AMENDED AND RESTATED BYLAWS
                                       OF
                               BANCORPSOUTH, INC.
 
                               ARTICLE I. OFFICES
 
              The principal office of BancorpSouth, Inc. (the "Corporation") 
shall be located in the City of Tupelo, County of Lee, State of Mississippi. The
Corporation may have such other offices either within or without the State of
Mississippi, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
 
                              ARTICLE II. MEETINGS
 
SECTION 1.  General
 
              All meetings of the shareholders of the Corporation shall be
held at such place (either within or without the state), date and time as may be
set forth in these bylaws or as shall be determined from time to time by the
Board of Directors; and the place, date and time of such meeting shall be stated
in the notice and call of the meeting.
 
SECTION 2.  Annual Meeting
 
              An annual meeting of the shareholders of the Corporation shall
be held during the third, fourth or fifth month following the end of the
Corporation's fiscal year on such date as may be fixed by resolution of the
Board of Directors. The business to be transacted at such meeting shall be the
election of directors and such other business as shall be properly brought
before the meeting. If the election of directors is not held on the date
determined by the Board of Directors for any annual meeting, or at any
adjournment of such meeting, the Board of Directors shall call a special meeting
of the shareholders as soon as conveniently possible thereafter. At such special
meeting the election of directors shall take place and such election and any
other business transacted thereat shall have the same force and effect as if
transacted at an annual meeting duly called and held.
 
SECTION 3.  Special Meeting
 
              Special meetings of the shareholders, unless otherwise required
by law, may be called at any time by the Chief Executive Officer or Secretary
and shall be called by the Chief Executive Officer or Secretary at the request
in writing of a majority of the Board of Directors or of shareholders owning not
less than a majority of the entire capital stock of the Corporation issued and
outstanding and entitled to vote at such meeting. Such written request must
state the purpose or purposes for which the meeting is called and the person or
persons calling the meeting.
 
SECTION 4.  Notice of Meeting
 
              Written notice stating the place, day and hour of the meeting,
and in case of special meeting the purpose or purposes for which the meeting is
called, shall, unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Chief Executive
Officer and/or President, the Secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
 
 
<PAGE>   2
 
 
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation with postage paid thereon.
 
SECTION 5.  Fixing of Record Date
 
              For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors of
the Corporation may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If no record date is fixed for the
determination of shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original meeting
in which event the Board of Directors shall fix a new record date.
 
SECTION 6.  Voting List
 
              The officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the shareholders
entitled to notice of a meeting of shareholders or any adjournment thereof,
arranged by voting group (and within each voting group by class or series of
shares), and in alphabetical order, with the address of and the number of shares
held by each shareholder. The list shall be available for inspection beginning
two (2) business days after notice of the meeting is given for which the list
was prepared and continuing through the meeting, at the principal office of the
Corporation and shall be subject to inspection on written demand by any
shareholder, his agent or attorney at any time during regular business hours.
Such list shall also be available at the time and place of the meeting and shall
be subject to the inspection of any shareholder, his agent or attorney during
the time of the meeting or any adjournment. The original stock transfer books
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or transfer book or to vote at any meeting of shareholders.
 
SECTION 7.  Quorum
 
              A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders,
except that two-thirds of the shares entitled to vote shall constitute a quorum
for the transaction of business at a special meeting of shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the Restated Articles of Incorporation of
the Corporation or applicable law requires a greater number of affirmative
votes. If less than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. The shareholders present
at a duly organized meeting may continue to transact business for that meeting
and for any adjournment thereof, unless a new record date must be set for that
adjourned meeting, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
 
 
<PAGE>   3
 
SECTION 8.  Proxies
 
              At all meetings of shareholders, a shareholder may vote his
shares either in person or by proxy. A shareholder or his agent or attorney in
fact may appoint a proxy to vote or otherwise act for the shareholder by signing
an appointment form, by electronic transmission or by any other method or means
permitted under the laws of the State of Mississippi. No proxy shall be valid
after eleven (11) months from the date of execution, unless otherwise expressly
provided in the appointment form, electronic transmission or other applicable
method or means of appointment.
 
