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                                                                    EXHIBIT 4.25

                           FORM OF GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT, dated as of ______________, executed and
delivered by BANCORPSOUTH, INC., a Mississippi corporation and bank holding
company (the "Guarantor") having its principal office at One Mississippi Plaza,
Tupelo, MS 38802, and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Trust Securities (as defined herein) of
BANCORPSOUTH CAPITAL TRUST [I][II][III][IV], a Delaware statutory business trust
(the "Issuer").

         WHEREAS pursuant to an Amended and Restated Declaration of Trust (the
"Declaration of Trust"), dated as of _________, among the Trustees named
therein, the Guarantor, as Depositor, and the Holders from time to time of
undivided beneficial ownership interests in the assets of the Issuer, the Issuer
is issuing $___________ aggregate liquidation amount of its ______% Capital
Securities, liquidation amount $25.00 per Security (the "Capital Securities")
and $_____ of aggregate liquidation amount of Common Securities, liquidation
amount $25.00 per security (the "Common Securities" and collectively with the
Capital Securities, the "Trust Securities") representing undivided beneficial
ownership interests in the assets of the Issuer and having the terms set forth
in the Declaration of Trust;

         WHEREAS the Trust Securities will be issued by the Issuer and the
proceeds thereof will be used by the Issuer to purchase the Junior Subordinated
Debt Securities due [ ] (as defined in the Declaration of Trust) (the "Junior
Subordinated Debt Securities") of the Guarantor, which will be held by The Bank
of New York, as Property Trustee under the Declaration of Trust, as trust
assets; and

         WHEREAS as incentive for the Holders to purchase Trust Securities the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase by each Holder, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor
executes and delivers this Guarantee Agreement for the benefit of the Holders
from time to time of the Trust Securities.

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Definitions. As used in this Guarantee Agreement, the
terms set forth below shall, unless the context otherwise requires, have the
following meanings. Capitalized or otherwise defined terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Declaration of Trust as in effect on the date hereof.


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         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Guarantor shall not be deemed to include the Issuer. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Capital Securities" shall have the meaning specified in the first
recital of this Guarantee Agreement.

         "Common Securities" shall have the meaning specified in the first
recital of this Guarantee Agreement.

         "Debt" shall have the meaning specified in the Indenture.

         "Declaration of Trust" shall have the meaning specified in the first
recital of this Guarantee Agreement.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice; provided, further, that no
Event of Default shall occur unless an Event of Default (as defined in the
Indenture or the Declaration of Trust) shall have occurred and be continuing.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Trust Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accrued and unpaid
Distributions required to be paid on the Trust Securities, to the extent the
Issuer shall have funds on hand available therefor at such time, (ii) the
redemption price, including all accrued and unpaid Distributions to the date of
redemption (the "Redemption Price"), with respect to the Trust Securities called
for redemption by the Issuer to the extent the Issuer shall have funds on hand
available therefor at such time, and (iii) upon a voluntary or involuntary
termination, winding-up or liquidation of the Issuer, unless Junior Subordinated
Debt Securities are distributed to the Holders or all of the Capital Securities
are redeemed, the lesser of (a) the aggregate of the liquidation amount of
$25.00 per Trust Security plus accrued and unpaid Distributions to the date of
payment to the extent the Issuer shall have funds on hand available to make such
payment at such time and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer (in either
case, the "Liquidation Distribution").

         "Guarantee Trustee" means The Bank of New York, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement and thereafter means each such
Successor Guarantee Trustee.

         "Guarantor" shall have the meaning specified in the first recital of
this Guarantee Agreement.


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         "Holder" means a person in whose name a Trust Security or Trust
Securities is registered on the books and records of the Issuer; provided,
however, that in determining whether the holders of the requisite percentage of
Trust Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor, the Guarantee Trustee, or any
Affiliate of the Guarantor or the Guarantee Trustee.

         "Indenture" means the Junior Subordinated Indenture dated as of [ ], as
supplemented and amended between the Guarantor and The Bank of New York, as
trustee, relating to the issuance of the Junior Subordinated Debt Securities.

         "Issuer" shall have the meaning specified in the first recital of this
Guarantee Agreement.

         "List of Holders" has the meaning specified in Section 2.02(a).

