38.675, subject to adjustment in the event that
the Exchange Ratio is recalculated. If the Recalculated Price is less than
$32.8738, then the amount used to determine payment for fractional shares will
be $38.675 less ($32.8738 less the Recalculated Price) or, if the Recalculated
Price is greater than $44.4763, such amount will be $38.675 plus (the
Recalculated Price less $44.4763).

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains certain representations and warranties by
Wes-Tenn to the Company, including those relating to: (i) brokers' and finders'
fees with respect to the Merger; (ii) employee benefit plans; (iii) tax
matters; (iv) insurance policies; (v) rights and licenses owned and/or used;
(vi) material contracts; (vii) clear title to assets and properties; (viii)
books of account and corporate records maintained in substantial compliance
with legal and accounting requirements; and (ix) ownership of BancorpSouth
Common Stock by Wes-Tenn or its directors and officers.

The Merger Agreement contains certain representations and warranties by
each of the Company and Wes-Tenn to the other party, including those relating
to: (i) their respective due organization, power and standing; (ii) the
authorization, execution, delivery and enforceability of the Merger Agreement;
(iii) their respective capital structures; (iv) the absence of conflicts with
their respective governing documents or any

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law, rule, regulation, judgment, decree, order or agreement to which they are
subject; (v) since December 31, 1994, the incurrence of any material liability,
except in the ordinary course of business, any material adverse change in their
respective business, operations, assets or condition, any material change in
their respective mode of management, operation or method of accounting, or any
failure to operate their respective business in all material respects in the
ordinary course consistent with their respective past practice; (vi) the
absence of pending or threatened judicial or administrative proceedings, except
as disclosed; (vii) full compliance with the law; (viii) all governmental
authorizations necessary for the conduct of business; (ix) supervisory matters,
including provision of copies of correspondence and written agreements; (x)
absence of certain changes or events; (vii) this Supplement/Proxy Statement;
(xi) reports filed under the Exchange Act; and (xii) the accuracy of such
representations and warranties as of the date this Supplement/Proxy Statement
is mailed to shareholders and as of the Closing Date.

CONDUCT OF BUSINESS PENDING THE MERGER

Wes-Tenn has agreed, among other things, prior to the consummation of the
Merger, to conduct its operations according to its usual, regular and ordinary
course in substantially the same manner as theretofore conducted. Except with
the prior written consent of the Company, Wes-Tenn will not, among other
things, (i) enter into any contract or instrument involving expenditure or
lending of money or credit in excess of its legal lending limit; (ii) issue any
shares of Wes-Tenn Common Stock or TCB capital stock, or grant any stock
options or rights convertible into Wes-Tenn Common Stock or TCB capital stock;
(iii) declare, set aside or pay any dividend other than quarterly dividends in
an amount not to exceed $0.0950 per share of Wes-Tenn Common Stock; (iv) make
any change in its capital stock or amend its governing documents; (v) make any
capital expenditures of more than $50,000 individually or $100,000 in the
aggregate; (vi) enter into any contracts or agreements that cannot be
terminated without penalty and/or notice of not more than 30 days; or (vii)
encourage, solicit or initiate any proposals or offers from any person (other
than with respect to the Merger) relating to any acquisition of all or a
substantial portion of the assets of Wes-Tenn, or any merger, consolidation or
business combinations with Wes-Tenn, or, except as required by fiduciary
obligations, participate in any discussions or negotiations regarding the
foregoing.

Wes-Tenn and the Company have each agreed to afford the officers and
representatives of the other party, until consummation of the Merger, full
access to their business records, to use their best efforts to consummate the
transactions contemplated by the Merger Agreement, to take no action that would
adversely affect governmental approval of the Merger and to use reasonable care
to ensure that the Merger qualifies for the pooling of interests method of
accounting.

CONDITIONS TO CONSUMMATION OF THE MERGER

The obligations of the Company and Wes-Tenn under the Merger Agreement
are subject to satisfaction of the following conditions on or prior to the
Closing Date, unless waived: (i) receipt of approvals from all appropriate
state and federal governmental authorities, including the FDIC and the TDFI,
required in connection with the Merger not later than December 16, 1995 (which
date may be extended to March 16, 1996, upon request by the Company and
approval by Wes-Tenn), subject to no conditions which in the reasonable
judgment of the Company would restrict its or its subsidiaries' operations and
business activities following the Merger; (ii) any waiting period required
prior to the Merger shall have elapsed, and the Merger shall not be then
enjoined, restrained or prohibited by a court, tribunal or government agency;
(iii) the Merger Agreement shall have been adopted and approved by a majority
vote of the shareholders of Wes-Tenn; (iv) Wes-Tenn shall have obtained the
Fairness Opinion, dated as of the mailing date, that the transactions
contemplated by the Merger Agreement are fair from a financial point of view;
(v) the

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representations and warranties of each party in the Merger Agreement shall have
been true and correct when made and, in addition, shall be true and correct on
and as of the Closing Date, with the same force and effect as though made on
and as of the Closing Date; (vi) receipt by the Company and Wes-Tenn of an
opinion of KPMG Peat Marwick LLP that the Merger will qualify as a pooling of
interests for accounting purposes and as a tax-free reorganization for federal
income tax purposes; (vii) the amount of cash consideration payable by the
Company to shareholders of Wes-Tenn shall not exceed 9.9% of the total
consideration in the Merger or such lesser amount required for the Merger to
qualify as a pooling of interests; (viii) the Amendment to the Registration
Statement shall have been declared effective by the Commission, no order
suspending the sale of the shares of BancorpSouth Common Stock in any
jurisdiction shall have been issued and no proceedings for that purpose shall
have been instituted or shall be, to the Company's knowledge, contemplated;
(ix) the shares of BancorpSouth Common Stock to be issued in the Merger shall
have been qualified for listing on Nasdaq; and (x) each party shall have
performed in all material respects all obligations and agreements and complied
with all covenants contained in the Merger Agreement to be performed and
complied with by such party on or prior to the Closing Date.

The obligations of Wes-Tenn under the Merger Agreement are subject to
satisfaction of the following additional conditions on or prior to the Closing
Date, unless waived: (i) between June 16, 1995 (the date of the Merger
Agreement) and the Closing Date, there shall not have occurred any material
adverse change in the assets, business, operations, employees, revenue, income,
prospects, condition (financial or otherwise), liabilities, net worth or
results of operations of the Company, taken as a whole, provided that changes
in the market price of BancorpSouth Common Stock shall not be considered with
respect to this condition; and (ii) the Company shall have delivered to
Wes-Tenn an opinion or opinions of counsel, dated as of the Closing Date, in
form and substance satisfactory to Wes-Tenn and its counsel.

The obligations of the Company under the Merger Agreement are subject to
the satisfaction of the following additional conditions on or prior to the
Closing Date, unless waived: (i) between June 16, 1995 (the date of the Merger
Agreement) and the Closing Date, there shall not have occurred any material
adverse change in the assets, business, operations, employees, revenue, income,
prospects, condition (financial or otherwise), liabilities, net worth or
results of operations of Wes-Tenn; (ii) Wes-Tenn shall have delivered to the
Company an opinion or opinions of counsel, dated as of the Closing Date, in
form and substance reasonably satisfactory to the Company and its counsel;
(iii) the officers and directors of Wes-Tenn shall have submitted their
resignations from such positions, effective as of the Effective Time; (iv) not
more than 2,519,212 shares of Wes-Tenn Common Stock shall be outstanding
immediately prior to the Effective Time, and no other securities exchangeable
for any equity security of Wes-Tenn or TCB shall be outstanding; and (v)
Wes-Tenn shall have delivered a letter from Wes-Tenn's independent certified
public accountants with respect to the financial information of Wes-Tenn.

EMPLOYMENT OF WES-TENN EMPLOYEES

The Company has undertaken to provide employees of TCB who are hired as
employees of Volunteer following the Merger with the same employee benefits as
other new hires of Volunteer, to give effect to all prior years of service with
TCB for purposes of determining employee benefit eligibility waiting periods
(but not benefit vesting or accrual), and to waive any uninsured waiting period
otherwise applicable to health insurance provided to such employees. Such TCB
employees will be given credit for vesting purposes under the Company's 401(k)
plan for past years of service with TCB if such credit can be given under
applicable law without amending or violating the terms of the Company's 401(k)
plan. The Company has no obligation to hire any employees of Wes-Tenn or TCB
in any capacity.