SECTION 9.  Voting of Shares
 
              Each outstanding share entitled to vote shall be entitled to one
(1) vote upon each matter submitted to a vote at a meeting of the shareholders.
 
SECTION 10.  Voting of Shares by Certain Holders
 
              Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the bylaws of such corporation may prescribe, or
in the absence of such provision as the board of directors of such corporation
may determine.
 
              Shares held by an administrator, executor, guardian, or
conservator may be voted by him, either in person or by proxy without a transfer
of such shares into his name.
 
              Shares standing in the name of a receiver may be voted by such
receiver and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
 
              A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
 
              Shares of its own stock owned by the Corporation or by any other
corporation, the majority of whose voting shares are owned, directly or
indirectly, by the Corporation, shall not be voted at any meeting, and shall not
be counted in determining the total number of outstanding shares at any given
time, except for any shares of the Corporation which are held in a fiduciary
capacity.
 
SECTION 11.  Nominations for Director
 
              At least forty-five (45) days prior to the date of the meeting
of shareholders at which directors are to be elected, the Board of Directors, or
a nominating committee appointed by the Board, shall nominate candidates for
election to the Board of Directors to be elected at such meeting. Any
shareholder who desires to recommend for nomination, intends to nominate or to
cause to have nominated any candidate for election to the Board of Directors
(other than the candidates proposed by the Board or a nominating committee
thereof) shall deliver written notice to the Chief Executive Officer of the
Corporation not less than ninety (90) days prior to the date of such meeting.
Such written notice shall contain the following information to the extent known
by the nominating shareholdersthe name and address of each proposed nominee;
the principal occupation of each proposed nominee; the name and residence
address of the notifying shareholder; and the number of shares owned by the
notifying shareholder. Any nomination for director by a shareholder not made in
accordance with the provisions of this section shall be disregarded by the
presiding officer of the meeting, and upon his instructions all votes cast for
each such nominee shall be disregarded.
 
 
<PAGE>   4
 
SECTION 12.  Action by Shareholders Without Meeting
 
              Unless otherwise provided by law, any action required to be taken 
at a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the actions so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
 
SECTION 13.  Presiding Officer
 
              Meetings of the shareholders shall be presided over by the Chief
Executive Officer of the Corporation, or if he is not present, by an officer
ranking at least as high as Vice President, or if neither the Chief Executive
Officer nor such an officer is present, by a chairman to be chosen by a majority
of the shareholders entitled to vote at such meeting. The Secretary of the
Corporation or an Assistant Secretary as designated by the Secretary, shall act
as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present, the shareholders entitled to vote at such meeting shall
choose any person present to act as secretary of the meeting.
 
SECTION 14.  Conduct of Meetings
 
              Meetings of shareholders generally shall follow accepted rules of
parliamentary procedure subject to the following:
 
              (a)   The chairman of the meeting shall have absolute authority
                    over the matters of procedure, and there shall be no appeal
                    from the ruling of the chairman. If, in his absolute
                    discretion, the chairman deems it advisable to dispense with
                    the rules of parliamentary procedure as to any one meeting
                    of shareholders or part thereof, he shall so state and shall
                    clearly state the rules under which the meeting or
                    appropriate part thereof shall be conducted.
 
              (b)   If disorder should arise which prevents the continuation of
                    the legitimate business of the meeting, the chairman may
                    quit the chair and announce the adjournment of the meeting;
                    and upon his so doing, the meeting is immediately adjourned.
 
              (c)   The chairman may ask or require that anyone not a bona fide
                    shareholder or proxy leave the meeting.
 
              (d)   A resolution or motion shall be considered for vote only if
                    proposed by a shareholder or a duly authorized proxy and
                    seconded by a shareholder or duly authorized proxy other
                    than the individual who proposed the resolution or motion.
 
