1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-1 (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required, Effective October 7, 1996) For the fiscal year ended December 31, 1999 or ----------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from __________ to ___________ Commission file number 0-10826 BancorpSouth, Inc. -------------------------------------- (Exact name of registrant as specified in its charter) Mississippi 64-0659571 - ---------------------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Mississippi Plaza Tupelo, Mississippi 38801 - ---------------------------------------- ----------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (662) 680-2000 -------------- Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered ------------------------------- ------------------------------ COMMON STOCK, $2.50 PAR VALUE NEW YORK STOCK EXCHANGE COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $2.50 PAR VALUE COMMON STOCK PURCHASE RIGHTS ---------------------------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [ ] (Cover page continued on next page) 2 (Continued from cover page) The aggregate market value of the voting stock held by non-affiliates of the Registrant as of January 31, 2000, was approximately $821,846,000 based on the closing sale price as reported on the New York Stock Exchange on January 31, 2000. On January 31, 2000, the Registrant had outstanding 57,204,183 shares of Common Stock, par value $2.50 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement used in connection with Registrant's Annual Meeting of Shareholders held May 2, 2000 are incorporated by reference into Part III of this Report. EXPLANATORY NOTE This amendment on Form 10-K/A amends the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 to include financial statements required by Form 11-K for the Registrant's Amended and Restated Salary Deferral- Profit Sharing Employee Stock Ownership Plan, in accordance with Rule 15(d)-21 under the Securities Exchange Act of 1934, as amended, and to reflect certain changes to the list of exhibits in Item 14 of Part IV. 3 PART IV Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. Consolidated Financial Statements: See Item 8. The following are filed herewith as an appendix to this report: BancorpSouth, Inc. Amended and Restated Salary Deferral-Profit Sharing Employee Stock Ownership Plan Financial Statements and Schedules at December 31, 1999 and 1998 and for the years ended December 31, 1997, 1998 and 1999. (a) 2. Consolidated Financial Statement Schedules: All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes. (a) 3. Exhibits: (3) (a) Articles of incorporation, as amended.(1) (b) Bylaws.(2) (4) Specimen Common Stock Certificate.(3) (10) (a) 1998 Directors Stock Plan.(2)(8) (b) Form of deferred compensation agreement between Bancorp of Mississippi, Inc. and certain key executives.(4)(7) (c) 1994 Stock Incentive Plan.(3)(8) (d) 1995 Non-Qualified Stock Option Plan for Non-Employee Directors.(3)(8) (e) Stock Bonus Agreement between BancorpSouth, Inc. and Michael W. Weeks, dated January 17, 1995 and Escrow Agreement between Bank of Mississippi and Michael W. Weeks, dated January 17, 1995.(5)(8) (f) Stock Bonus Agreement between BancorpSouth, Inc. and Aubrey B. Patterson, Jr., dated January 20, 1998 and Escrow Agreement between BancorpSouth Bank and Aubrey B. Patterson, Jr., dated March 20, 1998.(6)(8) (g) Information regarding Bancorp of Mississippi, Inc., Amended and Restated Salary Deferral-Profit Sharing Employee Stock Ownership Plan.(7)(8) (11) Statement re computation of per share earnings.* (21) Subsidiaries of the Registrant.* (23.1) Consent of Independent Accountants.* (23.2) Consent of Independent Accountants. (27) Financial Data Schedule.* --------------------- (1) Filed as exhibits 3.1 and 3.2 to the Registrant's registration statement on Form S-4 filed on January 6, 1995 (Registration No. 33-88274) and incorporated by reference thereto. (2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (file number 0-10826), and incorporated by reference thereto. (3) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 (file number 0-10826), and incorporated by reference thereto. 2 4 (4) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 (file number 0-10826), and incorporated by reference thereto. (5) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (file number 0-1-826), and incorporated by reference thereto. (6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (file number 0-10826), and incorporated by reference thereto. (7) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990 (file number 0-10826), and incorporated by reference thereto. (8) Compensatory plans or arrangements. * Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended December 31, 1999. 