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The Company has also agreed to provide the executive officers and
directors of Wes-Tenn, for a period of three years following the Merger, with
indemnification against liabilities asserted against such persons for actions
or omissions in their official capacities prior to the Merger on the same terms
provided by Wes-Tenn.

FILING FOR REGULATORY APPROVAL

The Company and Wes-Tenn have each agreed to cooperate in the preparation
and submission of applications or other documents to be filed in connection
with regulatory approval of the Merger and to furnish information reasonably
necessary with respect to applying for such approval.

AMENDMENT OF THE MERGER AGREEMENT

The Merger Agreement may be amended or discharged by a written agreement
between the parties. However, after approval of the Merger Agreement by
Wes-Tenn's shareholders, the parties may not amend the Merger Agreement if such
amendment would affect the rights of the Wes-Tenn shareholders.

TERMINATION OF THE MERGER AGREEMENT

The Company or Wes-Tenn may, on or at any time prior to the Closing Date,
terminate the Merger Agreement: (i) by mutual written consent authorized by
the Boards of Directors of the Company and Wes-Tenn, (ii) by either party, upon
delivery of written notice to the other party, if any event occurs that renders
impossible the satisfaction in any material respect of one or more of the
conditions set forth in the Merger Agreement to the obligations of the
notifying party, and noncompliance is not waived by the notifying party; (iii)
as stipulated in the Merger Agreement with respect to the rights of the parties
to terminate upon refusal to recompute the Exchange Ratio; or (iv) by either
party, if the Effective Time does not occur on or before March 31, 1996
(subject to extension in the event that the parties agree to extend the period
for obtaining governmental approvals of the Merger), or any court of competent
jurisdiction in the United States or other federal or state governmental body
shall have issued an order, decree, or ruling or taken any other action
restraining, enjoining, or otherwise prohibiting the Merger or other
transactions contemplated and such order, decree, ruling or other action shall
become final and non-appealable.

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<PAGE> 44

DESCRIPTION OF WES-TENN COMMON STOCK

VOTING SECURITIES

Shareholders of record of Wes-Tenn Common Stock as of the close of
business on October 1, 1995 are entitled to one vote for each share of
Wes-Tenn Common Stock then held at the Special Meeting. At October 1, 1995,
Wes-Tenn had 2,519,212 shares of Wes-Tenn Common Stock issued and outstanding,
which is the only outstanding class of Wes-Tenn's capital stock.

The presence in person or by proxy of at least a majority of the
outstanding shares of Wes-Tenn Common Stock entitled to vote is necessary to
constitute a quorum at the Special Meeting. In the event that there are not
sufficient votes present for a quorum, or to ratify any proposal at the time of
the Special Meeting, the Special Meeting may be adjourned in order to permit
the further solicitation of proxies. For a description of the rights and
privileges of holders of Wes-Tenn Common Stock and a comparison of those rights
with those of the BancorpSouth Common Stock, see "Comparison of Rights of
Shareholders."

BENEFICIAL OWNERSHIP

Persons and groups owning in excess of 5% of the Wes-Tenn Common Stock
are required to file certain reports with the Commission regarding such
ownership pursuant to the Exchange Act. At October 1, 1995 there were no
owners of record of 5% or more of Wes-Tenn Common Stock. The following table
sets forth certain information regarding the beneficial ownership at October 1,
1995 of shares of Wes-Tenn Common Stock by the directors and executive officers
of Wes-Tenn.

<TABLE>
<CAPTION>
Percentage of Outstanding
Shares of Wes-Tenn
Shares of Wes-Tenn Common Common Stock
Name of Beneficial Owner Stock Beneficially Owned(1) Beneficially Owned(1)(2)
------------------------ --------------------------- ------------------------
<S> <C> <C>
Billy G. Barnes . . . . . . . . . . . . . 18,584(3) *

Duke H. Brasfield . . . . . . . . . . . . 75,908(4) 3.01%

Billy W. Burrough . . . . . . . . . . . . 24,000(5) *

Charles M. Ennis . . . . . . . . . . . . 71,208(6) 2.83

Arvis H. Fletcher . . . . . . . . . . . . 16,480 *

Fletcher H. Goode . . . . . . . . . . . . 31,448 1.25

J. P. Mohon . . . . . . . . . . . . . . . 16,000 *

Earl M. Quinley . . . . . . . . . . . . . 22,368 *

Hugh T. Simonton, Jr. . . . . . . . . . . 11,000 *

Billy L. Smith . . . . . . . . . . . . . 13,784 *

Stephen N. Smith . . . . . . . . . . . . 39,676(7) 1.57

Don M. Stephens . . . . . . . . . . . . . 6,040 *

Henry S. Vaughan . . . . . . . . . . . . 26,000 1.03

E.K. Williams . . . . . . . . . . . . . . 11,176(8) *

Officers and Directors as a Group (15 Persons) 383,672 15.23
</TABLE>

___________________________
* Less than 1%
(1) Includes shares of Wes-Tenn Common Stock as to which such person,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares voting power and/or investment
power. Of the shares of Wes-Tenn Common Stock shown, none represent
shares of Wes-Tenn Common Stock which may be acquired within 60 days
through an exercise of an option, warrant or right, conversion of a
convertible security or revocation of a revocable trust. Unless
otherwise indicated, a shareholder possesses sole voting and investment
power with respect to all of the shares of Wes-Tenn Common Stock shown
opposite his name.
(2) Based upon 2,519,212 shares of Wes-Tenn Common Stock outstanding.
(3) Includes 3,264 shares of Wes-Tenn Common Stock owned by Mr. Barnes' wife,
Peggy Barnes, for which Mr. Barnes shares voting and investment power.
(4) Includes 26,996 shares of Wes-Tenn Common Stock owned by Mr. Brasfield's
wife, Martha B. Brasfield, and 2,928 shares in custodial accounts for Mr.
Brasfield's children. Mr. Brasfield shares voting and investment power
for the above mentioned shares.
(5) Includes 12,000 shares of Wes-Tenn Common Stock owned by Mr. Burrough's
wife, Mary Jane Burrough, for which Mr. Burrough shares voting and
investment power.
(6) Includes 3,584 shares of Wes-Tenn Common Stock owned by Mr. Ennis' wife,
Patricia S. Ennis, for which Mr. Ennis shares voting and investment
power.
(7) Includes 1,692 shares of Wes-Tenn Common Stock owned by Mr. Smith's wife,
Kaye P. Smith, for which Mr. Smith shares voting and investment power.
(8) Includes 1,160 shares of Wes-Tenn Common Stock owned by Mr. Williams'
wife, Nell Shoaf Williams, for which Mr. Williams shares voting and
investment power.

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<PAGE> 45

WES-TENN MANAGEMENT

The following sets forth certain information regarding the members of
the Wes-Tenn Board of Directors:

<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL BECAME A TERM
NAME AGE OCCUPATION DIRECTOR EXPIRES
---- --- ---------- ---------- -------
<S> <C> <C> <C> <C>
Billy G. Barnes . . . . . . . . . 67 Retired Merchant 1992 1997
Duke H. Brasfield . . . . . . . . 48 Attorney 1985 1999
Billy W. Burrough . . . . . . . . 65 Postmaster, 1992 1998
Retired Merchant
Charles M. Ennis . . . . . . . . 45 President and 1992 1999
Chief Executive
Officer of Wes-
Tenn and TCB
Arvis H. Fletcher . . . . . . . . 65 Retired Farmer 1967 1998
Fletcher H. Goode . . . . . . . . 65 Physician 1992 1997
J.P. Mohon . . . . . . . . . . . 73 Retired Farmer 1979 1997
Earl M. Quinley . . . . . . . . . 70 Retired Banker 1992 1998
Hugh T. Simonton, Jr. . . . . . . 51 Paint Contractor 1989 1999
Billy L. Smith . . . . . . . . . 69 Retired Merchant 1985 1998
Stephen N. Smith . . . . . . . . 52 Insurance Agent 1987 1999
Henry S. Vaughan . . . . . . . . 73 Retired County 1954 1998
Executive
E.K. Williams . . . . . . . . . . 77 Retired Pharmacist 1968 1997
</TABLE>

__________________________

Mr. Barnes formerly served as the President of San-Bar, Inc.,
a retail company located in Somerville, Tennessee.

Mr. Brasfield is an attorney practicing with Brasfield and
Brasfield, Covington, Tennessee.

Mr. Burrough is a retired merchant and serves as postmaster in
Drummonds, Tennessee.

