BancorpSouth, Inc. is a bank holding company with commercial banking and financial services operations in Mississippi, Tennessee, Alabama, Arkansas, Texas and Louisiana. Its principal subsidiary is BancorpSouth Bank (the Bank). The Bank and its subsidiaries provide a range of financial services to individuals and small to medium-sized businesses. It operates investment services, consumer finance, credit life insurance and insurance agency subsidiaries that are engaged in investment brokerage services, consumer lending, credit life insurance sales and sales of other insurance products. As of December 31, 2002, the Company and its subsidiaries had total assets of approximately $10.19 billion and total deposits of approximately $8.55 billion. In August 2003, BancorpSouth consummated a merger agreement with Ramsey, Krug, Farrell & Lensing, Inc. (RKF&L), an Arkansas-based insurance firm.