3 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANCORPSOUTH, INC. DATE: June 29, 2000 /s/ L. Nash Allen, Jr. ---------------------- L. Nash Allen, Jr. Treasurer and Chief Financial Officer 4 6 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Financial Statements and Schedules December 31, 1999 and 1998 (With Independent Auditors' Report Thereon) 7 INDEPENDENT AUDITORS' REPORT The Employee Compensation and Fringe Benefit Committee BancorpSouth, Inc.: We have audited the accompanying statements of net assets available for plan benefits of BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit Sharing Employee Ownership Plan at December 31, 1999 and 1998, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedules 1 and 2 is presented for purposes of additional analysis and complying with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the basic financial statements. Such supplementary information has been subjected to the auditing procedures applied in the audit of the basic 1999 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP April 13, 2000 8 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Statements of Net Assets Available for Plan Benefits December 31, 1999 and 1998 1999 1998 ----------- ---------- Investments, at fair value: Investment in mutual funds: Montag and Caldwell Growth Fund $10,604,667 6,631,557 Fidelity Institutional Short Intermediate Government Fund 378,524 253,084 Vanguard Bond Index 3,027,557 2,109,425 Vanguard Intermediate Term Treasury 377,772 270,826 Common stock of BancorpSouth, Inc. 78,686,636 77,210,023 U.S. Government and agency obligations 2,111,382 1,357,123 Participant loans 92,770 107,759 ----------- ---------- 95,279,308 87,939,797 Transfer receivable (note 5) 1,994,527 -- Accrued interest and dividends receivable 649,638 530,168 Cash in interest-bearing deposit accounts and money market accounts 897,130 485,482 ----------- ---------- Net assets available for plan benefits $98,820,603 88,955,447 =========== ========== See accompanying notes to financial statements 2 9 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ----------- Investment income: Net appreciation (depreciation) in fair value of investments (note 4) $ (4,368,662) (24,301,416) 41,816,744 Interest 132,622 93,187 112,855 Dividends 3,047,001 2,339,333 1,910,516 ------------ ------------ ----------- Total investment income (loss) (1,189,039) (21,868,896) 43,840,115 Assets of merged plans (note 7) 8,339,225 -- -- Contributions: Employer 2,556,055 1,925,292 1,726,608 Employee - salary deferral 4,012,577 2,862,527 2,654,223 Rollover (note 6) 35,633 -- -- ------------ ------------ ----------- Total contributions 6,604,265 4,787,819 4,380,831 ------------ ------------ ----------- Total additions to net assets 13,754,451 (17,081,077) 48,220,946 Benefits paid to participants 3,889,295 6,691,642 3,709,328 ------------ ------------ ----------- Net increase (decrease) 9,865,156 (23,772,719) 44,511,618 Net assets available for plan benefits: Beginning of year 88,955,447 112,728,166 68,216,548 ------------ ------------ ----------- End of year $ 98,820,603 88,955,447 112,728,166 ============ ============ =========== See accompanying notes to financial statements. 3 10 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) DESCRIPTION OF PLAN The following description of the BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit Sharing Employee Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (A) GENERAL The Plan was adopted by BancorpSouth, Inc. (the Company) effective January 1, 1984. It is a defined contribution plan covering substantially all full-time employees who have one year of service and who have attained age eighteen. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). (B) CONTRIBUTIONS Plan participants contribute to the Plan by electing to defer one percent or more of their current compensation, in whole percentages, up to the maximum allowable by law. The Company matches amounts contributed by the participants to the Plan up to five percent of annual compensation. (C) INVESTMENT PROGRAMS The investment programs of the Plan are as follows: Fund A - Consists of shares of common stock of the Company and participant loans. Fund B - A fixed income fund investing in Treasury notes, certificates of deposit and other interest-bearing securities. Fund C - A balanced fund investing in common stock of corporations not affiliated with the Company, government bonds and mutual funds. Fund D - A short-term money market fund. Fund E - An equity fund investing in corporations not affiliated with the Company. 