Mr. Ennis served in various management capacities of
Wes-Tenn and TCB from 1972 to May 1989. In May 1989, he became President of
Tri-County. Mr. Ennis served in that capacity until April 1993, at which time
Tri-County merged with TCB and Mr. Ennis was named President of TCB. He became
Chief Executive Officer of TCB in October 1993 and was named President and
Chief Executive Officer of Wes-Tenn in January 1994.

Mr. Fletcher is a retired farmer in Burlison, Tennessee.

Dr. Goode is a practicing ophthalmologist in Millington and
Covington, Tennessee.

Mr. Mohon, who was President of Coleman Motor Co., Inc., a farm
implement dealership in Covington, Tennessee, from 1962 to 1983, is currently
retired.

S-43

<PAGE> 46

Mr. Quinley formerly served as President of Tri-County. He is
currently retired.

Mr. Simonton is a partner in Hugh Simonton & Sons, a
family-owned painting contractor business in Covington, Tennessee.

Mr. Billy L. Smith, formerly President of Smith Oil Company, Inc., in
Covington, Tennessee, is currently retired.

Mr. Stephen N. Smith is an insurance agent for Jamieson & Fisher
Insurance Agency, in Covington, Tennessee.

Mr. Vaughan, formerly county executive of Tipton County,
Tennessee, is currently retired.

Mr. Williams, a pharmacist and former owner of Covington Drug
Store in Covington, Tennessee, is currently retired.

S-44
<PAGE> 47

COMPARISON OF RIGHTS OF SHAREHOLDERS

The following is a comparison of the rights a shareholder of Wes-Tenn now
possesses under applicable governing authority and would possess as a
shareholder of the Company with respect to the various factors set forth
below:

VOTING RIGHTS; CUMULATIVE VOTING

Wes-Tenn - The Bylaws of Wes-Tenn, as amended (the "Wes-Tenn Bylaws"),
provide that each share of issued and outstanding Wes-Tenn Common Stock
entitles the holder to one vote on each matter with respect to which
shareholders are entitled to vote. Neither the Wes-Tenn Bylaws nor the Charter
of Wes-Tenn, as amended (the "Wes-Tenn Charter"), provide for cumulative voting
by shareholders.

Company - The Restated Articles of Incorporation of the Company, as amended
(the "BancorpSouth Charter") provides that each share of issued and outstanding
BancorpSouth Common Stock entitles the holder to one vote on each matter with
respect to which shareholders are entitled to vote. The BancorpSouth Charter
and Bylaws do not provide for cumulative voting by shareholders.

CHANGE OF CONTROL

Wes-Tenn - The Wes-Tenn Charter and Bylaws contain several provisions which
make a change of control of Wes-Tenn more difficult to accomplish without the
approval of the Board of Directors of Wes-Tenn. The Board of Directors of Wes-
Tenn is divided into three classes so that only one-third of the directors will
be subject to re-election at each annual meeting of the shareholders of
Wes-Tenn. The Wes-Tenn Charter also provides that the affirmative vote of the
holders of not less than 75% of the outstanding voting stock of Wes-Tenn is
required in the event that the Board of Directors of Wes-Tenn does not
recommend to the shareholders of Wes-Tenn a vote in favor of a merger or
consolidation of Wes-Tenn with, or a sale, exchange or lease of all or
substantially all of the assets of Wes-Tenn to, any person or entity. The
Wes-Tenn Charter and Bylaws do not provide for any preemptive rights of
Wes-Tenn shareholders.

Certain Tennessee statutes provide additional restrictions on changes in
control of Tennessee corporations, such as Wes-Tenn. The Tennessee Business
Combination Act ("TBCA") provides that a shareholder owning 10% or more of the
outstanding voting stock of a Tennessee corporation cannot engage in a business
combination with the corporation unless the combination (i) takes places at
least five years after the shareholder first acquired 10% or more of the
corporation's voting stock, and (ii) either (A) the business combination is
approved by at least two-thirds of the non- interested voting shares of the
corporation or (B) satisfies certain fairness conditions specified in the TBCA.
However, such requirements do not apply if the combination is approved by the
corporation's board of directors before the shareholder attains such ownership
percentage, or the corporation may enact a charter amendment or bylaw to remove
itself entirely from the TBCA. Wes-Tenn has not adopted a charter or bylaw
amendment removing Wes-Tenn from coverage under the TBCA.

The Tennessee Control Share Acquisition Act contains provisions similar to
those of Mississippi's control share acquisition act described below. The
Tennessee Investor Protection Act ("TIPA") applies to tender offers directed at
corporations that have substantial assets in Tennessee and are either
incorporated in or have a principal office in Tennessee. The TIPA requires an
offeror making a tender offer for an offeree company to file a registration
statement with the Tennessee Commissioner of Commerce and Insurance, who may
require additional information related to the takeover offer and may call for
hearings. The TIPA does not apply to an offer that the offeree company's board
of directors recommended to its shareholders. The Tennessee Greenmail Act
("TGA") applies to any Tennessee

S-45
<PAGE> 48

corporation that has a class of voting stock registered or traded on a national
securities exchange or registered under Section 12(g) of the Exchange Act, such
as Wes-Tenn. The TGA provides that it is unlawful for any corporation or
subsidiary to purchase any of its shares at a price above the market value, as
defined in the TGA, from any person who holds more than 3% of the class of the
securities purchased if such person has held such shares for less than two
years, unless either the purchase is first approved by the affirmative vote of
a majority of the outstanding shares of each class of voting stock or the
corporation makes an offer of at least equal value per share to all holders of
shares of such class.

Company - The BancorpSouth Charter contains several provisions which make a
change of control of the Company more difficult to accomplish without the
approval of the Board of Directors of the Company. The Board of Directors of
the Company is divided into three classes so that only one-third of the
directors will be subject to reelection at each annual meeting of the
shareholders of the Company. The BancorpSouth Charter also provides that the
affirmative vote of the holders of not less than 80% of the outstanding shares
of voting stock of the Company is required in the event that the Board of
Directors of the Company does not recommend to the shareholders of the Company
a vote in favor of a merger or consolidation of the Company with, or a sale or
lease of all or substantially all of the assets of the Company to, any person
or entity. In addition, the affirmative vote of the holders of not less than
80% of the outstanding shares of voting stock of the Company, as well as at
least 67% of the outstanding shares of voting stock of the Company not held by
a person owning or controlling 20% or more of the Company's voting stock
("Controlling Person"), shall be required for the approval of a merger,
consolidation, or sale or lease of all or substantially all of the Company's
assets with or to a Controlling Person, except in certain instances. The
Company has implemented a shareholders' rights plan under which a common stock
purchase right attaches to and trades with each share of BancorpSouth Common
Stock. Upon the occurrence of certain events, including the acquisition of or
tender for 20% or more of the outstanding shares of BancorpSouth Common Stock
by any person, then the holders of each such purchase right (except those held
by the acquiring person) will be entitled to purchase a share of BancorpSouth
Common Stock at 50% of the then current market price.

Certain Mississippi statutes provide additional restrictions on changes in
control of Mississippi corporations, such as the Company. The Mississippi
Shareholder Protection Act ("MSPA") regulates business combinations such as
mergers, consolidations and asset purchases where before or after the
transaction the acquiror became the beneficial owner of 20% or more of the
voting power of the outstanding stock of the corporation. The MSPA requires a
business combination with an interested shareholder to be approved by (i) 80%
of the votes entitled to be cast by outstanding shares of voting stock, voting
as a single class and (ii) two-thirds of the votes entitled to be cast which
are held by the disinterested shareholders of the corporation, voting as a
single class. However, a business combination is not subject to these voting
requirements if the business combination meets certain fairness standards set
forth in the MSPA or is approved by 80% of certain directors of the
corporation.

The Mississippi Control Share Acquisition Act removes voting rights from a
purchaser's shares of voting stock of certain Mississippi corporations in the
event that an acquisition of shares of such a corporation's voting stock brings
the purchaser's voting power to 20%, one-third or a majority of all voting
power. The purchaser's voting rights can be established only by a majority
vote if the purchaser announces a good faith intention to make the control
share acquisition; however, the control shares will regain the voting rights
three years after the date of a shareholder's vote which failed to approve the
voting rights of such control shares. The Mississippi Business Tender Offer
Law ("MBTOL") applies to tender offers directed at corporations that have
substantial assets in Mississippi and at least 20% of their outstanding equity
securities are owned by residents of Mississippi, and requires an offeror
making a tender offer for

S-46
<PAGE> 49

a subject company to file a registration statement with the Mississippi
Secretary of State, who may require additional information concerning the
takeover and may call for hearings. Certain transactions are exempted from the
MBTOL, including an offer in which the consideration is in whole or part
securities registered under the Securities Act.