              (e)    Subject to the provisions of Rule 14a-8 promulgated under
                    the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act"), or any successor rule, and except as the
                    chairman may permit, no matter shall be presented to the
                    meeting which has not been submitted for inclusion in the
                    agenda at least thirty (30) days prior to the meeting.
 
                         ARTICLE III. BOARD OF DIRECTORS
 
SECTION 1.  General Powers
 
              The business and affairs of the Corporation shall be managed by
the Board of Directors.
 
SECTION 2.  Number and Tenure of Directors and Qualifications
 
 
<PAGE>   5
 
              The number of directors of the Corporation shall be not less
than nine (9) nor more than twenty-four (24) directors. Each director shall hold
office for the term provided in the Restated Articles of Incorporation, and
until his successor shall have been elected and qualified. At each annual
meeting of shareholders, the shareholders shall elect directors to hold office
for the term provided in the Restated Articles of Incorporation, and the
Chairman, or the Secretary of the meeting shall notify the directors-elect of
their election. Each and every director of this Corporation must be the owner,
in his or her own right, of unencumbered stock therein in the amount of at least
two hundred dollars ($200.00) par value.
 
SECTION 3.  Regular Meetings
 
              Following (but not necessarily on the same date as) the annual
meeting of the shareholders, the Board of Directors shall convene, for the
purpose of an organizational meeting, organizing the new Board and electing
Board officers, electing the officers of the Corporation and transacting such
other business as may properly come before the meeting.
 
              All meetings of the Board of Directors shall be held at such
place, date and time as may be set forth in these bylaws or as shall be
determined from time to time by the Board of Directors; and the place, date and
time of such meeting shall be stated in the notice and call of the meeting,
provided, however, that in any event, the Board of Directors shall meet at least
quarterly, in the months of January, April, July and October, including the
annual meeting to be held in April.
 
SECTION 4.  Special Meetings
 
              Special meetings of the Board of Directors shall be held at
any time upon call of the Chief Executive Officer or on the written request of
three (3) Directors or the Secretary.
 
SECTION 5.  Notice of Meetings
 
              Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the directors.
 
              Notice of special meetings of the Board of Directors shall be
given verbally or in writing by the Secretary by mailing a copy of such notice
to the known postal address of the director not less than two (2) days prior to
the date of the meeting; and the place, date and time of the meeting shall be
stated in the notice.
 
              Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director at the beginning of the meeting
objects to holding the meeting or to the transaction of any business at the
meeting and thereafter does not vote for or assent to action taken at the
meeting.
 
              The foregoing paragraphs of this Section 5 shall also apply to
meetings of committees of the Board of Directors and their members, provided
that notice of special meetings shall be given by or upon the authority of the
chairman of such committee.
 
SECTION 6.  Quorum
 
              The presence of not less than a majority of the whole Board of
Directors, excluding any vacancies which may exist, shall be required at all
regular and special meetings to constitute a quorum.
 
SECTION 7.  Manner of Acting
 
              The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
 
 
<PAGE>   6
 
SECTION 8.  Action Without a Meeting
 
              Any action that may be taken by the Board of Directors at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so to be taken shall be signed by all the directors. Any action taken
by written consent shall be effective when the last director signs the consent,
unless the consent specifies a different effective date.
 
SECTION 9.  Vacancies
 
              Any vacancies occurring in the Board of Directors or any
directorship to be filled by reason of an increase of the number of directors
shall be filled by election at an annual meeting of shareholders or a special
meeting of the shareholders called for that purpose. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
 
SECTION 10.  Removal from Office
 
              Directors may be removed from office only for cause (as defined in
the Restated Articles of Incorporation) at a special meeting of the shareholders
called expressly for that purpose. Such removal shall be in accordance with the
statutes of the State of Mississippi which set forth the methods to be followed
in said removal procedure.
 