         "Majority in Liquidation Amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by the Holder(s), voting separately
as a class, of more than 50% of the aggregate Liquidation Amount of all then
Outstanding Capital Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman and Chief Executive Officer, President or a
Vice President, and by the Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of such
Person, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

                  (a)      a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions relating
thereto;

                  (b)      a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Officers' Certificate;

                  (c)      statement that each officer has made such examination
or investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

                  (d)      a statement as to whether, in the opinion of each
officer, such condition or covenant has been complied with.

         "Responsible Officer" when used with respect to the Guarantee Trustee
means any officer assigned to the Corporate Trust Office, including any managing
director, vice president, assistant vice president, assistant treasurer,
assistant secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Guarantee Agreement,
and also, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

         "Senior Debt" shall have the meaning specified in the Indenture.


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         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.01.

         "Trust Securities" shall have the meaning specified in the first
recital of this Guarantee Agreement.

                                   ARTICLE II

                               TRUST INDENTURE ACT

         SECTION 2.01.     Trust Indenture Act; Application. (a) This Guarantee
Agreement will be qualified under the Trust Indenture Act.

                  (b)      If and to the extent that any provision of this
Guarantee Agreement limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

         SECTION 2.02.     List of Holders. (a) The Guarantor shall furnish or
cause to be furnished to the Guarantee Trustee (i) semiannually, not more than
15 days after [insert date one month prior to record date] and [insert date one
month prior to record date] of each year, a list, in such form as the Guarantee
Trustee may reasonably require, of the names and addresses of the Holders ("List
of Holders") as of a date not more than 15 days prior to the delivery thereof,
and (ii) at such other times as the Guarantee Trustee may request in writing,
within 30 days after the receipt by the Guarantor of any such request, a List of
Holders as of a date not more than 15 days prior to the time such list is
furnished, in each case to the extent such information is in the possession or
control of the Guarantor and is not identical to a previously supplied list of
Holders or has not otherwise been received by the Guarantee Trustee in its
capacity as such. The Guarantee Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

                  (b)      The Guarantee Trustee shall comply with its
obligations under Section 311(a), Section 311(b) and Section 312(b) of the Trust
Indenture Act.

         SECTION 2.03.     Reports by the Guarantee Trustee. Not later than the
last calendar day in February of each calendar year, commencing with the last
calendar day in February [ ], the Guarantee Trustee shall provide to the Holders
such reports dated as of December 31 of the prior year, if any, as are required
by Section 313 of the Trust Indenture Act in the form and in the manner provided
by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also
comply with the requirements of Section 313(d) of the Trust Indenture Act.

         SECTION 2.04.     Periodic Reports to the Guarantee Trustee. The
Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange
Commission and the Holders such documents, reports and information, if any, as
required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.


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         SECTION 2.05.     Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with such conditions precedent, if any, provided for in this Guarantee Agreement
that relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by any officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

         SECTION 2.06.     Events of Default; Waiver. The Holders of a Majority
in Liquidation Amount of the Securities may, by vote, on behalf of the Holders,
waive any past Event of Default and its consequences. Upon such waiver, any such
Event of Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Guarantee Agreement, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent therefrom.

         SECTION 2.07.     Event of Default; Notice. (a) The Guarantee Trustee
shall, within 90 days after the occurrence of an Event of Default, transmit by
mail, first class postage prepaid, to the Holders, notices of all Events of
Default known to the Guarantee Trustee, unless such Events of Default have been
cured before the giving of such notice; provided, that, except in the case of a
default in the payment of a Guarantee Payment, the Guarantee Trustee shall be
protected in withholding such notice if and so long as the Board of Directors of
the Guarantor, the executive committee or a trust committee of directors and/or
a Responsible Officer of the Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.

                  (b)      The Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless a Responsible Officer charged with the
administration of the Declaration of Trust shall have received written notice of
such Event of Default.

         SECTION 2.08.     Conflicting Interests. The Declaration of Trust shall
be deemed to be specifically described in this Guarantee Agreement for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.

                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

         SECTION 3.01.     Powers and Duties of the Guarantee Trustee. (a) This
Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of
the Holders, and the Guarantee Trustee shall not transfer this Guarantee
Agreement to any Person except a Holder exercising his or her rights pursuant to
Section 5.04(iv) or to a Successor Guarantee Trustee on acceptance by such
Successor Guarantee Trustee of its appointment to act as Successor Guarantee
Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.


