EXHIBIT 99.2

ELECTION FORM AND LETTER OF TRANSMITTAL

TO ACCOMPANY CERTIFICATE(S) REPRESENTING
SHARES OF COMMON STOCK OF

BUSINESS HOLDING CORPORATION

This Election Form and Letter of Transmittal should be completed, signed and
returned in the brown envelope, together with your Business Holding Corporation
("BHC") certificate(s) to:

SUNTRUST BANK, EXCHANGE AGENT

By Mail: By Overnight Delivery:

SunTrust Bank SunTrust Bank
P.O. Box 4625 Stock Transfer Department
Atlanta, Georgia 30302 58 Edgewood Avenue
Room 225, Annex
Atlanta, Georgia 30303

DO NOT SEND THE ENCLOSED FORM OR STOCK CERTIFICATE(S) TO BHC OR
BANCORPSOUTH, INC.
For Information Call: 1-800-568-3476
Delivery of this instrument to an address other than as set forth above
does not constitute a valid delivery.

In connection with the merger agreement between BancorpSouth, Inc. ("BXS")
and BHC, you have been asked to elect the form of merger consideration you wish
to receive and to send to the exchange agent certificate(s) for shares of common
stock of BHC as described below.

COMPLETING AND RETURNING THIS ELECTION FORM AND LETTER OF TRANSMITTAL IS NOT
CASTING A VOTE WITH RESPECT TO THE APPROVAL OF THE MERGER AGREEMENT AT THE
SPECIAL MEETING OF THE BHC SHAREHOLDERS, NOR DOES IT SATISFY ANY OF THE
REQUIREMENTS FOR THE ASSERTION OF DISSENTERS' RIGHTS. IN ORDER TO VOTE ON THE
MERGER AGREEMENT, YOU SHOULD COMPLETE, SIGN AND SEND THE ACCOMPANYING PROXY CARD
TO BHC IN THE ENCLOSED WHITE POSTAGE PAID BUSINESS REPLY ENVELOPE, OR ATTEND IN
PERSON THE SPECIAL MEETING OF BHC SHAREHOLDERS.

PLEASE READ AND FOLLOW CAREFULLY THE ACCOMPANYING INSTRUCTIONS FOR BOTH THE
ELECTION AND THE TRANSMITTAL OF YOUR CERTIFICATE(S).

PART I. ELECTION

IMPORTANT INFORMATION WITH RESPECT TO THE ELECTION

If you wish to make an election with respect to the form of
consideration to be received for any or all of your shares of BHC stock, you
must (i) complete the election form and sign in the space provided and (ii) mail
or deliver the completed election form in the enclosed brown envelope to the
exchange agent at one of the addresses listed above. Please also use the
enclosed brown envelope, addressed to the exchange agent, to return:

o all of your BHC stock certificates; and
o the letter of transmittal.

ALL BHC STOCK CERTIFICATES MUST BE SUBMITTED NO MATTER WHAT ELECTION
YOU MAKE. If any of your BHC stock certificates are held by a broker, bank or
other nominee, please review the instructions below on what to do with respect
to those shares. If the merger agreement is not approved, the exchange agent
will return your BHC stock certificates to you.

TO MAKE AN EFFECTIVE ELECTION, THIS ELECTION FORM AND LETTER OF
TRANSMITTAL MUST BE RECEIVED BY SUNTRUST BANK, THE EXCHANGE AGENT, NO LATER THAN
5:00 P.M., EASTERN STANDARD TIME, ON DECEMBER 17, 2004. ANY SHARES OF BHC STOCK
FOR WHICH YOU DO NOT MAKE AN ELECTION BY THEN WILL BE CONVERTED INTO SUCH FORM
OF CASH AND/OR SHARES OF BXS STOCK AS BXS SHALL DETERMINE CONSISTENT WITH THE
TERMS OF THE MERGER AGREEMENT.

You may elect to receive cash of $26.00 per share, or a number of shares of BXS
stock determined by the exchange ratio (as described in the merger agreement),
or a combination of cash and shares of BXS stock. Your ability to receive cash
is subject to certain limitations, and the number of shares for which you elect
to receive cash may be reduced in certain circumstances, all as described in the
accompanying Proxy Statement/Prospectus.