BOARD OF DIRECTORS

Wes-Tenn - The Wes-Tenn Bylaws provide that the Board of Directors of
Wes-Tenn is to have the entire management of the business of Wes-Tenn.
Wes-Tenn's Board of Directors is to consist of nine to 19 members, as
determined from time to time by resolution adopted by three-fourths of
Wes-Tenn's Board of Directors. At October 1, 1995, the Wes-Tenn Board of
Directors consisted of 13 members. The members of Wes-Tenn's Board of Directors
are divided into three classes, with the classes elected for staggered
three-year terms.

Company - The Company's Bylaws provide that the business and affairs of the
Company are to be managed by the Company's Board of Directors. The Company's
Board of Directors is to consist of nine to 24 members, as determined from time
to time by the Company's Board of Directors, and at October 1, 1995,
consisted of 12 members. The members of the Company's Board of Directors are
divided into three classes, with the classes elected for staggered three-year
terms.

REMOVAL OF DIRECTORS

Wes-Tenn - The Wes-Tenn Bylaws provide that a director may be removed
without cause by a majority vote of the shareholders. A director may be
removed for cause by a majority of the entire Board of Directors of Wes-Tenn.

Company - The BancorpSouth Charter provides that a director of the Company
may be removed for cause by the affirmative vote of a majority of the entire
Board of Directors of the Company, and may be removed by the shareholders of
the Company only for cause.

INDEMNIFICATION OF MANAGEMENT

Wes-Tenn - The Wes-Tenn Charter provides that the personal liability of
directors to Wes-Tenn or its shareholders for monetary damages for breach of
fiduciary duty is eliminated to the maximum extent authorized by Sections
48-18-1501 et seq. of the Tennessee Business Corporation Act, except that
liability is not eliminated for breach of a director's duty of loyalty to
Wes-Tenn or its shareholders, for acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of laws, or for any
unlawful distribution under Section 48-18-304 of the Tennessee Business
Corporation Act. The Wes-Tenn Bylaws provide that Wes-Tenn may indemnify
actual expenses of any action or proceeding to any person made a party to such
proceeding by reason of being or having been an officer, director or employee
of Wes-Tenn or serving in such capacity at the request of Wes-Tenn.
Indemnification is not available when the indemnitee is finally adjudged to be
guilty or liable for gross negligence, willful misconduct or criminal acts in
furtherance of his or her duties to Wes-Tenn. Indemnification is only
available in relation to any compromise settlement with the approval of either
a court of competent jurisdiction or the holders of record of a majority of the
outstanding shares of Wes-Tenn or the Board of Directors acting by vote of
directors not parties to the same or substantially the same action constituting
a majority of the whole number of directors. The Wes-Tenn Bylaws authorize
Wes-Tenn, upon an affirmative vote of the majority of its Board of Directors,
to purchase insurance for the purpose of indemnifying its officers and
directors.

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<PAGE> 50

Company - The BancorpSouth Charter provides that directors of the Company
shall not be personally liable to the Company or its shareholders for monetary
damages for any action or failure to act as a director, except for liability
for the amount of a financial benefit received by a director to which he is not
entitled, an intentional infraction of harm on the Company or its shareholders,
a violation of Section 79-4-8.33 of the Mississippi Business Corporation Act,
or an intentional violation of criminal law. The BancorpSouth Charter also
provides that, if the law of Mississippi is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of directors of the Company is to be eliminated or limited
to the fullest extent permitted by such amended provisions. In addition, the
BancorpSouth Charter provides that the Company shall indemnify, and upon
request shall advance expenses to any officer or director who was, or is a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding because such person is or was a director
or officer of the Company. The BancorpSouth Charter provides that the Company
may purchase and maintain insurance on behalf of such person.

PERMITTED ACTIVITIES

Wes-Tenn - The Wes-Tenn Charter provides that Wes-Tenn may exercise all
powers of a bank holding company, engage in any and all banking and non-banking
activities allowed for such a bank holding company, and do everything advisable
or convenient for the accomplishment of these purposes, and do any other act
connected with these purposes not forbidden by law.

Company - The BancorpSouth Charter provides that the Company may engage in
any business activity or exercise any power permitted by law.

RIGHTS OF SHAREHOLDERS TO CALL SPECIAL MEETINGS

Wes-Tenn - The Wes-Tenn Bylaws provide that special meetings of the
shareholders may be called by the President of Wes-Tenn or by a majority of the
Board of Directors or whenever one or more shareholders who are entitled to
vote and hold at least 10% of the Wes-Tenn Common Stock issued and outstanding
make written application to the Secretary of Wes- Tenn stating the time, place
and purpose of the special meeting.

Company - The BancorpSouth Charter provides that special meetings of the
shareholders of the Company may be called by the Chief Executive Officer or
Secretary of the Company, or by the holders of not less than a majority of the
shares entitled to vote at such meeting.

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<PAGE> 51

LEGAL MATTERS

The validity of the shares of BancorpSouth Common Stock to be issued to the
shareholders of Wes-Tenn in the Merger will be passed upon by Waller Lansden
Dortch & Davis, Nashville, Tennessee, special counsel to the Company. Certain
matters concerning the Merger will be passed upon on behalf of the Company by
Riley, Ford, Caldwell & Cork, P.A., Tupelo, Mississippi. Frank A. Riley, a
shareholder of such firm, is a director of the Company. Certain legal matters
concerning the Merger will be passed upon on behalf of Wes-Tenn by Baker,
Donelson, Bearman & Caldwell, Memphis, Tennessee.

EXPERTS

The Consolidated Financial Statements of the Company, as of December 31,
1994 and 1993, and for each of the years in the three-year period ended
December 31, 1994, have been incorporated by reference in this Supplement/Proxy
Statement and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as experts in accounting
and auditing.

The report of KPMG Peat Marwick LLP refers to the Company, adopting the
provisions of Financial Accounting Standards Board's Statement of Financial
Account Standard No. 109, "Accounting for Income Taxes" in 1993 and Statement
of Financial Accounting Standard No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" in 1994.

The Consolidated Financial Statements of Wes-Tenn as of December 31, 1994
and 1993 and for each of the years in the three-year period ended December 31,
1994, included in this Supplement/Proxy Statement and in the Registration
Statement, are included in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, upon the authority of such firm as
experts in accounting and auditing.

The report of KPMG Peat Marwick LLP refers to Wes-Tenn adopting the
provisions of Financial Accounting Board's Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" in 1993.

S-49
<PAGE> 52

ANNEX A

TENNESSEE BUSINESS CORPORATION ACT -- DISSENTERS' RIGHTS

PART 1-RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

48-23-101. DEFINITIONS. -- (1) "Beneficial shareholder" means the
person who is a beneficial owner of shares held by a nominee as the record
shareholder;
(2) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by
merger or share exchange of that issuer;
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 48-23- 102 and who exercises that right
when and in the manner required by Section Section 48-23-201--48-23-209;
(4) "Fair value", with respect to a dissenter's shares, means the value
of the shares immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation
in anticipation of the corporate action;
(5) "Interest" means interest from the effective date of the corporate
action that gave rise to the shareholder's right to dissent until the date
of payment, at the average auction rate paid on United States treasury
bills with a maturity of six (6) months (or the closest maturity thereto)
as of the auction date for such treasury bills closest to such effective
date;
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on file
with a corporation; and
(7) "Shareholder" means the record shareholder or the beneficial
shareholder. [Acts 1986, ch. 887, Section 13.01.]