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                  (b)      If an Event of Default has occurred and is
continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the
benefit of the Holders.

                  (c)      The Guarantee Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.06), the Guarantee Trustee shall exercise such of the rights and powers vested
in it by this Guarantee Agreement, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

                  (d)      No provision of this Guarantee Agreement shall be
construed to relieve the Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

                           (i)      prior to the occurrence of any Event of
         Default and after the curing or waiving of all such Events of Default
         that may have occurred:

                                    (A)      the duties and obligations of the
                  Guarantee Trustee shall be determined solely by the express
                  provisions of this Guarantee Agreement, and the Guarantee
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Guarantee Agreement; and

                                    (B)      in the absence of bad faith on the
                  part of the Guarantee Trustee, the Guarantee Trustee may
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Guarantee Trustee
                  and conforming to the requirements of this Guarantee
                  Agreement; but in the case of any such certificates or
                  opinions that by any provision hereof or of the Trust
                  Indenture Act are specifically required to be furnished to the
                  Guarantee Trustee, the Guarantee Trustee shall be under a duty
                  to examine the same to determine whether or not they conform
                  to the requirements of this Guarantee Agreement;

                           (ii)     the Guarantee Trustee shall not be liable
         for any error of judgment made in good faith by a Responsible Officer
         of the Guarantee Trustee, unless it shall be proved that the Guarantee
         Trustee was negligent in ascertaining the pertinent facts upon which
         such judgment was made;

                           (iii)    the Guarantee Trustee shall not be liable
         with respect to any action taken or omitted to be taken by it in good
         faith in accordance with the direction of the Holders of not less than
         a Majority in Liquidation Amount of the Securities relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Guarantee Trustee, or exercising any trust or power
         conferred upon the Guarantee Trustee under this Guarantee Agreement;
         and


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                           (iv)     no provision of this Guarantee Agreement
         shall require the Guarantee Trustee to expend or risk its own funds or
         otherwise incur personal financial liability in the performance of any
         of its duties or in the exercise of any of its rights or powers if the
         Guarantee Trustee shall have reasonable grounds for believing that the
         repayment of such funds or liability is not assured to it under the
         terms of this Guarantee Agreement or indemnity satisfactory to it
         against such risk or liability is not reasonably assured to it.

         SECTION 3.02.     Certain Rights of Guarantee Trustee. (a) Subject to
the provisions of Section 3.01:

                           (i)      The Guarantee Trustee may conclusively rely
         and shall be fully protected in acting or refraining from acting upon
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document reasonably
         believed by it to be genuine and to have been signed, sent or presented
         by the proper party or parties.

                           (ii)     Any direction or act of the Guarantor
         contemplated by this Guarantee Agreement shall be sufficiently
         evidenced by an Officers' Certificate unless otherwise prescribed
         herein.

                           (iii)    Whenever, in the administration of this
         Guarantee Agreement, the Guarantee Trustee shall deem it desirable that
         a matter be proved or established before taking, suffering or omitting
         to take any action hereunder, the Guarantee Trustee (unless other
         evidence is herein specifically prescribed) may, in the absence of bad
         faith on its part, request and conclusively rely upon an Officers'
         Certificate which, upon receipt of such request from the Guarantee
         Trustee, shall be promptly delivered by the Guarantor.

                           (iv)     The Guarantee Trustee may consult with legal
         counsel, and the advice or written opinion of such legal counsel with
         respect to legal matters shall be full and complete authorization and
         protection in respect of any action taken, suffered or omitted to be
         taken by it hereunder in good faith and in accordance with such advice
         or opinion. Such legal counsel may be legal counsel to the Guarantor or
         any of its Affiliates and may be one of its employees. The Guarantee
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Guarantee Agreement from any
         court of competent jurisdiction.

                           (v)      The Guarantee Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by this
         Guarantee Agreement at the request or direction of any Holder, unless
         such Holder shall have provided to the Guarantee Trustee such security
         and indemnity reasonably satisfactory to it, against the costs,
         expenses (including attorneys' fees and expenses) and liabilities that
         might be incurred by it in complying with such request or direction,
         including such reasonable advances as may be requested by the Guarantee
         Trustee; provided, that nothing contained in this Section 3.02(a)(v)
         shall be taken to relieve the Guarantee Trustee, upon the occurrence of
         an Event of Default, of its obligation to exercise the rights and
         powers vested in it by this Guarantee Agreement.