You elect, as indicated in the form below, to have the specified number
of your shares of common stock of BHC converted, at the effective time of the
merger, into the consideration of cash, shares of BXS stock or a combination of
cash and shares of BXS stock indicated below. Your options are as follows:

o To exchange all shares of BHC stock for cash;

o To exchange all shares of BHC stock for BXS stock; or

o To exchange some shares of BHC stock for cash and some shares of
BHC stock for shares of BXS stock.

You should understand that this election is subject to the terms,
conditions and limitations in the merger agreement and described in the
accompanying Proxy Statement/Prospectus.

CHECKS FOR YOUR CASH AND THE BXS STOCK CERTIFICATES WILL NOT BE SENT TO
YOU UNTIL AFTER THE MERGER HAS BEEN COMPLETED AND THE EXCHANGE AGENT HAS
RECEIVED ALL ADDITIONAL DOCUMENTS IT MAY REQUIRE. NO INTEREST WILL ACCRUE OR BE
PAYABLE ON THE MERGER CONSIDERATION.

NOTE: DIFFERENT ELECTIONS HAVE DIFFERENT TAX CONSEQUENCES. FOR
INFORMATION ON THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF MAKING A GIVEN
ELECTION, SEE "THE MERGER -- MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. HOLDERS OF BHC
STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES OF THE MERGER TO THEM, INCLUDING TAX REPORTING REQUIREMENTS AND TAX
CONSEQUENCES UNDER STATE, LOCAL AND FOREIGN LAW.

The election procedures are described in the merger agreement and
summarized in the accompanying Proxy Statement/Prospectus under "THE MERGER
AGREEMENT -- Terms of the Merger," "-- Cash or Stock

Election" and "-- Election Procedures; Surrender of Stock Certificates." You
should review those documents for a complete and accurate description of the
process for determining the merger consideration you will receive. The merger
agreement provides that between 40% and 49% of the outstanding shares of BHC
stock will be exchanged for cash consideration, and between 51% and 60% of the
outstanding shares of BHC stock will be exchanged for shares of BXS stock,
subject to a tax-related adjustment. In general, if more than 49% of the shares
of BHC stock elect or otherwise are to receive cash, the amount of cash that you
will have the right to receive will be adjusted on a pro rata basis so that, in
the aggregate, 49% of the shares of BHC stock will be converted into cash and
the remaining 51% will be converted into shares of BXS stock. In general, if
more than 60% of the outstanding shares of BHC stock elect or otherwise are to
receive shares of BXS stock, the amount of BXS stock that you will receive will
be adjusted on a pro rata basis so that, in the aggregate, 60% of the shares of
BHC stock will be converted into shares of BXS stock and the remaining 40% will
be converted into cash.

As a result, you may receive a different combination of consideration
than you elected, based on the choices made by other BHC shareholders.
Therefore, even if you make a cash election, there is no assurance that you will
receive cash, and even if you make a stock election, there is no assurance that
you will receive shares of BXS stock.

The exchange agent reserves the right to deem that you have not made an
election if:

o You fail to follow the instructions with respect to the
election form or otherwise fail to properly make an election;
or

o A completed election form is not received by the exchange
agent by the election deadline of 5:00 p.m., Eastern Standard
Time, on December 17, 2004.

INSTRUCTIONS FOR MAKING AN ELECTION

1. TIME IN WHICH TO MAKE AN ELECTION. For an election to be validly
made, the exchange agent must receive the election form, properly completed and
signed, at one of the addresses set forth on the front of this document before
5:00 p.m., Eastern Standard Time, on December 17, 2004. Any shareholder whose
election form is not so received will receive such form of cash and/or shares of
BXS stock as BXS shall determine consistent with the terms of the merger
agreement. None of BHC, BXS or the exchange agent have any obligation to notify
you or anyone else if the exchange agent has not received documents or your BHC
stock certificate(s) or that the documents you submitted have not been properly
completed, and none of BHC, BXS or the exchange agent will incur any liability
for any failure to give such notification. Until any documents the exchange
agent may require are received by it at one of the addresses set forth on the
front of this document, the shareholder will not receive a check or any
certificates of BXS stock. The merger consideration will not be sent until the
merger is completed, and no interest shall accrue or be payable on such amount.