48-23-102. RIGHT TO DISSENT. -- (a) A shareholder is entitled to
dissent from, and obtain payment of the fair value of his shares in the
event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a
party:
(A) If shareholder approval is required for the merger by Section
48-21-103 or the charter and the shareholder is entitled to vote on the
merger; or
(B) If the corporation is a subsidiary that is merged with its
parent under Section 48-21-104;
(2) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired, if the
shareholder is entitled to vote on the plan;
(3) Consummation of a sale or exchange of all, or substantially all,
of the property of the corporation other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale or
exchange, including a sale in dissolution, but not including a sale
pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed
to the shareholders within one (1) year after the date of sale;
(4) An amendment of the charter that materially and adversely affects
rights in respect of a dissenter's shares because it:
(A) Alters or abolishes a preferential right of the shares;
(B) Creates, alters, or abolishes a right in respect of
redemption, including a provision respecting a sinking fund for the
redemption or repurchase, of the shares;
(C) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities;

A-1
<PAGE> 53

(D) Excludes or limits the right of the shares to vote on any
matter, or to cumulate votes, other than a limitation by dilution through
issuance of shares or other securities with similar voting rights; or
(E) Reduces the number of shares owned by the shareholder to a
fraction of a share, if the fractional share is to be acquired for cash
under Section 48-16-104; or
(5) Any corporate action taken pursuant to a shareholder vote to the
extent the charter, bylaws, or a resolution of the Board of Directors
provides that voting or nonvoting shareholders are entitled to dissent and
obtain payment for their shares.
(b) A shareholder entitled to dissent and obtain payment for his shares
under this chapter may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.
(c) Notwithstanding the provisions of subsection (a), no shareholder
may dissent as to any shares of a security which, as of the date of the
effectuation of the transaction which would otherwise give rise to
dissenters' rights, is listed on an exchange registered under Section 6 of
the Securities Exchange Act of 1934, as amended, or is a "national market
system security," as defined in rules promulgated pursuant to the
Securities Exchange Act of 1934, as amended. [Acts 1986, ch. 887, Section
13.02.]

48-23-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS. -- (a) A
record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if he dissents with respect to all
shares beneficially owned by any one (1) person and notifies the
corporation in writing of the name and address of each person on whose
behalf he asserts dissenters' rights. The rights of apartial dissenter
under this subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of different
shareholders.
(b) A beneficial shareholder may assert dissenters' rights as to shares
of any one (1) or more classes held on his behalf only if:
(1) He submits to the corporation the record shareholder's written
consent to the dissent not later than the time the beneficial shareholder
asserts dissenters' rights; and
(2) He does so with respect to all shares of the same class of which he
is the beneficial shareholder or over which he has power to direct the
vote. [Acts 1986, ch. 887, Section 13.03.]

PART 2-PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

48-23-201. NOTICE OF DISSENTERS' RIGHTS. -- (a) If proposed
corporate action creating dissenters' rights under Section 48-23-102 is
submitted to a vote at a shareholders' meeting, the meeting notice must
state that shareholders are or may be entitled to assert dissenters' rights
under this chapter and be accompanied by a copy of this chapter.
(b) If corporate action creating dissenters' rights under Section
48-23-102 is taken without a vote of shareholders, the corporation shall
notify in writing all shareholders entitled to assert dissenters' rights
that the action was taken and send them the dissenters' notice described in
Section 48-23-203.
(c) A corporation's failure to give notice pursuant to this section
will not invalidate the corporate action. [Acts 1986, ch. 887, Section
13.20.]

48-23-202. NOTICE OF INTENT TO DEMAND PAYMENT. -- (a) If proposed
corporate action creating dissenters' rights under Section 48-23-102 is
submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights:
(1) Must deliver to the corporation, before the vote is taken, written
notice of his intent to demand payment for his shares if the proposed
action is effectuated; and

A-2
<PAGE> 54

(2) Must not vote his shares in favor of the proposed action. No such
written notice of intent to demand payment is required of any shareholder
to whom the corporation failed to provide the notice required by Section
48-23-201.
(b) A shareholder who does not satisfy the requirements of subsection
(a) is not entitled to payment for his shares under this chapter. [Acts
1986, ch. 887, Section 13.21.]

48-23-203. DISSENTERS' NOTICE. -- (a) If proposed corporate action
creating dissenters' rights under Section 48-23-102 is authorized at a
shareholders' meeting, the corporation shall deliver a written dissenters'
notice to all shareholders who satisfied the requirements of Section
48-23-202.
(b) The dissenters' notice must be sent no later than ten (10) days
after the corporate action was authorized by the shareholders or
effectuated, whichever is the first to occur, and must:
(1) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;
(2) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;
(3) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the principal terms
of the proposed corporate action and requires that the person asserting
dissenters' rights certify whether or not he acquired beneficial ownership
of the shares before that date;
(4) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than one (1) nor more than two (2)
months after the date the subsection (a) notice is delivered; and
(5) Be accompanied by a copy of this chapter if the corporation has not
previously sent a copy of this chapter to the shareholder pursuant to
Section 48-23-201. [Acts 1986, ch. 887, Section 13.22.]

48-23-204. DUTY TO DEMAND PAYMENT. -- (a) A shareholder sent a
dissenters' notice described in Section 48-23-203 must demand payment,
certify whether he acquired beneficial ownership of the shares before the
date required to be set forth in the dissenters' notice pursuant to Section
48-23-203(b)(3), and deposit his certificates in accordance with the terms
of the notice.
(b) The shareholder who demands payment and deposits his share
certificates under subsection (a) retains all other rights of a shareholder
until these rights are cancelled or modified by the effectuation of the
proposed corporate action.
(c) A shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for his shares under this chapter.
(d) A demand for payment filed by a shareholder may not be withdrawn
unless the corporation with which it was filed, or the surviving
corporation, consents thereto. [Acts 1986, ch. 887, Section 13.23.]

48-23-205. SHARE RESTRICTIONS. -- (a) The corporation may restrict
the transfer of uncertificated shares from the date the demand for their
payment is received until the proposed corporate action is effectuated or
the restrictions released under Section 48-23-207.
(b) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until these
rights are cancelled or modified by the effectuation of the proposed
corporate action. [Acts 1986, ch. 887, Section 13.24.]

48-23-206. PAYMENT. -- (a) Except as provided in Section 48-23-208,
as soon as the proposed corporate action is effectuated, or upon receipt of
a payment demand, whichever is later, the corporation shall pay each
dissenter who complied with Section 48-23-204 the amount the corporation
estimates to be the fair value of his shares, plus accrued interest.

A-3
<PAGE> 55

(b) The payment must be accompanied by:
(1) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen (16) months before the date of payment, an
income statement for that year, a statement of changes in shareholders'
equity for that year, and the latest available interim financial
statements, if any;
(2) A statement of the corporation's estimate of the fair value of the
shares;
(3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under
Section 48-23-209; and
(5) A copy of this chapter if the corporation has not previously sent a
copy of this chapter to the shareholder pursuant to Section 48-23-201 or
Section 48-23-203. [Acts 1986, ch. 887, Section 13.25.]

48-23-207. FAILURE TO TAKE ACTION. -- (a) If the corporation does
not effectuate the proposed action that gave rise to the dissenters' rights
within two (2) months after the date set for demanding payment and
depositing share certify, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on
uncertificated shares.
(b) If after returning deposited certificates and releasing transfer
restrictions, the corporation effectuates the proposed action, it must send
a new dissenters' notice under Section 48-23-203 and repeat the payment
demand procedure. [Acts 1986, ch. 887, Section 13.26.]

48-23-208. AFTER-ACQUIRED SHARES. -- (a) A corporation may elect to
withhold payment required by Section 48-23-206 from a dissenter unless he
was the beneficial owner of the shares before the date set forth in the
dissenters' notice as the date of the first announcement to news media or
to shareholders of the principal terms of the proposed corporate action.
(b) To the extent the corporation elects to withhold payment under
subsection (a), after effectuating the proposed corporate action, it shall
estimate the fair valueof the shares, plus accrued interest, and shall pay
this amount to each dissenter who agrees to accept it in full satisfaction
of his demand. The corporation shall send with its offer a statement of its
estimate of the fair value of the shares, an explanation of how the
interest was calculated, and a statement of the dissenter's right to demand
payment under Section 48-23-209. [Acts 1986, ch. 887, Section 13.27.]

48-23-209. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER. -- (a) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due, and
demand payment of his estimate (less any payment under Section 48-23-206),
or reject the corporation's offer under Section 48-23-208 and demand
payment of the fair value of his shares and interest due, if:
(1) The dissenter believes that the amount paid under Section
48-23-206 or offered under Section 48-23-208 is less than the fair value
of his shares or that the interest due is incorrectly calculated;
(2) The corporation fails to make payment under Section 48-23-206
within two (2) months after the date set for demanding payment; or
(3) The corporation, having failed to effectuate the proposed action,
does not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within two (2) months after
the date set for demanding payment.
(b) A dissenter waives his right to demand payment under this section
unless he notifies the corporation of his demand in writing under
subsection (a) within one (1) month after the corporation made or offered
payment for his shares. [Acts 1986, ch. 887, Section 13.28.]