4 (Continued) 11 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999 and 1998 The first five percent of compensation contributed by participants and all Company contributions are invested in common stock of the Company. Any participant contribution in excess of five percent of compensation may be invested in the common stock of the Company or in any of the other four types of investment funds. (D) ADMINISTRATION The Plan is administered by a committee appointed by the Board of Directors of the Company. The committee is responsible for general administration of the Plan and interpretation and execution of the Plan's provisions. (E) PARTICIPANTS' ACCOUNTS Two separate accounts are maintained for each participant. All amounts contributed by the participant together with earnings thereon, and other adjustments are maintained in an "employee deferral account." Matching amounts contributed by the Company are maintained in a separate "employer contribution account" together with similar adjustments. (F) VESTING Each participant is 100 percent vested in all amounts in their employee deferral account. Vesting in the employer contribution account is as follows: 33-1/3% after two years, 66-2/3% after three years, 100% after four years. (G) PAYMENT OF BENEFITS Upon termination of service, death or permanent disability, a participant may elect to receive either a lump-sum amount equal to the value of his account, or monthly installments over a 5 to 15-year period. The monthly benefits cannot be paid over a period longer than a participant's life expectancy or for more than 5 years following his death. For distributions from Fund A, the employee may elect to receive stock of the Company or a cash amount equal to the fair value of the stock. (H) EXPENSES Administrative expenses of the Plan were paid directly by BancorpSouth, Inc. (the Plan Sponsor). 5 (Continued) 12 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999 and 1998 (2) SUMMARY OF ACCOUNTING POLICIES (A) BASIS OF PRESENTATION The financial statements of the Plan are prepared under the accrual method of accounting. (B) INVESTMENTS Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. If available, quoted market prices are used to value investments. If no quoted market prices are available, estimates are used. When estimates are used, many factors, including current yields on similar securities, market factors affecting the salability of particular assets, and general economic conditions are considered. Participant loans are recorded at their outstanding loan balance, which approximates fair value. (C) PAYMENT OF BENEFITS Benefits are recorded when paid. (D) INCOME TAXES The Plan is exempt from federal income taxes in accordance with the provisions of the Internal Revenue Code. A favorable determination letter, dated August 12, 1985, was received from the Internal Revenue Service. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's legal counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Amounts contributed by the Company are not taxed to the employee until a distribution from the Plan is received. (E) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ from those estimates. 6 (Continued) 13 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999 and 1998 (3) ACCOUNTING CHANGE During 1999, the Plan adopted Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and other Disclosure Matters, which eliminates the disclosure of investment fund option information. The adoption of the Statement of Position did not have an effect on the net assets of the Plan, and the provisions of the Statement have been retroactively applied. (4) INVESTMENTS The Plan's investments, including investments bought, sold, and held during the year appreciated (depreciated) in fair value during the years ended December 31, 1999, 1998 and 1997, respectively, as follows: 1999 1998 1997 ------------- ----------- ---------- Net appreciation (depreciation) in fair value: Common trust and mutual funds $ 1,071,437 1,486,228 1,152,868 Common stock of BancorpSouth, Inc. (5,348,553) (25,784,562) 40,662,070 U.S. Government and agency obligations (91,546) (3,082) 1,806 ------------- ----------- ---------- Net appreciation in fair value $ (4,368,662) (24,301,416) 41,816,744 ============= =========== ========== Dividend income earned from the investment in stock of BancorpSouth, Inc., a related party, was $2,307,868, $1,952,306 and $1,711,723 in 1999, 1998 and 1997, respectively. (5) TRANSFER RECEIVABLE The effective date of the merger of the plan assets of the former HomeBanc Corporation Employees Profit Sharing plan was December 31, 1999. However, as of December 31, 1999, the plan assets had not yet been transferred into the plan. Upon the transfer into the Plan of the HomeBanc plan assets during 2000, this receivable will be reversed. (6) PLAN TERMINATION Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 7 (Continued) 14 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999 and 1998 (7) PLAN MERGERS During 1999, the plan assets of six employee benefit plans belonging to four corporations which had previously merged with and into the Company, were merged into the Plan. On October 30, 1998, Alabama Bancorp, Inc. was merged with and into the Company. The plan merger was completed in August 1999, with plan assets of the former Alabama Bancorp Savings and Profit Sharing Plan being merged into the Plan. Merchants Capital Corporation was merged with and into the Company on December 4, 1998. The plan merger was completed in August 1999, with plan assets of the former Merchants Bank Employee Profit Sharing Plan, Merchants Bank 401(k) Plan, and Merchants Bank Employee Stock Ownership Stock Bonus Plan being merged into the Plan. On December 31, 1998, The First Corporation was merged with and into the Company. The plan merger was completed in December 1999, with plan assets of the former First Corporation Employee Stock Ownership Plan with 401 (k) Provisions being merged into the Plan. HomeBanc Corporation was merged with and into the Company on December 31, 1998. The plan merger was completed effective December 31, 1999, with plan assets of the former HomeBanc Corporation Employees Profit Sharing plan being merged into the Plan (see note 5). (8) ROLLOVER On June 30, 1999, Stewart Sneed Hewes, Inc. and subsidiaries were merged with and into BancorpSouth Insurance Services of Mississippi, a subsidiary of the Company. Participants in the Stewart Sneed Hewes, Inc. Employees Retirement Plan had the option of transferring their individual accounts into the Plan. In November 1999, individual accounts totaling $35,633 were transferred into the Plan. 8 (Continued) 15 BANCORPSOUTH, INC. SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Notes to Financial Statements December 31, 1999 and 1998 (9) RECONCILIATION BETWEEN FINANCIAL STATEMENT AMOUNTS AND FORM 5500 The following is a reconciliation of net assets available for Plan benefits per the financial statements to the Form 5500: DECEMBER 31, --------------------------- 1999 1998 ----------- ---------- Net assets available for benefits per the financial statements $98,820,603 88,955,447 Amounts allocated to withdrawing participants 987,544 1,013,865 ----------- ---------- Net assets available for benefits as filed in Form 5500 $97,833,059 87,941,582 =========== ========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: 1999 1998 ----------- ---------- Benefits paid to participants per the financial statements $ 3,889,295 6,691,642 Add: Amounts allocated to withdrawing participants at December 31, 1999 and 1998 987,544 1,013,865 Less: Amounts allocated to withdrawing participants at December 31, 1998 and 1997 (1,013,865) (4,542,590) ----------- ---------- Benefits paid to participants per the Form 5500 $ 3,862,974 3,162,917 =========== ========== (10) SUBSEQUENT EVENTS The Plan's vesting schedule was amended, effective January 1, 2000, to allow for the immediate vesting of 100% of the employer contribution account. This amendment replaces the previous vesting schedule described in note 1. The Company plans to submit the revised Plan to the Internal Revenue Service in order to receive a determination on its tax status. 9 (Continued) 16 SCHEDULE 1 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Item 27a - Schedule of Assets Held for Investment Purposes Investment at End of Plan Year December 31, 1999 PAR/NUMBER FAIR ISSUER DESCRIPTION OF SHARES COUPON MATURITY COST VALUE ------ ----------- --------- ------ -------- ---- ----- BancorpSouth, Inc.