2. CHANGE OR REVOCATION OF ELECTION. A BHC shareholder who has made an
election may, at any time before the election deadline, change or revoke his
election by submitting to the exchange agent a revised election form, properly
completed and signed. After the election deadline, a holder of BHC stock may not
change or revoke his or her election unless the merger agreement is terminated.

3. FORMS OF ELECTION BY NOMINEES. Any registered holder of BHC stock
who is a nominee for more than one beneficial owner (provided that shares of BHC
stock held in one account by joint owners will be deemed owned by one beneficial
owner) must submit a separate election form for each distinct beneficial owner.
Upon the request of BXS, such registered holder will be required to certify to
the satisfaction of BXS that he, she or it holds those shares subject to an
election as nominee for the beneficial owner covered by such election form and
for no other beneficial owner(s).

4. DELIVERY OF ELECTION FORM. The properly completed and signed copy of
the election form should be delivered to the exchange agent at one of the
addresses set forth above. The method of delivery of the election form is at the
option and risk of the shareholder. All questions as to the validity, form and
eligibility of any election form will be determined by BXS, and its
determination shall be final and binding. BXS has the absolute right to reject
any and all election forms which it determines are not in proper form or to
waive minor irregularities in any election form. All elections will be
considered in accordance with the terms and conditions of the merger agreement.
If there is any inconsistency or conflict between the election form and the
merger agreement, the merger agreement shall control.

5. SIGNATURES ON ELECTION FORM. If the election form is signed by the
registered holder of certificate(s), the signature must correspond exactly with
the name written on the face of the certificate(s) without any change
whatsoever. If the certificate(s) is owned of record by two or more joint
owners, all such owners must sign. If any shares are registered in different
names on several certificate(s), it will be necessary to complete, sign and
submit as many separate election forms as there are different registrations. If
the election form is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or others acting in a fiduciary or
representative capacity, such person must so indicate when signing, must give
his or her full title in such capacity, and must provide evidence satisfactory
to the exchange agent of his or her authority to so act. The exchange agent will
not deliver the merger consideration until the registered holder complies with
all of these instructions.

6. STOCK TRANSFER TAXES. If any transfer or other taxes become payable
by reason of the payment of the merger consideration in any name other than that
of the registered holder, such transferee or assignee must pay such tax to the
exchange agent or must establish to the satisfaction of exchange agent that such
tax has been paid or is not applicable.

7. VOTING RIGHTS AND DIVIDENDS. Holders of BHC stock will continue to
have the right to vote, and to receive all dividends paid on, all shares of BHC
stock until the merger becomes effective.

8. LOST OR DESTROYED CERTIFICATES. If any of your BHC stock
certificates has been lost, stolen or destroyed, circle the missing certificate
number on the certificates list in Item 2 of the election form (Description of

Shares of BHC stock) and check the box in Item 3 (Lost or Destroyed
Certificates). Promptly return the certificate(s) that you do have along with
the election form in the enclosed brown envelope. You will receive replacement
instructions for lost, stolen or destroyed certificates after the BHC
shareholders special meeting, which will involve the execution of lost
certificate affidavits, the issuance of replacement certificates and, if
required by BXS, provision of a lost instrument bond. If you properly complete
this documentation to the satisfaction of BXS, your election with respect to the
lost, stolen or destroyed certificates will be honored.

9. ADDITIONAL COPIES. Additional copies of the election form may be
obtained from the exchange agent at the mailing address set forth on the front
of the election form and letter of transmittal or by calling 1-800-568-3476.

10. INQUIRIES. All questions regarding the election form should be
directed to the exchange agent at the mailing address set forth above or by
telephone at 1-800-568-3476.

11. NON-CONSUMMATION OF MERGER. Consummation of the merger is subject
to the satisfaction of certain conditions, including regulatory approvals. If
the merger agreement is terminated for any reason, all elections will be void
and of no effect, and the exchange agent will return all BHC certificates to
their record owners.

ELECTION FORM

1. ELECTION.

[ ] EXCHANGE ALL SHARES FOR CASH.

[ ] EXCHANGE ALL SHARES FOR STOCK.