PART 3-JUDICIAL APPRAISAL OF SHARES

48-23-301. COURT ACTION. -- (a) If a demand for payment under
Section 48-23-209 remains unsettled, the corporation shall commence a
proceeding within two (2) months after receiving the

A-4
<PAGE> 56

payment demand and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the
proceeding within the two-month period, it shall pay each dissenter whose
demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in a court of record
having equity jurisdiction in the county where the corporation's principal
office (or, if none in this state, its registered office) is located. If
the corporation is a foreign corporation without a registered office in
this state, it shall commence the proceeding in the county in this state
where the registered office of thedomestic corporation merged with or whose
shares were acquired by the foreign corporation was located.
(c) The corporation shall make all dissenters (whether or not residents
of this state) whose demands remain unsettled, parties to the proceeding as
in an action against their shares and all parties must be served with a
copy of the petition. Nonresidents may be served by registered or certified
mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced
under subsection (b) is plenary and exclusive. The court may appoint one
(1) or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers
described in the order appointing them, or in any amendment to it. The
dissenters are entitled to the same discovery rights as parties in other
civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to
judgment:
(1) For the amount, if any, by which the court finds the fair value of
his shares, plus accrued interest, exceeds the amount paid by the
corporation; or
(2) For the fair value, plus accrued interest, of his after-acquired
shares for which the corporation elected to withhold payment under Section
48-23-208. [Acts 1986, ch. 887, Section 13.30.]

48-23-302. COURT COSTS AND COUNSEL FEES. -- (a) The court in an
appraisal proceeding commenced under Section 48-23-301 shall determine all
costs of the proceeding, including the reasonable compensation and expenses
of appraisers appointed by the court. The court shall assess the costs
against the corporation, except that the court may assess costs against all
or some of the dissenters, in amounts the court finds equitable, to the
extent the court finds the dissenters acted arbitrarily, vexatiously, or
not in good faith in demanding payment under Section 48-23-209.
(b) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the
requirements of Section Section 48-23-201 -- 48-23-209; or
(2) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith
with respect to the rights provided by this chapter.
(c) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and
that the fees for those services should not be assessed against the
corporation, the court may award to these counsel reasonable fees to be
paid out of the amounts awarded to the dissenters who were benefited. [Acts
1986, ch. 887, Section 13.31.]

A-5
<PAGE> 57
Annex B

MERCER CAPITAL

5860 Ridgeway Center Parkway, Suite 410
Memphis, Tennessee 38120-4048
Phone: (901) 685-2120
Telecopier: (901) 685-2199

October 12, 1995

The Board of Directors
c/o Mr. Charles Ennis, President
Wes-Tenn Bancorp, Inc.
200 West Washington Avenue
Covington, Tennessee 38019

Re: Preliminary Fairness Opinion Regarding the Proposed Acquisition of
Wes-Tenn Bancorp, Inc. by BancorpSouth, Inc.

Dear Directors:

Mercer Capital Management, Inc. ("Mercer Capital") has been retained by the
Board of Directors of Wes-Tenn Bancorp, Inc. ("WSTN") to issue a fairness
opinion for the proposed merger between WSTN and BancorpSouth ("BOMS"). The
fairness opinion is issued from a financial point of view on behalf of WSTN
shareholders. A detailed discussion of the factors considered in rendering the
opinion are addressed in the accompanying Fairness Memorandum.

AMERICA'S BUSINESS VALUATION RESOURCE

B-1
<PAGE> 58
The Board of Directors
c/o Mr. Charles Ennis
October 12, 1995
Page two

Under the terms of the merger agreement, dated June 16, 1995, WSTN shareholders
will receive 0.6296 shares of BOMS for each WSTN share as long as BOMS' share
price is not less than $32.8738 per share or greater than $44.4763 per
share.(1) The exchange ratio was based upon a negotiated price of $24.35 per
WSTN share divided by the BOMS market price of $38.675 per share.(2) The
negotiated price per WSTN share corresponds to 2.05 times adjusted book value
of $11.88 per share at May 31, 1995, reflecting certain adjustments to reported
book value as agreed by both parties. The exchange ratio may be adjusted as
follows:

1. In the event that the calculated market price is less than $32.8738 per
share, WSTN may, at its option and without penalty, terminate the
Agreement unless BOMS agrees to recalculate the exchange ratio using
the following formula for BOMS' stock price:

$38.675 - ($32.8738 - Recalculated Price) = BancorpSouth Price; or

2. In the event that the calculated market price is greater than $44.4763
per share, BOMS may, at its option and without penalty, terminate the
Agreement unless WSTN agrees to recalculate the exchange ratio using
the following formula for BOMS' stock price:

$38.675 + (Recalculated Price - $44.4763) = BancorpSouth Price;

The present exchange ratio implies that 1,586,096 BOMS shares will be issued
for WSTN's 2,519,212 outstanding common shares. No fractional share, however
will be issued. Instead, fractional shares will be converted into cash.

- -------------------
(1) The market price for purposes of the closing will be based upon the average
of the mid-point between each day's high "bid" and low "ask" price for the 20
trading days ending immediately prior to the closing date.

(2) BOMS' share price was derived by averaging the mid-point between each day's
high "bid" and low "ask" price for the 20 trading days ended on June 13, 1995.

B-2

<PAGE> 59
The Board of Directors
c/o Mr. Charles Ennis
October 12, 1995
Page three

Based upon BOMS' recent closing price of $40.00 per share, WSTN shareholders
will receive consideration equal to $25.18 per WSTN share, while the aggregate
consideration will total $63.4 million. The purchase price represents 204% of
WSTN's reported book value of $12.35 per share as of June 30, 1995 and 19.5x
WSTN's pro forma earnings of $1.29 per share for the twelve month period ended
June 30, 1995.(3)

As part of the engagement, representatives of Mercer Capital visited with WSTN
management in Covington and BOMS management in Tupelo, Mississippi. Factors
considered in rendering the opinion include:

1. Terms of the Agreement and Plan of Merger ("the Agreement");

2. An analysis of the BOMS acquisition pricing in relation to
indications of fair market value of WSTN derived
through considering comparable (guideline) transactions,
discounted cash flow and earnings dilution analyses;

3. An analysis of the estimated pro-forma changes in book value
per share, earnings per share, dividends per share and
overall ownership from the perspective of the WSTN
shareholders;

4. A review of BOMS' historical financial performance, historical
stock pricing, the liquidity of its shares and current
pricing in relation to other publicly traded bank holding
companies based in the Mid-South;

5. Tax consequences of the merger for WSTN shareholders; and,

- ---------------------

(3) The Company's reported earnings were $1.38 per share for the twelve month
period ended June 30, 1995 and included the results of West Tennessee Financial
Corporation ("WTFC") since it was acquired on April 3, 1995. Pro forma
earnings include the combined results of WSTN and WTFC as if the merger
occurred prior to June 30, 1994. As shown in the S-4, pro forma earnings for
the twelve month period ended June 30, 1995 are calculated by the following
formula: [$1.38 per share (pro forma FY 94) + $0.66 per share (pro forma YTD @
6/95) - $0.75 per share (pro forma YTD) @ 6/94) = $1.29 per share on pro
forma basis versus $1.38 per share on a reported basis].

B-3
<PAGE> 60
The Board of Directors
c/o Mr. Charles Ennis
October 12, 1995
Page four

6. Restrictions (lack of) placed on BOMS shares received in the
merger.

Mercer Capital did not compile nor audit WSTN's or BOMS' financial statements,
nor have we independently verified the information reviewed. We have relied
upon such information as being complete and accurate in all material respects.
We have not made an independent valuation of the loan portfolio, adequacy of
the loan loss reserve or other assets of either institution.

Our opinion does not constitute a recommendation to any shareholder as to how
the shareholder should vote on the proposed merger; nor have we expressed any
opinion as to the prices at which any security of BOMS or WSTN might trade in
the future.

Based upon our analysis of the proposed transaction, it is our opinion that
the acquisition of Wes-Tenn Bancorp, Inc. by BancorpSouth is fair from a
financial point of view for WSTN shareholders.

Sincerely yours,

MERCER CAPITAL MANAGEMENT, INC.

/s/ J. Michael Julius
---------------------------
J. Michael Julius, ASA, CFA
Vice President

/s/ Jeff K. Davis
-----------------------
Jeff K. Davis, ASA, CFA
Vice President

B-4

<PAGE> 61

PROSPECTUS

2,175,000 SHARES

BANCORPSOUTH, INC.