SECTION 11.  Compensation
 
              No stated salary shall be paid to directors for their services,
but each director shall receive compensation, as may be determined from time to
time by the Board of Directors for services on said Board for attendance at
regular and committee meetings of the Board. Each director may be paid his
expenses, if any, as determined from time to time by the Board of Directors.
 
SECTION 12.  Presumption of Assent
 
              A director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action unless (a) he objects at the beginning
of the meeting to holding it or to the transaction of business at the meeting,
(b) his dissent shall be entered in the minutes of the meeting, or (c) he
delivers his written dissent to such action to the presiding officer of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
 
SECTION 13.  Appointment of Committees
 
              The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its members an executive
committee and one or more other committees, each of which, to the extent
provided in such resolution or in the Articles of Incorporation or the bylaws of
the Corporation, shall have and may exercise all the authority of the Board of
Directors, subject to such limitations as shall be prescribed by law.
 
 
<PAGE>   7
 
                              ARTICLE IV. OFFICERS
 
SECTION 1.  Number
 
              The officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. Such other officers (including Chairman of the Board)
as may be deemed necessary may be elected from time to time by the Board of
Directors. Any two (2) or more offices may be held by the same person, except
the offices of President and Secretary.
 
SECTION 2.  Election and Term of Office
 
              The officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be done. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or be removed
in the manner hereinafter provided.
 
SECTION 3.  Removal
 
              Any officer or agent may be removed by the Board of Directors,
whenever in its judgment the best interest of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
 
SECTION 4.  Vacancies
 
              A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
 
SECTION 5.  Chairman of the Board
 
              The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and at all meetings of the shareholders. The
Chairman may direct the President or a senior officer to preside at any meeting
of the Board or of the shareholders. The Chairman of the Board shall be an
ex-officio member of all committees of the Board of Directors, except for any
committee which administers an employee benefit plan pursuant to the provisions
of Rule 16b-3 promulgated under the Exchange Act, where such officer is an
employer of the Corporation or any subsidiary of the Corporation, or where
membership of such committee is prohibited by or inconsistent with applicable
law, regulation or rules.
 
SECTION 6.  Chief Executive Officer
 
              The Chief Executive officer (who shall be the Chairman of the
Board if so designated by the Board of Directors or President) shall have
general supervision of the policies and operations of the Corporation subject to
the direction and control of the Board. The Chief Executive Officer shall direct
the management of the Corporation and shall perform such other duties as may be
assigned to him, from time to time, by the Board of Directors. He shall cause to
be kept accurate books of account of the business of the Corporation which shall
at all times be open to inspection of the directors. He shall render, or cause
to be rendered, to the shareholders annual reports in writing of the business
and condition of the Corporation, and similar reports to the Board of Directors
at the regular meetings. The Chief Executive Officer shall have full power to
sign, execute and deliver on behalf of the Corporation all papers necessary to
be signed, executed and delivered in carrying on the business of the Corporation
and such other papers as he may be directed to sign by the Board of Directors.
The Chief Executive Officer shall be an ex-officio member of all committees of
the Board of Directors, except for any committee which administers an employee
benefit plan pursuant to the provisions of Rule 16b-3 promulgated under the
Exchange Act, where such officer is an employer of the Corporation or any
 
<PAGE>   8
 
subsidiary of the Corporation, or where membership of such committee is
prohibited by or inconsistent with applicable law, regulation or rules.
 
SECTION 7.  President
 
              The President shall participate in the general supervision of the
policies and operations of the Corporation subject to the direction and control
of the Chief Executive Officer. He shall prescribe the duties of the other
officers and employees and see to the proper performance thereof. The President
shall have full power to sign, execute, and deliver on behalf of the Corporation
all papers necessary to be signed, executed and delivered in carrying on the
business of the Corporation and such other papers as he may be directed to sign
by the Board of Directors. The President shall be a member of those committees
of the Board of which he is appointed by the Board of Directors.
 
