Prospectus excerpt:  If you purchase the preferred securities, as an undivided beneficial owner of the junior subordinated debt securities, you will be entitled to receive cumulative cash distributions at an annual rate of 8.15%. Interest on the junior subordinated debt securities will accrue, and as a result distributions on the preferred securities will accumulate, from the date of issuance, and will be paid quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning March 31, 2002, unless they are deferred as described below.

We will redeem all of the outstanding preferred securities when the junior subordinated debt securities are repaid at maturity. The junior subordinated debt securities are scheduled to mature on January 28, 2032.

In addition, if BancorpSouth redeems any junior subordinated debt securities before their maturity, we will use the cash we receive on the redemption of the junior subordinated debt securities to redeem, on a proportionate basis, the preferred securities and the common securities. BancorpSouth can redeem the junior subordinated debt securities before their maturity at 100% of their principal amount plus accrued and unpaid interest in whole or in part on one or more occasions any time on and after January 28, 2007, or in whole at any time if certain changes occur in tax or investment company laws and regulations or in the treatment of the preferred securities for bank regulatory purposes. These circumstances are more fully described below under the caption ôDescription of the Preferred Securities ù Mandatory Redemptionö in this prospectus supplement.