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                           (vi)     The Guarantee Trustee shall not be bound to
         make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document, but the
         Guarantee Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit.

                           (vii)    The Guarantee Trustee may execute any of the
         trusts or powers hereunder or perform any duties hereunder either
         directly or by or through its agents or attorneys, and the Guarantee
         Trustee shall not be responsible for any misconduct or negligence on
         the part of any such agent or attorney appointed with due care by it
         hereunder.

                           (viii)   Whenever in the administration of this
         Guarantee Agreement the Guarantee Trustee shall deem it desirable to
         receive instructions with respect to enforcing any remedy or right or
         taking any other action hereunder, the Guarantee Trustee (A) may
         request instructions from the Holders, (B) may refrain from enforcing
         such remedy or right or taking such other action until such
         instructions are received and (C) shall be fully protected in acting in
         accordance with such instructions.

                  (b)      No provision of this Guarantee Agreement shall be
deemed to impose any duty or obligation on the Guarantee Trustee to perform any
act or acts or exercise any right, power, duty or obligation conferred or
imposed on it in any jurisdiction in which it shall be illegal, or in which the
Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the
Guarantee Trustee shall be construed to be a duty to act in accordance with such
power and authority.

         SECTION 3.03.     Indemnity. The Guarantor agrees to indemnify the
Guarantee Trustee and its directors, officers, agents and employees for, and to
hold them harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Guarantee Trustee or its directors,
officers, employees or agents, arising out of or in connection with the
acceptance or administration of this Guarantee Agreement, including the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The
Guarantee Trustee will not claim or exact any lien or charge on any Guarantee
Payments as a result of any amount due to it under this Guarantee Agreement.
This indemnity shall survive the termination of this Guarantee Agreement or the
resignation or removal of the Guarantee Trustee.

         SECTION 3.04.     Expenses. The Guarantor, as obligor on the Junior
Subordinated Debt Securities, shall from time to time reimburse the Guarantee
Trustee for its reasonable expenses and costs incurred in connection with the
performance of its duties hereunder.


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                                   ARTICLE IV

                                GUARANTEE TRUSTEE

         SECTION 4.01.     Guarantee Trustee; Eligibility. (a) There shall at
all times be a Guarantee Trustee which shall:

                           (i)      not be an Affiliate of the Guarantor; and

                           (ii)     be a Person that is eligible pursuant to the
         Trust Indenture Act to act as such and has a combined capital and
         surplus of at least $50,000,000, and shall be a corporation meeting the
         requirements of Section 310(c) of the Trust Indenture Act. If such
         corporation publishes reports of condition at least annually, pursuant
         to law or to the requirements of the supervising or examining
         authority, then, for the purposes of this Section and to the extent
         permitted by the Trust Indenture Act, the combined capital and surplus
         of such corporation shall be deemed to be its combined capital and
         surplus as set forth in its most recent report of condition so
         published.

                  (b)      If at any time the Guarantee Trustee shall cease to
be eligible to so act under Section 4.01(a), the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.02(c).

                  (c)      If the Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act.

         SECTION 4.02.     Appointment, Removal and Resignation of the Guarantee
Trustee. (a) Subject to Section 4.02(b), in the absence of the existence of an
Event of Default, the Guarantee Trustee may be appointed or removed without
cause at any time by the Guarantor.

                  (b)      The Guarantee Trustee shall not be removed until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
by written instrument executed by such Successor Guarantee Trustee and delivered
to the Guarantor.

                  (c)      The Guarantee Trustee appointed hereunder shall hold
office until a Successor Guarantee Trustee shall have been appointed or until
its removal or resignation. The Guarantee Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
executed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall not take effect until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed by
such Successor Guarantee Trustee and delivered to the Guarantor and the
resigning Guarantee Trustee.

                  (d)      If no Successor Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.02 within 60
days after delivery to the Guarantor of an instrument of resignation, the
resigning Guarantee Trustee may petition,


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at the expense of the Guarantor, any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.