SECTION 8.  Vice President
 
              In the absence of the President or in event of his death,
inability or refusal to act, unless the Board of Directors has designated by
resolution another officer (by title or by name), the Vice President shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President shall perform such other duties as from time to time may be assigned
to him by the Chief Executive Officer or by the Board of Directors.
 
SECTION 9.  Secretary
 
              The Secretary shall(a) keep the minutes of the proceedings of
the shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized and required by law; (d) keep
a register of the postal address of each shareholder which shall be furnished to
the Secretary by such shareholder; (e) sign with the Chief Executive Officer
and/or the President, certificates for shares of the Corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chief Executive
Officer or by the Board of Directors.
 
SECTION 10.  Treasurer
 
              The Treasurer shall(a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article VI of these bylaws; and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the Chief Executive Officer or by
the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.
 
SECTION 11.  Salaries
 
              The salaries of the Officers shall be fixed from time to time by
the Board of Directors.
 
<PAGE>   9
 
 
                           ARTICLE V. INDEMNIFICATION
 
SECTION 1. Indemnification Other Than in Actions by or in the Rights of the
Corporation
 
           Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be indemnified by the
Corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the fullest extent provided in the
Restated Articles of Incorporation and by law. The termination of any action,
suit, or proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed, in the case of conduct in his official capacity, to be in the best
interests of the Corporation and in all other cases, that his conduct was not
opposed to the Corporation's best interests or, with respect to any criminal
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
 
SECTION 2. Indemnification in Actions by or in Right of the Corporation
 
           Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall be indemnified by the
Corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit except that no indemnification shall be made in respect of any claim,
issue, or matter as to which such person shall have been adjudged to have
breached his duty to the Corporation to discharge his duties in good faith and
with the care which an ordinarily prudent person in a like position would
exercise under similar circumstances, and in a manner he reasonably believes to
be in the best interests of the Corporation, unless and only to the extent that
the court in which such action or suit has been brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
 
SECTION 3. Expenses
 
           To the extent that a person specified in Section 2 of this Article V 
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 or 2 of this Article V hereof, or in defense
of any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
 
SECTION 4. Authorization of Indemnification
 
           Any indemnification under Section 1 or 2 of this Article V hereof
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification is proper in the
circumstances because the indemnitee has met the standard of conduct set forth
in the applicable section. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel (who may be the regular counsel of the
Corporation) in a written opinion, or (c) by the holders of a majority of each
class of stock outstanding.
 
 
<PAGE>   10
 
SECTION 5. Advancing of Expenses
 
           Expenses incurred by a party to a proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit, or
proceeding as authorized by the Board of Directors in the manner provided in
Section 4 of this Article V upon receipt of an undertaking by or on behalf of
the payee to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Corporation as authorized herein.
 
SECTION 6. Indemnification hereunder Not Exclusive
 
           The indemnification provided herein shall not be deemed exclusive of
any other rights to which a party seeking indemnification may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.
 
SECTION 7. Insurance
 
           The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions hereof.
 
SECTION 8. Mergers
 
           For the purposes of Sections 1-7 of this Article V hereof, references
to the "Corporation" include all constituent corporations absorbed in a
consolidation or merger, as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee, or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the provisions hereof
with respect to the resulting or surviving corporation in the same capacity.
 
                ARTICLE VI. CONTRACT, LOANS, CHECKS AND DEPOSITS
 
SECTION 1. Contracts
 
             Any officer with the rank of Vice President or higher or as
designated by the Board of Directors may enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
 
SECTION 2. Loans
 
             No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
 
 
<PAGE>   11
 
SECTION 3. Checks, Drafts, etc.
 
             All checks, drafts, or other orders for the payment of money,
notes or other evidence of indebtedness issued in the name of the Corporation,
shall be signed by the Chief Executive Officer, President, Treasurer of the
Corporation or an officer designated by the Board of Directors and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.
 
SECTION 4. Deposits
 
             All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the Board of Directors may select.
 
             ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
 
SECTION 1. Certificates for Shares
 
             Certificates representing shares of the Corporation shall be in 
such form as shall be determined by the Board of Directors. Such certificates
shall be signed by the Chief Executive Officer and/or President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the proper officers designated by the Board of Directors may prescribe.
 
SECTION 2. Transfer of Shares
 
             Transfer of shares of the Corporation shall be made only on the
stock transfer books of the Corporation by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the transfer agent of the Corporation, and on surrender
for cancellation of the certificate of such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
 
                            ARTICLE VIII. FISCAL YEAR
 
             The fiscal year of the Corporation shall begin on the first (1st)
day of January and end on the thirty-first (31st) day of December in each year.
 
                              ARTICLE IX. DIVIDENDS
 
             The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Restated Articles of
Incorporation.
 
 
<PAGE>   12
 
                            ARTICLE X. CORPORATE SEAL
 
             The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name the Corporation
and the State of incorporation and the words, "Corporate Seal".
 
                          ARTICLE XI. WAIVER OF NOTICE
 
             Unless otherwise provided by law, whenever any notice is required
to be given to any shareholder or director of the Corporation under the
provisions of these bylaws or under the provisions of the Restated Articles of
Incorporation or under the provisions of the Mississippi Business Corporation
Act, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
 
                             ARTICLE XII. AMENDMENTS
 
             These bylaws may be altered, amended or repealed and new bylaws
may be adopted by the Board of Directors at any regular or special meeting of
the Board of Directors.
 
                        ARTICLE XIII. REVISED PROCEDURES
 
SECTION 1. Business to be Transacted at Meetings of Shareholders
 
             Notwithstanding ARTICLE II, SECTION 11, ARTICLE II, SECTION
14(d) and ARTICLE II, SECTION 14(e), upon completion of the annual meeting of
shareholders to be held in April 1999, this ARTICLE XIII shall apply in place
thereof and such sections shall thereafter be of no effect.
 
             (a) Director Nominations and Shareholder Business at Annual
Meetings of Shareholders
 
                    (1) No nominations of any person for election to the Board
             of Directors shall be made, and no business to be considered or
             acted upon by the shareholders of the Corporation shall be
             proposed, at any annual meeting of shareholders, except as shall
             be(i) specified in the Corporation's notice of meeting
             (including shareholder proposals included in the Corporation's
             proxy materials under Rule 14a-8 of Regulation 14A under the
             Securities Exchange Act of 1934, as amended (the "Exchange Act")),
             (ii) otherwise brought before the meeting by or at the direction
             of the Board of Directors, or (iii) a proper subject for the
             meeting and which is timely submitted by a shareholder of the
             Corporation entitled to vote at such meeting who complies fully
             with the notice requirements set forth in this subsection (a) in
             addition to any other applicable law, rule or regulation applicable
             to such meeting.
 
                   (2) For nominations of persons for election to the Board of
             Directors or other business to be properly submitted by a
             shareholder before any annual meeting under subsection (a)(1)(iii)
             above, a shareholder must give timely notice in writing of such
             business to the Secretary of the Corporation. To be considered
             timely, a shareholder's notice must be received by the Secretary
             at the principal office of the Corporation not earlier than the
             date which is one hundred twenty (120) calendar days nor later
             than the date which is ninety (90) calendar days before the first
             anniversary of the date on which the Corporation first mailed its
             proxy statement to shareholders in connection with the prior year's
             annual meeting of shareholders. However, if the Corporation did
             not hold an annual meeting during the previous year, or if the
             date of the applicable year's annual meeting has been changed by
             more than
 
 
<PAGE>   13
 
             thirty (30) calendar days from the first anniversary of the date
             of the previous year's meeting, then a shareholder's notice must
             be received by the Secretary not earlier than the date which is
             one hundred twenty (120) calendar days before the date on which
             the Corporation first mailed its proxy statement to shareholders
             in connection with the applicable year's annual meeting and not
             later than the date of the later to occur of (i) ninety (90)
             calendar days before the date on which the Corporation first mailed
             its proxy statement to shareholders in connection with the
             applicable year's annual meeting of shareholders or (ii) ten (10)
             calendar days after the Corporation's first public announcement
             of the date of the applicable year's annual meeting of 
             shareholders.
 
