BancorpSouth Announces Merger With Mississippi's Largest Insurance Agency.

TUPELO, Miss.--(BUSINESS WIRE)--April 26, 1999--

BancorpSouth, Inc. (NYSE:BXS), announced today that it has entered into an agreement to merge with Mississippi's largest insurance brokerage organization, Stewart Sneed Hewes Group and its related interests of Gulfport, Miss. The merger expands BancorpSouth's comprehensive financial services and strengthens the company's existing insurance product lines. As a regional financial services provider, BancorpSouth will provide property and casualty, life, health and employee benefits coverages to its customers.

"Our planned merger with Stewart Sneed Hewes will allow us to provide a more comprehensive level of financial service including risk management and business planning," said Aubrey Patterson, chairman and chief executive officer, BancorpSouth. "The company has almost 100 years of growth and success, and we are already working together on our plan that will determine how we can best deliver our combined services to our mutual customers."

Patterson added, "the planned merger is expected to be immediately accretive to earnings per share."

The merger will be a stock-for-stock transaction between the companies and accounted for as a pooling of interests. Stewart Sneed Hewes will retain its name and its employees.

"Our management team is very excited about the tremendous opportunity for us to expand and grow our operation throughout Mississippi, Alabama, and Tennessee," said John B. Sneed, partner at Stewart Sneed Hewes Group. "With the bank's capital and our expertise we can position ourselves to make more acquisitions and also grow through cross-selling relationships. We are an old, but young, organization, having begun in 1905 but with a management team ranging in age from early 30's to early 50's. We are proud to be a part of BancorpSouth."

Founded in 1905, Stewart Sneed Hewes specializes in commercial lines of insurance and offers a full array of property and casualty, life, health, and employee benefits products and services. Over the years, the company has grown through acquisition and internal production to become not only the largest insurance brokerage organization in the state, but also among the top 75 of the estimated 40,000 insurance agencies in the United States. Headquartered in Gulfport, Miss., the company currently has 104 employees at five different locations throughout Miss.

BancorpSouth, founded in 1876, now has 167 locations covering three states - Miss., Tenn., and Ala. In 1998, the Company grew from $4.2 billion in assets to its current $5.5 billion at March 31, 1999. BancorpSouth will continue to provide its insurance and risk management services through its BancorpSouth Insurance Services subsidiary offering life, health, disability and long-term care coverage together with annuities and mutual funds.

BancorpSouth's common stock is traded on the New York Stock Exchange under the symbol (BXS).

Certain statements contained herein may not be based on historical facts and are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as "anticipate," "estimate," "expect," "foresee," "may," "will," "would," future or conditional verb tenses, similar terms, variations on such terms or negatives of such terms. Actual results could differ materially from those indicated in such statements due to a variety of factors, including, but not limited to, international, national, regional or local economic environments, government fiscal and monetary policies, prevailing interest or currency rates, effectiveness of interest rate, currency and other hedging strategies, laws and regulations affecting financial institutions, (including regulatory fees and capital requirements), asset/liability risks, loan servicing effectiveness, the ability to identify and integrate acquisitions and investment opportunities, the financial and securities markets, allowances for loan losses, geographic concentrations of assets (temporary or otherwise), availability of and costs associated with obtaining adequate and timely sources of liquidity, dependence on existing sources of funding, Year 2000 compliance, other factors generally understood to affect the financial results of financial service companies and other risks detailed from time to time in BancorpSouth's reports and filings with the Securities and Exchange Commission, including its Registration Statements and its periodic reports on Forms 10-Q, 8-K and 10-K.