[ ] EXCHANGE _______ SHARES FOR CASH AND THE BALANCE FOR STOCK.
(Please write the number of shares that you would like to
exchange for cash in the blank space above.)

2. DESCRIPTION OF SHARES.

No. of Shares
Name(s) and Address(es) of Registered Holder(s) Certificate Represented by
(Print exactly as name appears on Certificate) Number Certificate
---------------------------------------------- ----------- --------------

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

3. LOST OR DESTROYED CERTIFICATES. If certificates have been lost, stolen or
destroyed, please check here [ ] and circle the missing certificate number(s) in
Item 2 above. The exchange agent will send you additional documents to complete.

4. SIGN HERE:

Signature(s) of Registered Holder(s)

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

(Must be signed by registered holder(s) exactly as name(s) appear(s) on such
holder's BHC stock certificate(s). If signed by a trustee, executor,
administrator, guardian, officer, attorney-in-fact or other person acting in a
fiduciary or representative capacity, the capacity of the person should be
indicated. See Instruction 5.) (Attach additional pages if necessary.)

Date _________________________, 2004

Name(s)

----------------------------- ------------------------------------
(Please print)

Address(es)

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

Telephone Number(s)

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

Capacity (Full title)

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

PART II. TRANSMITTAL OF SHARES

INSTRUCTIONS FOR EXCHANGING SHARES

1. GENERAL. Please do not send your stock certificate(s) directly to
BHC or BXS. The BHC stock certificate(s), together with this document, properly
signed and completed, or a facsimile copy hereof, and any supporting documents
(see Instruction 2), should be mailed in the enclosed brown envelope, or
otherwise delivered to the exchange agent at either of the addresses listed on
the front of this document. The method of transmitting the BHC stock
certificate(s) is at your option and risk, but if delivery is by mail, then
registered mail with return receipt requested, properly insured, is suggested.
All questions as to whether stock certificates have been correctly submitted
will be determined by BXS, and its determination shall be final and binding.

2. SIGNATURES. The signature (or signatures, in the case of
certificates for shares owned by two or more joint holders) below should
correspond exactly with the name(s) as written on the face of the BHC stock
certificate(s) surrendered, unless the shares described below have been assigned
by the registered holder or holders thereof, in which event the letter of
transmittal should be signed in exactly the same form as the name(s) of the last
transferee(s) indicated on the transfers attached to or endorsed on the
certificate(s). If the "Special Issuance Instructions" box is completed, then
the signature(s) must be guaranteed as specified in Instruction 3 below.

If the letter of transmittal, or any endorsement or stock power
required by Instruction 3, is signed by a trustee, executor, administrator,
guardian, officer of a corporation, attorney-in-fact or other person acting in a
fiduciary or representative capacity, the person signing must give his or her
full title in such capacity and enclose appropriate evidence of his or her
authority to so act. If additional documents are required by the exchange agent,
you will be advised by letter.

3. ENDORSEMENT OF CERTIFICATE(S); MEDALLION GUARANTEE. If the BXS stock
certificates and/or checks are to be issued in the same name as the registered
holder(s) of the surrendered BHC stock certificate(s), such certificate(s) need
NOT be endorsed or accompanied by separate stock powers and the signature(s)
need NOT be guaranteed. If, however, any BXS stock certificate and/or a check is
to be issued in a name different from that of the registered holder(s), then (i)
the BHC certificate(s) must be duly endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s), (ii) the signature of endorsement
for transfer on such certificate or separate stock powers must be guaranteed by
a financial institution that is a member of a Securities Transfer Association
approved medallion program such as STAMP, SEMP or MSP, (iii) the person
surrendering such certificate(s) must remit to the exchange agent the amount of
any transfer or other taxes payable by reason of the issuance or payment to a
person other than the registered holder(s) of the certificate(s) surrendered, or
establish to the satisfaction of the exchange agent that such tax has been paid
or is not applicable, and (iv) the "Special Issuance Instructions" box must be
completed.