                                    ARTICLE V

                                    GUARANTEE

         SECTION 5.01.     Guarantee. The Guarantor irrevocably and
unconditionally agrees to pay in full to the Holders the Guarantee Payments
(without duplication of amounts theretofore paid by or on behalf of the Issuer),
as and when due, regardless of any defense, right of set-off or counterclaim
which the Issuer may have or assert. The Guarantor's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer to pay such amounts to the
Holders. The Guarantor shall give prompt written notice to the Guarantee Trustee
in the event it makes any direct payment hereunder.

         SECTION 5.02.     Waiver of Notice and Demand. The Guarantor hereby
waives notice of acceptance of the Guarantee Agreement and of any liability to
which it applies or may apply, presentment, demand for payment, any right to
require a proceeding first against the Guarantee Trustee, Issuer or any other
Person before proceeding against the Guarantor, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

         SECTION 5.03.     Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee Agreement shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:

                  (a)      the release or waiver, by operation of law or
otherwise, of the performance or observance by the Issuer of any express or
implied agreement, covenant, term or condition relating to the Trust Securities
to be performed or observed by the Issuer;

                  (b)      the extension of time for the payment by the Issuer
of all or any portion of the Distributions (other than any extension of time for
payment of Distributions that results from the extension of any interest payment
period on the Junior Subordinated Debt Securities as so provided in the
Indenture), Redemption Price, Liquidation Distribution or any other sums payable
under the terms of the Trust Securities or the extension of time for the
performance of any other obligation under, arising out of, or in connection
with, the Trust Securities;

                  (c)      any failure, omission, delay or lack of diligence on
the part of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the Trust
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

                  (d)      the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting,
the Issuer or any of the assets of the Issuer;


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                  (e)      any invalidity of, or defect or deficiency in, the
Trust Securities;

                  (f)      the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

                  (g)      any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a guarantor,
it being the intent of this Section 5.03 that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of the
foregoing.

         SECTION 5.04.     Rights of Holders. The Guarantor expressly
acknowledges that: (i) this Guarantee Agreement will be deposited with the
Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee
Trustee has the right to enforce this Guarantee Agreement on behalf of the
Holders; (iii) the Holders of a Majority in Liquidation Amount of the Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Guarantee Trustee in respect of this Guarantee
Agreement or exercising any trust or power conferred upon the Guarantee Trustee
under this Guarantee Agreement; and (iv) any Holder may institute a legal
proceeding directly against the Guarantor to enforce its rights under this
Guarantee Agreement, without first instituting a legal proceeding against the
Issuer or any other Person.

         SECTION 5.05.     Guarantee of Payment. This Guarantee Agreement
creates a guarantee of payment and not of collection. This Guarantee Agreement
will not be discharged except by payment of the Guarantee Payments in full
(without duplication of amounts theretofore paid by the Issuer) or upon
distribution of Junior Subordinated Debt Securities to Holders as provided in
the Declaration of Trust.

         SECTION 5.06.     Event of Default. If an Event of Default under the
Declaration of Trust has occurred and is continuing, no Guarantee Payments with
respect to the Common Securities or any guarantee payment under any Other
Guarantees (as defined in the Indenture) with respect to Common Securities of
any other BancorpSouth Capital Trust (as defined in the Indenture), if any,
shall be made until the Holders of Capital Securities shall be paid in full the
Guarantee Payments to which they are entitled under this Guarantee Agreement.
Subordination of Guarantee Payments on the Common Securities following such an
Event of Default under the Declaration of Trust shall be analogous to the
subordination of the Common Securities provided for in Section 4.03 of the
Declaration of Trust.

         SECTION 5.07.     Subrogation. The Guarantor shall be subrogated to
all (if any) rights of the Holders against the Issuer in respect of any amounts
paid to the Holders by the Guarantor under this Guarantee Agreement and shall
have the right to waive payment by the Issuer pursuant to Section 5.01;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any rights
which it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Guarantee
Agreement, if at the time of any such payment, any amounts are due and unpaid
under this


                                       11
<PAGE>

Guarantee Agreement. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for
the Holders and to pay over such amount to the Holders.

         SECTION 5.08.     Independent Obligations. The Guarantor acknowledges
that its obligations hereunder are independent of the obligations of the Issuer
with respect to the Trust Securities and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Guarantee Agreement notwithstanding the occurrence of any event
referred to in subsections (a) through (g), inclusive, of Section 5.03 hereof.