* Common stock 4,823,554 -- -- $43,461,940 78,686,636 Participant loans Loans 6.50 - 01/28/00 - 10.00 09/23/04 92,770 U.S. Government Agency Federal Home Loan Bank Note 200,000 6.06 05/05/03 200,006 194,876 U.S. Government Agency Federal Home Loan Bank Note 250,000 6.03 09/24/04 250,002 239,610 U.S. Government Agency Federal Home Loan Bank Note 250,000 5.75 05/07/04 250,011 238,437 U.S. Government Agency Federal Home Loan Bank Note 250,000 6.50 06/29/04 249,375 243,750 U.S. Government Agency Federal National Mortgage Association Note 150,000 5.00 11/05/03 150,004 140,808 U.S. Government Agency Federal National Mortgage Association Note 250,000 6.05 04/24/06 249,390 234,875 U.S. Government Agency Federal Farm Credit Bank 100,000 7.17 04/03/00 100,382 100,273 U.S. Government Agency Federal Home Loan Mortgage Corp 250,000 6.44 04/08/06 250,515 238,908 U.S. Government Agency Federal Home Loan Mortgage Corp 250,000 6.02 04/26/04 249,765 240,548 U.S. Government Agency Federal Home Loan Mortgage Corp 250,000 6.51 06/07/06 247,281 239,297 Montag & Caldwell Growth Fund Mutual fund 302,991 6,570,689 10,604,667 Fidelity Institutional Short Intermediate Government Fund Mutual fund 41,734 389,018 378,524 Vanguard Bond Index Mutual fund 316,690 3,112,142 3,027,557 Vanguard Intermediate Term Treasury Mutual fund 37,292 389,018 377,772 *Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to the Plan. See accompanying independent auditors' report. 10 17 SCHEDULE 2 BANCORPSOUTH, INC. AMENDED AND RESTATED SALARY DEFERRAL - PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN Item 27d - Schedule of Reportable Transactions Year ended December 31, 1999 TOTAL NUMBER OF PURCHASE SELLING GAIN DESCRIPTION OF SECURITY TRANSACTIONS PRICE/COST PRICE (LOSS) - ------------------------------------------------ ------------ ----------- ---------- ------ Purchases: Common stock of BancorpSouth, Inc.* 47 $ 6,382,329 -- -- Mutual funds: Montag and Caldwell Growth Fund 9 2,240,000 -- -- Fidelity Institutional Short Intermediate Government Fund 5 139,000 -- -- Vanguard Bond Index 5 1,112,000 -- -- Vanguard Intermediate Term Treasury 5 139,000 -- -- Government Obligations Fund 349 16,534,544 -- -- Sales: Mutual Funds: Montag and Caldwell Growth Fund 4 33,805 55,164 21,359 Government Obligations Fund 229 16,127,243 16,127,243 -- *Both BancorpSouth, Inc. and BancorpSouth Bank are parties-in-interest to the Plan. See accompanying independent auditors' report. 11 18 Exhibit Index EXHIBIT NUMBER DESCRIPTION - ------- ----------- (3) (a) Articles of incorporation, as amended.(1) (b) Bylaws.(2) (4) Specimen Common Stock Certificate.(3) (10) (a) 1998 Directors Stock Plan.(2)(8) (b) Form of deferred compensation agreement between Bancorp of Mississippi, Inc. and certain key executives.(4)(7) (c) 1994 Stock Incentive Plan.(3)(8) (d) 1995 Non-Qualified Stock Option Plan for Non-Employee Directors.(3)(8) (e) Stock Bonus Agreement between BancorpSouth, Inc. and Michael W. Weeks, dated January 17, 1995 and Escrow Agreement between Bank of Mississippi and Michael W. Weeks, dated January 17, 1995.(5)(8) (f) Stock Bonus Agreement between BancorpSouth, Inc. and Aubrey B. Patterson, Jr., dated January 20, 1998 and Escrow Agreement between BancorpSouth Bank and Aubrey B. Patterson, Jr., dated March 20, 1998.(6)(8) (g) Information regarding Bancorp of Mississippi, Inc., Amended and Restated Salary Deferral-Profit Sharing Employee Stock Ownership Plan.(7)(8) (11) Statement re computation of per share earnings.* (21) Subsidiaries of the Registrant.* (23.1) Consent of Independent Accountants.* (23.2) Consent of Independent Accountants. (27) Financial Data Schedule.* --------------------- (1) Filed as exhibits 3.1 and 3.2 to the Registrant's registration statement on Form S-4 filed on January 6, 1995 (Registration No. 33-88274) and incorporated by reference thereto. (2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (file number 0-10826), and incorporated by reference thereto (3) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 (file number 0-10826), and incorporated by reference thereto. (4) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 (file number 0-10826), and incorporated by reference thereto. (5) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (file number 0-10826), and incorporated by reference thereto. (6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (file number 0-10826), and incorporated by reference thereto. (7) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990 (file number 0-10826), and incorporated by reference thereto. (8) Compensatory plans or arrangements. * Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.