4. LOST OR DESTROYED COMMON STOCK CERTIFICATES. If any of your BHC
certificates have been lost, stolen or destroyed, please check the box on the
front, fill in the blank to show the number of shares and return the
certificate(s) that you do have along with the document in the enclosed brown
envelope. You will be instructed as to the steps you must take in order to
receive a certificate for BXS stock and/or a check in accordance with the merger
agreement. Such steps will involve the execution of lost certificate affidavits,
the issuance of replacement certificates and, if required by BXS, provision of a
lost instrument bond.

5. ADDITIONAL COPIES. Additional copies of the letter of transmittal
may be obtained from the exchange agent at the mailing address set forth above
or by telephone at 1-800-568-3476.

6. INQUIRIES. All questions regarding appropriate procedures for
surrendering stock certificate(s) should be directed to the exchange agent at
the mailing address set forth above or by telephone at 1-800-568-3476.

7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If new BXS stock
certificate(s) and/or a check are to be issued in the name of someone other than
the person(s) signing the letter of transmittal, indicate in Special Issuance
Instructions the name and address of the person in whose name such
certificate(s) and/or check are to be

issued. In such event, follow Instruction 3 above. Indicate in Special Delivery
Instructions the name and address to which the new certificate and/or check are
to be sent if they are to be sent (i) to someone other than the person(s)
signing the letter of transmittal or (ii) to the person(s) signing the letter of
transmittal at an address other than that appearing on the label on the front of
the letter of transmittal.

8. FRACTIONAL SHARES. No certificate for fractional shares will be
issued. In lieu thereof a BHC shareholder shall be paid an amount in cash
(without interest) equal to such fraction multiplied by $22.772.

9. DIVIDENDS ON SHARES OF BXS STOCK. It is important that the BHC stock
certificate(s) be surrendered promptly because UNTIL SO SURRENDERED THE HOLDER
THEREOF WILL NOT RECEIVE ANY DIVIDENDS OR OTHER DISTRIBUTIONS ON SHARES OF BXS
STOCK. Upon surrender, there shall be paid any dividends or other distributions
having a record date after the effective date of the merger and payable between
the effective date of the merger and the time of such surrender.

10. SUBSTITUTE FORM W-9. Each non-exempt shareholder must provide the
exchange agent with a correct Taxpayer Identification Number on Substitute Form
W-9, which is provided below, to indicate whether the shareholder is subject to
backup withholding by checking the appropriate box in Part 2 of the form and to
date and sign the form in the spaces indicated. Failure to provide the
information on the form may subject the shareholder to a 28% federal income tax
withholding on any cash payment. The box in Part 3 of the form may be checked if
the shareholder has not been issued a Taxpayer Identification Number and has
applied for a number or intends to apply for a number in the near future. If the
box in Part 3 is checked and the exchange agent is not provided with a Taxpayer
Identification Number within 60 days, the exchange agent will withhold 28% of
the cash payment until a Taxpayer Identification Number is provided to the
exchange agent.

11. NON-CONSUMMATION OF MERGER. No payments of merger consideration
will be made before the consummation of the merger or if the merger agreement is
terminated. If the merger agreement is terminated for any reason, the exchange
agent will return all BHC stock certificates to their record owners.

LETTER OF TRANSMITTAL

Ladies and Gentlemen:

In connection with the merger agreement between BXS and BHC, I hereby
transmit to you for exchange, on the terms and conditions of the merger
agreement and this letter of transmittal, certificate(s) for shares of BHC stock
as described below.

Please mail to the undersigned, as instructed below, a new certificate
for the number of whole shares of the common stock of BXS and/or the cash
(including cash in lieu of fractional shares of BXS stock, if any) to which I am
entitled based on the enclosed election form, after any necessary adjustments to
the merger consideration pursuant to the terms of the merger agreement.

I hereby represent and warrant that (i) I am the record owner of the
shares represented by the certificate(s) hereby delivered, (ii) I have full
right, power, legal capacity and authority to sell, transfer and deliver such
certificate(s), free and clear of all liens, charges and encumbrances and not
subject to any adverse claims, and (iii) there is no limitation or restriction
on the sale, transfer and delivery of such certificate(s). I will, upon request,
execute any additional documents necessary or desirable to complete the sale,
transfer and cancellation of the shares of BHC stock represented by the
certificate(s) hereby delivered.

NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) CERTIFICATE(S) SURRENDERED
(PLEASE CORRECT ANY ERRORS) (ATTACH ADDITIONAL SIGNED SCHEDULE, AS NECESSARY)
- ------------------------------------------------------------------------------------------------------

NUMBER OF SHARES
REPRESENTED BY
CERTIFICATE NO(S). CERTIFICATE NO(S).
--------------------------- --------------------

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

TOTAL SHARES:
--------------------------------------------------

[ ] If any of the certificates has been lost, stolen or destroyed, check this
box and see Instruction 4. Please fill out the remainder of this letter of
transmittal and indicate here the number of shares of BHC stock represented
by the lost, stolen or destroyed certificates.

___________ (Number of Shares)

Certificates must be endorsed and signatures guaranteed if the new
certificates for shares of BXS stock are to be registered in the name of anyone
other than the registered holder or mailed to any person(s) other than the
person(s) signing this transmittal form.

SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 3 AND INSTRUCTION 7) (SEE INSTRUCTION 7)

Fill in ONLY if BXS stock and/or check(s) are to Fill in ONLY if BXS stock and/or check(s) are
be issued in a name other than the name appearing to be delivered to someone other than the
above. undersigned or to the undersigned at an address
other than that shown above.
Name: ---------------------------------------------
(Please Print: First, Middle & Last Name) Name: --------------------------------------------
(Please Print: First, Middle & Last Name)
Address: ------------------------------------------
(Number and Street) Address: -----------------------------------------
(Number and Street)
- ---------------------------------------------------
(City, State) (Zip Code) --------------------------------------------------
(City, State) (Zip Code)
- ---------------------------------------------------
(Tax Identification or Social Security Number)

BXS hereby reserves the absolute right to reject any and all
certificates or letters of transmittal not in proper form or to waive any
irregularities or defects in the surrender of any certificates, and its
interpretation of the terms and conditions of the merger agreement and this
letter of transmittal with respect to such irregularities and defects shall be
final and binding. All authority herein conferred shall survive my death or
incapacity, and all of my obligations hereunder shall be binding on my heirs,
personal representatives, successors or assigns.

PLEASE SIGN HERE

X-------------------------------------------- Dated:----------------------, 2004

(Must be signed by registered holder(s) exactly as name(s)
appear(s) on certificate(s) or by person(s) to whom the shares of BHC stock
surrendered have been assigned and transferred as evidenced by endorsements or
stock powers transmitted herewith, with signatures guaranteed. If signing is by
a trustee, executor, administrator, guardian, officer of a corporation,
attorney-in-fact or other person acting in a fiduciary or representative
capacity, please set forth full title and endorse proper evidence of authority
to so act.) (See Instruction 2.)

- --------------------------------------------------------------------------------
(Area Code and Telephone Number)

- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)

Signature(s) Guaranteed by
-----------------------------------------------------
(Only if required. See Instruction 3.)

- --------------------------------------------------------------------------------
(If Required, Title of Officer Signing this Guarantee)

- --------------------------------------------------------------------------------
(If Required, Name of Guaranteeing Firm - Please Print)

- --------------------------------------------------------------------------------
(If Required, Address of Guaranteeing Firm)

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a shareholder must provide the
exchange agent with the shareholder's current Taxpayer Identification Number
("TIN") on Substitute Form W-9. If such shareholder is an individual, the TIN is
her or her social security number. If the exchange agent is not provided with
the correct TIN, the shareholder may be subject to a $50 penalty imposed by the
IRS. In addition, any cash payment made to such shareholder may be subject to
backup withholding at the rate of 28%.

Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that shareholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the exchange agent. See the Guidelines for
Certification of TIN on Substitute Form W-9 below for additional instructions.

If backup withholding applies, the exchange agent is required to
withhold 28% of any cash payment made to the shareholder. Backup withholding is
not an additional tax. Rather, the tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in any overpayment of taxes, a refund from the IRS may be obtained.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on any cash payment made to a
shareholder, the shareholder is required to notify the exchange agent of his or
her correct TIN by completing the attached Substitute Form W-9 and certifying
that the TIN provided on the form is correct (or that such shareholder is
awaiting a TIN). In addition, the shareholder must complete Part 2 of the form,
check the appropriate box, and date and sign as indicated.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

The shareholder is required to give the exchange agent the social
security number or employer identification number of the record owner of the
shares being surrendered. If the shares are in more than one name or are not in
the name of the actual owner, consult the Guidelines for Certification of TIN on
Substitute Form W-9 below for additional guidance on which number to report.