                 (3) A shareholder's notice to the Secretary to submit a
             nomination or other business to an annual meeting of shareholders
             shall set forth(i) the name and address of the shareholder;
             (ii) the class and number of shares of stock of the Corporation
             held of record and beneficially owned by such shareholder; (iii)
             the name(s), including any beneficial owners, and address(es) of
             such shareholder(s) in which all such shares of stock are
             registered on the stock transfer books of the Corporation; (iv) a
             representation that the shareholder intends to appear at the
             meeting in person or by proxy to submit the business specified in
             such notice; (v) a brief description of the business desired to
             be submitted to the annual meeting of shareholders, the complete
             text of any resolutions intended to be presented at the annual
             meeting and the reasons for conducting such business at the annual
             meeting of shareholders; (vi) any personal or other material
             interest of the shareholder in the business to be submitted; (vii)
             as to each person whom the shareholder proposes to nominate for
             election or reelection as a director all information relating to
             such person that is required to be disclosed in solicitations of
             proxies for election of directors, or is otherwise required, in
             each case pursuant to Regulation 14A under the Exchange Act
             (including such person's written consent to being named in the
             proxy statement as a nominee and to serving as a director if
             elected); and (viii) all other information relating to the
             nomination or proposed business which may be required to be
             disclosed under applicable law. In addition, a shareholder seeking
             to submit such nominations or business at the meeting shall
             promptly provide any other information reasonably requested by the
             Corporation.
 
             (b) Director Nominations and Shareholder Business at Special 
             Meetings of Shareholders
 
                 (1) No nominations of any person for election to the Board of
             Directors shall be made, and no business to be considered or
             acted upon by the shareholders of the Corporation shall be
             proposed, at any special meeting of shareholders, except as shall
             be(i) specified in the notice of meeting or (ii) otherwise
             brought before the meeting by or at the direction of the Board of
             Directors. When the notice of meeting provides that directors
             will be elected at a special meeting of shareholders, nominations
             of persons for election to the Board of Directors may be made
             only (i) by or at the direction of the Board of Directors or the
             nominating committee appointed by the Board of Directors or (ii)
             by any shareholder of the Corporation who is a shareholder of
             record at the time of giving of notice provided for in this
             subsection (b), who is entitled to vote at the meeting and who
             complies with the notice procedures set forth in this subsection
             (b) in addition to any other applicable law, rule or regulation
             applicable to such meeting.
 
                 (2) Nominations by shareholders of persons for election to the
             Board of Directors may be made at such a special meeting of
             shareholders if the shareholder's notice required by this section
             shall be delivered to the Secretary at the principal
 
<PAGE>   14
 
             office of the Corporation not earlier than the date which is one
             hundred twenty (120) calendar days before the date of such
             special meeting and not later than the date of the later to occur
             of (i) ninety (90) calendar days before the date of such special
             meeting of shareholders or (ii) ten (10) calendar days after the
             Corporation's first public announcement of the date of the
             special meeting of shareholders.
 