COMMON STOCK

--------------------

BancorpSouth, Inc. (the "Company"), a Mississippi corporation, a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended (the "BHCA"), and a savings and loan holding company registered under
the Savings and Loan Holding Company Act, as amended ("SLHCA"), may from time
to time offer shares of common stock, par value $2.50 per share (the
"BancorpSouth Common Stock"), in an aggregate amount of up to 2,175,000 shares,
on terms to be determined at the time of such offering. The BancorpSouth
Common Stock may be offered in such amounts, at such prices and on such terms
to be set forth in a supplement to this Prospectus (a "Supplement").

The BancorpSouth Common Stock is to be offered directly by the Company
in connection with the acquisition of, or business combination with, certain
banking or savings institutions. The specific terms under which the
BancorpSouth Common Stock is being offered in connection with the delivery of
this Prospectus will be set forth in the applicable Supplement and will include
the specific number of shares of BancorpSouth Common Stock and the issuance
price per share. BancorpSouth Common Stock may not be sold through this
Prospectus without delivery of the applicable Supplement.

--------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

--------------------

THE DATE OF THIS PROSPECTUS IS JUNE 9, 1995
<PAGE> 62

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

DESCRIPTION OF BANCORPSOUTH COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dividend Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Certain Anti-takeover Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
BancorpSouth Common Stock Purchase Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

--------------------

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection
with the offering made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the shares of
BancorpSouth Common Stock offered hereby or an offer to sell or a solicitation
of an offer to buy such shares to any person, or the solicitation of a proxy
from any person, in any jurisdiction in which such offer, solicitation of an
offer or proxy solicitation is unlawful. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to its date.

2
<PAGE> 63

AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-4, including
amendments thereto, if any, with respect to the BancorpSouth Common Stock (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission"). This Prospectus and any accompanying Supplement do not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement or as
previously filed with the Commission and incorporated herein by reference. For
further information with respect to the Company and the BancorpSouth Common
Stock, reference is made to such Registration Statement, exhibits and
schedules. A copy of the Registration Statement may be inspected by anyone
without charge at the Commission's principal office at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part
thereof may be obtained from the Commission upon payment of certain fees
prescribed by the Commission.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549, as well as the following Commission Regional
Offices: New York Regional Office, 7 World Trade Center, 13th Floor, New York,
New York 10048; and Chicago Regional Office, 500 West Madison Street, 14th
Floor, Chicago, Illinois 60601-2511. Copies can be obtained by mail at
prescribed rates. Requests should be directed to the Commission's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the period ending
December 31, 1994, and Quarterly Report on Form 10-Q for the period ending
March 31, 1995, are incorporated herein by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus shall
be deemed to be incorporated by reference into this Prospectus. Any statement
contained herein, or in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. A COPY OF THESE DOCUMENTS IS AVAILABLE
UPON REQUEST FROM CATHY M. ROBERTSON, CORPORATE SECRETARY, BANCORPSOUTH, INC.,
ONE MISSISSIPPI PLAZA, TUPELO, MISSISSIPPI 38801, (601) 681-2000.

3
<PAGE> 64

THE COMPANY

The Company is a Mississippi corporation, a bank holding company and a
savings and loan holding company, with commercial banking operations in
Mississippi and Tennessee, and savings and loan operations in Mississippi. The
principal executive offices of the Company are located at One Mississippi
Plaza, Tupelo, Mississippi 38801, and its telephone number is (601) 680-2000.

SUPERVISION AND REGULATION

The Company is a bank holding company registered under the BHCA and is
subject to supervision by the Board of Governors of the Federal Reserve System
(the "Federal Reserve") and the Federal Reserve Bank of St. Louis. The Company
is also a savings and loan holding company registered under the SLHCA, and is
subject to supervision by the Office of Thrift Supervision ("OTS") and the
periodic reporting requirements of the OTS. Bank of Mississippi ("BOM") and
Volunteer Bank ("Volunteer"), which are subsidiaries of the Company, are
Mississippi and Tennessee state banks, respectively, and are subject to
regulation by the banking regulatory agency in their respective state. The
deposits of each of the Company's subsidiaries are insured by the Federal
Deposit Insurance Corporation ("FDIC") and therefore each is subject to
examination by the FDIC.

Federal Reserve. The Company is required to file periodic reports and
such additional information as the Federal Reserve may require pursuant to the
BHCA. The Federal Reserve may also examine the Company and its subsidiaries.

The BHCA requires Federal Reserve approval before the Company may acquire
substantially all the assets of any bank if by the acquisition the Company
would own or control more than 5% of the voting shares of the bank, or for a
merger or consolidation with another bank holding company. The Company may,
however, engage in or acquire an interest in a company that engages in
activities which the Federal Reserve has determined by regulation or order to
be so closely related to banking or managing or controlling banks as to be
properly incident thereto.

The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") amended provisions of the BHCA to specifically authorize the Federal
Reserve to approve an application by a bank holding company to acquire control
of a savings association. FIRREA also authorized a bank holding company that
controls a savings association to merge or consolidate the assets and
liabilities of the savings association with, or transfer assets and liabilities
to, any subsidiary bank which is a member of the Bank Insurance Fund ("BIF")
with the approval of the appropriate federal banking agency and the Federal
Reserve Board. The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA") further amended the BHCA to permit federal savings associations
to acquire or be acquired by any insured depository institution. As a result
of these provisions, there have been a number of acquisitions of savings
associations by bank holding companies and other financial institutions in
recent years.

The Federal Reserve has adopted a risk-based capital adequacy assessment
system for bank holding companies. Assets are weighted by a risk factor and a
ratio is calculated by dividing qualifying capital by the risk-weighted assets.
Tier I capital generally includes common stock and retained earnings. Total
capital is comprised of Tier I capital and Tier II capital, which includes
certain allowances for loan losses, certain subordinated debt and perpetual
preferred stock.

4
<PAGE> 65

The Company is a legal entity which is separate and distinct from its
subsidiaries. Federal law restricts extensions of credit by its subsidiaries
to the Company or its affiliates. Dividends to stockholders of the Company may
be paid only from dividends paid to the Company by its subsidiaries.

CRA. The Community Reinvestment Act of 1977 ("CRA") and its implementing
regulations are intended to encourage regulated financial institutions to meet
the credit needs of their local community or communities, including low and
moderate income neighborhoods, consistent with the safe and sound operation of
such financial institutions. The regulations provide that the appropriate
regulatory authority will assess CRA reports in connection with applications
for establishment of domestic branches, acquisition of banks or mergers
involving bank holding companies.

FDIC. Deposits in each of the Company's subsidiaries are insured by the
FDIC and, pursuant to provisions of the Federal Deposit Insurance Act ("FDIA"),
any FDIC-insured subsidiary of the Company can be held liable for any loss
incurred by, or reasonably expected to be incurred by, the FDIC in connection
with the default of a commonly controlled FDIC-insured subsidiary or any
assistance by the FDIC to any commonly controlled FDIC-insured subsidiary in
danger of default.

FDICIA. FDICIA implemented a number of provisions applicable to insured
banks and bank holding companies. Federal bank regulatory agencies are
required to establish standards for safety and soundness of banks and bank
holding companies relating to internal controls and audit systems, loan
documentation, credit underwriting, interest rate risk exposure, asset growth
and compensation. FDICIA also requires bank holding companies to guarantee
compliance with any capital restoration plans entered into by a subsidiary bank
and the FDIC. The activities of insured state banks, including non-subsidiary
equity investment, is generally limited under the FDICIA to those permitted for
national banks. FDICIA also requires regulations by federal banking agencies
establishing minimum loan to value ratios for all real estate mortgage and
construction loans. The FDICIA also requires regulations to limit risks posed
by an insured bank's "exposure" to another bank. Exposure includes extension
of credit, purchases of securities issued by the other bank or acceptance of
securities issued by the other bank as collateral for an extension of credit.
Regulations pursuant to FDICIA limit such exposure.