PAYER'S NAME: BANCORPSOUTH, INC.

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

_____________________________
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number
Form W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW. OR _____________________________
Employer Identification Number

-------------------------------------------------------------------------------------
Part 2 -- Check the box below. I am (we are) NOT subject to backup withholding under
the Internal Revenue Code because (a) I am (we are) exempt from backup withholding,
or (b) I (we) have not been notified that I am (we are) subject to backup withholding
as a result of failure to report all interest or dividends, or (c) the Internal
Revenue Service has notified me (us) that I am (we are) no longer subject to backup
withholding.

[ ] Correct [ ] Not Correct

-------------------------------------------------------------------------------------
CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT
Payer's Request for THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND Part 3 --
Taxpayer Identification COMPLETE. I AM A U.S. PERSON. [ ] Awaiting TIN
Number
("TIN") SIGNATURE:___________________________________________

DATE: ______________________________________, 200____

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

For assistance in completing this form, call SunTrust Bank at 1-800-568-3476 and
also see Instruction 10 and "Important Tax Information" above.

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY CASH PAYMENT (IF ANY) MADE TO YOU WITH
RESPECT TO SHARES OF BHC STOCK SURRENDERED IN CONNECTION WITH THE
MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.

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

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
because I have not provided a taxpayer identification number, 28% of all
reportable payments made to me thereafter will be withheld until I provide a
number. If I provide a properly certified taxpayer identification number within
60 days, you will refund the tax if I so request.

________________________________________________________ ___________, 2004
Signature Date

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

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.

- --------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF -
- --------------------------------------------------------------------------------

1. An individual's account The individual

2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals(1)

3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person(1)

4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)

5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the minor(1)

6. Account in the name of The ward, minor or
guardian or committee for a incompetent person(3)
designated ward, minor or
incompetent person

7. a. The usual revocable The grantor trustee(1)
savings trust account
(grantor is also
trustee)

b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law

8. Sole proprietorship or The owner(4)
single-owner limited
liability company account

- --------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
IDENTIFICATION
NUMBER OF -
- --------------------------------------------------------------------------------

9. A valid trust, estate or Legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)

10. Corporate or limited The corporation
liability company electing
corporate status on Form 8832

11. Religious, charitable or The organization
educational organization
account

12. Partnership or multi-member The partnership
limited liability company

13. Association, club or other The organization
tax-exempt organization

14. A broker or registered nominee The broker or nominee

15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a
State or local government,
school district or prison)
that receive agricultural
program payments

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. You must show your individual name, but you may
also enter your business or "DBA" name. You may use either your SSN or EIN
(if you have one).
(5) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

o An organization exempt from tax under section 501(a) or an individual
retirement plan.

o The United States or any agency or instrumentality thereof.

o A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.

o A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.

o An international organization or any agency, or instrumentality
thereof.

Other Payees MAY be exempt from backup withholding:

o A corporation.

o A financial institution.

o A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.

o A real estate investment trust.

o A common trust fund operated by a bank under section 584(a).

o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1).

o An entity registered at all times under the Investment Company Act of
1940.

o A foreign central bank of issue.

o Certain payments other than interest, dividends, and patronage
dividends, that are not subject to information reporting are also not
subject to backup withholding. For details, see the regulations under
sections 6041, 6041A(a), 6049 and 6050N.

DIVIDENDS AND PATRONAGE DIVIDENDS.

o Payments to nonresident aliens subject to withholding under section
1441.

o Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.

o Payments of patronage dividends where the amount received is not paid
in money.

o Payments made by certain foreign organizations.

o Payments made to a nominee.

INTEREST PAYMENTS.

o Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payer.

o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).

o Payments described in section 6049(b)(5) to nonresident aliens.

o Payments on tax-free covenant bonds under section 1451.

o Payments made by certain foreign organizations.

o Payments made to a nominee.

Exempt payees described above should file FORM W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.

(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.

(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.