                 (3) A shareholder's notice to the Secretary to nominate persons
             for election to the Board of Directors at a special meeting of
             shareholders shall set forth(i) the name and address of the
             shareholder; (ii) the class and number of shares of stock of the
             Corporation held of record and beneficially owned by such
             shareholder; (iii) the name(s), including any beneficial owners,
             and address(es) of such shareholder(s) in which all such shares
             of stock are registered on the stock transfer books of the
             Corporation; (iv) a representation that the shareholder intends
             to appear at the meeting in person or by proxy to nominate the
             persons specified in such notice; (v) any personal or other
             material interest of the shareholder in the nomination of such
             persons for election to the Board of Directors; (vi) as to each
             person whom the shareholder proposes to nominate for election or
             reelection as a director all information relating to such person
             that is required to be disclosed in solicitations of proxies for
             election of directors, or is otherwise required, in each case
             pursuant to Regulation 14A under the Exchange Act (including such
             person's written consent to being named in the proxy statement as
             a nominee and to serving as a director if elected); and (vii) all
             other information relating to the nomination of persons for
             election to the Board of Directors which may be required to be
             disclosed under applicable law. In addition, a shareholder seeking
             to submit such nomination at the meeting shall promptly provide
             any other information reasonably requested by the Corporation.
 
             (c) General
 
                        (1) Only those persons who are nominated in accordance 
             with the procedures set forth in this ARTICLE XIII shall be
             eligible for election as directors at any meeting of shareholders.
             Only business brought before the meeting in accordance with the
             procedures set forth in this ARTICLE XIII shall be conducted at a
             meeting of shareholders. The chairman of the meeting shall have
             the power and duty to determine whether a nomination or any
             business proposed to be brought before the meeting was made in
             accordance with the procedures set forth in this ARTICLE XIII and,
             if any proposed nomination or business is not in compliance with
             this ARTICLE XIII, to declare that such defective proposal shall
             be disregarded.
 
                        (2) For purposes of this ARTICLE XIII, "public
             announcement" shall mean disclosure in a press release reported
             by the Dow Jones News Service, Associated Press, Business Wire or
             comparable news service or in a document publicly filed by the
             Corporation with the Securities and Exchange Commission pursuant
             to the Exchange Act.
 
                 (3) In addition to the foregoing provisions of this ARTICLE
             XIII, a shareholder shall also comply with all applicable
             requirements of state law, the Exchange Act and the rules and
             regulations thereunder with respect to the matters set forth in
             this ARTICLE XIII.
 
                 (4) In addition to the foregoing provisions of this ARTICLE
             XIII, a shareholder who seeks to have any proposal included in
             the Corporation's proxy materials shall comply with the
             requirements of Rule 14a-8 under the Exchange Act.
 
 
<PAGE>   15
 
                 (5) Subject to the provisions of ARTICLE XIII, a resolution or
             motion shall be considered for vote only if proposed by a
             shareholder or a duly authorized proxy and seconded by a
             shareholder or duly authorized proxy other than the individual
             who proposed the resolution or motion.
 
Amended by the Board of Directors
as of February 26, 1999.
 

 

AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED BYLAWS
OF BANCORPSOUTH, INC.

     The Amended and Restated Bylaws of BancorpSouth, Inc. are amended by inserting the following text before the last sentence in the paragraph under Section 2 of Article III:

     “In an uncontested election, any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his or her resignation (unless previously tendered), following certification of the shareholder vote.

     The independent Directors that serve on the Nominating Committee shall consider the resignation offer and recommend to the Board whether to accept it. The Board will act on the Nominating Committee’s recommendation within 90 days following certification of the shareholder vote.

     Thereafter, the Board will promptly disclose their decision whether to accept the Director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a press release to be disseminated in the manner that press releases are typically distributed by the Corporation.

     Any Director who tenders his or her resignation pursuant to this provision shall not participate in the Nominating Committee recommendation or Board action regarding whether to accept the resignation offer.

     However, if each member of the Nominating Committee received a Majority Withheld Vote at the same election, then the independent Directors who did not receive a Majority Withheld Vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them.

     However, if the only Directors who did not receive a Majority Withheld Vote in the same election constitute three or fewer Directors, all Directors may participate in the action regarding whether to accept the resignation offers.”

 

 

 

 

 

 

Amended by the Board of Directors of
BancorpSouth, Inc. as of
January 24, 2007
 

 

 

/s/ Cathy S. Freeman  

 

 

Cathy S. Freeman, Secretary