Interstate Banking. In September 1994, the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 ("IBBEA") was enacted. Beginning
September 29, 1995, IBBEA permits adequately capitalized and managed bank
holding companies to acquire control of banks in states other than their home
states, subject to federal regulatory approval, without regard to whether such
a transaction is prohibited by the laws of any state. IBBEA permits states to
continue to require that an acquired bank have been in existence for a certain
minimum time period, which may not exceed five years. A bank holding company
may not, following an interstate acquisition, control more than 10% of the
nation's total amount of bank deposits or 30% of bank deposits in the relevant
state (unless the state enacts legislation to raise the 30% limit). States
retain the ability to adopt legislation to effectively lower the 30% limit.
Beginning June 1, 1997, federal banking regulators may approve merger
transactions involving banks located in different states, without regard to
laws of any state prohibiting such transactions; except that, mergers may not
be approved with respect to banks located in states that, prior to June 1,
1997, enacted legislation prohibiting mergers by banks located in such state
with out-of-state institutions. Federal banking regulators may permit an
out-of-state bank to open new branches in another state if such state has
enacted legislation permitting interstate branching. Affiliated institutions
are authorized to accept deposits for existing accounts, renew time deposits,
and close and service loans for affiliated institutions without being deemed an
impermissible branch of the affiliate.

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OTS. The Company is a unitary savings and loan holding company subject
to regulatory oversight by the OTS. As such, the Company is required to
register and file periodic reports with the OTS and is subject to regulation
and examination by the OTS. As a federally-chartered savings association,
Laurel Federal Savings and Loan Association ("Laurel Federal"), a subsidiary of
the Company, is subject to extensive regulation by the OTS. Laurel Federal
must file reports with the OTS concerning its activities and financial
condition, in addition to obtaining regulatory approvals prior to entering into
certain transactions such as mergers with or acquisitions of other savings
institutions. The regulatory structure gives the OTS extensive discretion in
connection with its supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes.

State Banking Regulation. BOM is subject to supervision, regulation and
examination by the Mississippi Department of Banking and Consumer Finance.
Volunteer is subject to supervision, regulation and examination by the
Tennessee Department of Financial Institutions. State regulations in
Mississippi and Tennessee relate to such matters as loans, mortgages,
consolidations, required reserves, allowable investments, issuance of
securities, payment of dividends, establishment of branches, filing of periodic
reports and other matters affecting the business of BOM and Volunteer.

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DESCRIPTION OF BANCORPSOUTH COMMON STOCK

The Company has authorized 500 million shares of BancorpSouth Common
Stock, $2.50 par value.

DIVIDEND RIGHTS

Holders of outstanding shares of BancorpSouth Common Stock are entitled
to receive such dividends, if any, as may be declared by the Board of Directors
of the Company, in its discretion, out of funds legally available therefor.

VOTING RIGHTS
Holders of BancorpSouth Common Stock are entitled to one vote per share
on all matters to be voted on by the stockholders of the Company, including the
election of directors, and do not have cumulative voting rights. Under the
Mississippi Business Corporation Act, an affirmative vote of the majority of
the stockholders present at a meeting is sufficient in order to take most
stockholder actions. Certain extraordinary actions require greater percentages
of affirmative stockholder votes, including an increase, without a
recommendation by the Board of Directors of such increase, in the maximum
number of members of the Board of Directors of the Company or an amendment or
repeal of the anti-takeover provision described below.

LIQUIDATION RIGHTS

In the event of the liquidation of the Company, the holders of
BancorpSouth Common Stock are entitled to receive pro rata any assets
distributed to stockholders with respect to their shares, after payment of all
debts and payments to holders of preferred stock of the Company, if any.

PREEMPTIVE RIGHTS

Holders of BancorpSouth Common Stock have no right to subscribe to
additional shares of capital stock that may be issued by the Company.

CERTAIN ANTI-TAKEOVER PROVISIONS

The Company's Restated Articles of Incorporation, as amended, generally
require the affirmative vote of the holders of 80% of the outstanding shares of
BancorpSouth Common Stock to approve (i) a merger or consolidation of the
Company with, or (ii) a sale, exchange or lease of all or substantially all of
the assets (as defined in the Restated Articles of Incorporation) of the
Company to any person or entity, unless such transaction is approved by the
Board of Directors of the Company.

The Restated Articles of Incorporation of the Company also require the
affirmative vote of the holders of 80% of the outstanding shares of the
BancorpSouth Common Stock, and the affirmative vote of the holders of 67% of
the shares of BancorpSouth Common Stock held by stockholders other than a
Controlling Party (as defined below), for the approval or authorization of any
merger, consolidation, sale, exchange or lease of all or substantially all of
the assets of the Company if such transaction involves any stockholders "owning
or controlling" 20% or more of the BancorpSouth Common Stock outstanding at the
time of the proposed transaction (a "Controlling Party"). The terms "owning or
controlling" are not defined in the Company's Restated Articles of
Incorporation. Management of the Company assumes that such terms would be
interpreted in accordance with the meaning of the term "beneficial ownership"
under the Exchange Act; however, if is uncertain how such terms would be
construed under the laws of the State of Mississippi or whether such terms
would encompass the possession of a revocable proxy to direct the vote of
shares of BancorpSouth Common Stock. However, these voting requirements are
not applicable in transactions in which: (a) the cash or fair market value of
the property, securities or other consideration to be received (which includes
BancorpSouth Common Stock retained by the Company's

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existing stockholders in a transaction in which the Company is the surviving
entity) per share by holders of BancorpSouth Common Stock in such transaction
is not less than the highest per share price (with appropriate adjustments for
recapitalizations, stock splits, stock dividends and distributions) paid by the
Controlling Party in the acquisition of any of its holdings of the BancorpSouth
Common Stock in the three years preceding the announcement of the proposed
transaction, or (b) the transaction is approved by a majority of the Board of
Directors of the Company.

Neither of these provisions of the Restated Articles of Incorporation may
be repealed or amended except by the affirmative vote of 80% of the total
voting power of the Company.

BANCORPSOUTH COMMON STOCK PURCHASE RIGHTS
Following stockholder approval of a Shareholder Rights Plan in April
1991, the Company issued one common stock purchase right (a "Right") for each
issued and outstanding share of BancorpSouth Common Stock. Each Right attaches
to and trades with each share of BancorpSouth Common Stock; provided, however,
that the Rights will separate from the BancorpSouth Common Stock and be
distributed upon the occurrence of certain events, including the acquisition of
or tender for 20% or more of the outstanding shares of BancorpSouth Common
Stock by any person (an "Acquiring Person") or if the Board of Directors of the
Company determines that a person beneficially owning 10% or more of the
outstanding shares of BancorpSouth Common Stock has become an "Adverse Person,"
as defined in the Shareholder Rights Plan.
In the event that a person becomes an Acquiring Person or is declared an
Adverse Person by the Board of Directors of the Company, then each Right will
entitle the holder thereof to purchase one share of BancorpSouth Common Stock
at 50% of the then current market price, subject to adjustments as described in
the Shareholder Rights Plan. At any time after the aforementioned events, the
Board of Directors of the Company may exchange each Right for one share of
BancorpSouth Common Stock, subject to adjustment as described in the
Shareholder Rights Plan. If an Acquiring Person effects certain transactions
with the Company, including a merger, share exchange, or transfer of over 50%
of the Company's assets or earning power, then each Right shall entitle the
holder thereof to purchase a share of common stock of the Acquiring Person at
50% of the then current market price for such common stock. Shares of
BancorpSouth Common Stock owned by an Acquiring Person or Adverse Person will
not be entitled to exercise the Rights as set forth above.

The Rights are redeemable at $.01 per Right at any time prior to the
close of business on the tenth day after the public announcement that a person
has become an Acquiring Person or been declared an Adverse Person by the Board
of Directors of the Company. The Rights are not exercisable until the
expiration of the applicable ten day period, and the Rights will expire at the
close of business on April 24, 2001, unless earlier redeemed. The Board of
Directors of the Company is entitled to interpret the provisions of the
Shareholder Rights Plan, which may be amended in certain respects by the Board
of Directors of the Company at any time.

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LEGAL MATTERS

The validity of the shares of BancorpSouth Common Stock to be offered
hereunder will be passed upon by Waller Lansden Dortch & Davis, Nashville,
Tennessee, special counsel to the Company. Certain matters concerning this
offering will be passed upon on behalf of the Company by Riley, Ford, Caldwell
& Cork, P.A., Tupelo, Mississippi. Frank A. Riley, a shareholder of such
firm, is a director of the Company.

EXPERTS

The Consolidated Financial Statements of the Company, as of December 31,
1994 and 1993, and for each of the years in the three-year period ended
December 31, 1994, have been incorporated by reference in this Prospectus and
in the Registration Statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of such firm as experts in accounting and
auditing.