Bank of Mississippi, Volunteer Bank to Begin Operating Under New Name -- BancorpSouth Bank; Vicksburg Merger Consummation Announced.

TUPELO, Miss.--(BUSINESS WIRE)--Dec. 4, 1998--With today's announcement of the merger of Merchants Capital Corporation of Vicksburg, Miss., BancorpSouth, Inc. (NYSE:BXS) said effective immediately its banks would operate under one name, BancorpSouth Bank.

"The confidence our customers show in us has made this one of the 100 largest banking companies in America and a Southeastern super community banking system," says BancorpSouth Chairman and CEO Aubrey B. Patterson. "Geographically we have grown to a three-state banking company with more than 150 offices serving 50 cities. Plus, we have pending mergers in Alabama that will add additional locations and cities to our service area.

"Our customers are used to the name BancorpSouth. We have been using it regularly on bank statements, literature and official correspondence. As with any change, however, it takes some time for the new name to be as familiar as the one we are use to. We are asking our customers, employees and shareholders to embrace the name `BancorpSouth' as we continue to meet their financial needs," Patterson concluded.

In June 1997, BancorpSouth, Inc., officially merged its banking subsidiaries, Bank of Mississippi and Volunteer Bank, into BancorpSouth Bank, but continued to operate under separate names.

Patterson also announced today the merger with Merchants Capital Corporation which operates Merchants Bank of Vicksburg, Edwards and Utica. "The merger adds four additional banking locations to its presence in Vicksburg," Patterson added. "With this merger, we began using the name BancorpSouth Bank in Vicksburg and in all of our Mississippi and Tennessee locations. We have changed our name to allow us to expand into other states while operating under one banner. We are already operating as BancorpSouth in Alabama," he stated.

Merchants' Chairman Hal Gage said, "We are pleased to have BancorpSouth as our partner. Their financial strength, broad product offering and community bank commitment make the merging of our companies a perfect fit. Additionally, this merger allows us to provide additional banking opportunities to our customers and affords us greater resources to build the communities we serve."

BancorpSouth Chairman and CEO Aubrey Patterson commented, "Our growth in Vicksburg is a logical extension in our expansion plans, and Merchants Capital Corporation is the ideal partner. As a super community bank, we look for partners that share our banking philosophies of providing quality personal service and maintaining the highest asset quality. We are pleased that the officers and staff of Merchants Bank will now be important members of the BancorpSouth family."

With the completion of the merger with Merchants, BancorpSouth has assets of $5.0 billion. Currently BancorpSouth has mergers pending with the $147 million asset First Corporation which is the holding company for First National Bank of Opelika and Auburn, Ala., and the $155 million asset HomeBanc Corporation with banking locations in Guntersville, Albertville, Arab and Boaz, Ala.