                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

         SECTION 6.01.     Subordination. This Guarantee Agreement will
constitute an unsecured obligation of the Guarantor and will rank subordinate
and junior in right of payment to all Senior Debt of the Guarantor, to the same
extent and in the same manner that the Junior Subordinated Debt Securities are
subordinated to Senior Debt pursuant to the Indenture, it being understood that
the terms of Article XIV of the Indenture shall apply to the obligations of the
Guarantor under this Guarantee Agreement as if (x) such Article XIV were set
forth herein in full and (y) such obligations were substituted for the term
"Securities" appearing in such Article XIV.

         SECTION 6.02.     Pari Passu Guarantees. This Guarantee Agreement
shall rank pari passu with any similar guarantee agreements issued by the
Guarantor on behalf of the holders of trust securities issued by a trust created
by the Guarantor similar to BancorpSouth Capital Trust I.

                                   ARTICLE VII

                                   TERMINATION

         SECTION 7.01.     Termination. This Guarantee Agreement shall terminate
and be of no further force and effect upon (i) full payment of the Redemption
Price of all Trust Securities, (ii) the distribution of Junior Subordinated Debt
Securities to the Holders in exchange for all of the Trust Securities or (iii)
full payment of the amounts payable in accordance with the Declaration of Trust
upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must repay any sums paid with respect to Trust
Securities or this Guarantee Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.01.     Successors and Assigns. All guarantees and agreements
contained in this Guarantee Agreement shall bind the successors, assigns,
receivers, trustees and representatives of the Guarantor and shall inure to the
benefit of the Holders


                                       12
<PAGE>

then outstanding. Except in connection with a consolidation, merger or sale
involving the Guarantor that is permitted under Article VIII of the Indenture
and pursuant to which the assignee agrees in writing to perform the Guarantor's
obligations hereunder, the Guarantor shall not assign its obligations hereunder.

         SECTION 8.02.     Amendments. Except with respect to any changes which
do not adversely affect the rights of the Holders in any material respect (in
which case no consent of the Holders will be required), this Guarantee Agreement
may only be amended with the prior approval of the Holders of not less than a
Majority in Liquidation Amount of the Securities. The provisions of Article VI
of the Declaration of Trust concerning meetings of the Holders shall apply to
the giving of such approval.

         SECTION 8.03.     Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be in writing, duty signed by
the party giving such notice, and delivered, telecopied (confirmed by delivery
of the original) or mailed by first class mail as follows:

                  (a)      if given to the Guarantor, to the address set forth
below or such other address, facsimile number or to the attention of such other
Person as the Guarantor may give notice to the Holders:

                  BANCORPSOUTH, INC.
                  One Mississippi Plaza
                  Tupelo, MS 38801
                  Facsimile No.: (601) 680-2568
                  Attention: Cathy S. Freeman, Secretary

                  with a copy (which shall not constitute notice) to:

                  WALLER LANSDEN DORTCH & DAVIS, PLLC
                  511 Union Street, Suite 2100
                  Nashville, TN 37219
                  Facsimile No.: (615) 244-6804
                  Attention: Ralph W. Davis, Esq.

                  (b)      if given to the Issuer, in care of the Guarantee
Trustee, at the Issuer's (and the Guarantee Trustee's) address set forth below
or such other address, facsimile number or to the attention of such other person
as the Guarantee Trustee on behalf of the Issuer may give notice to the Holders:

                  BANCORPSOUTH CAPITAL TRUST I
                  c/o BANCORPSOUTH, INC.
                  One Mississippi Plaza
                  Tupelo, MS 38801
                  Facsimile No.:
                                --------------------------
                  Attention:
                            ------------------------------


                                       13
<PAGE>

                  with a copy to:

                  THE BANK OF NEW YORK
                  [address]
                  Facsimile No.:
                                --------------------------
                  Attention:
                            ------------------------------

                  (c)      if given to the Guarantee Trustee:

                  THE BANK OF NEW YORK
                  [address]
                  Facsimile No.:
                                --------------------------
                  Attention:
                            ------------------------------

                  (d)      if given to any Holder, at the address set forth on
the books and records of the Issuer.

         All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

         SECTION 8.04.     Benefit. This Guarantee Agreement is solely for the
benefit of the Holders and is not separately transferable from the Trust
Securities.

         SECTION 8.05.     Interpretation. In this Guarantee Agreement, unless
the context otherwise requires:

                  (a)      capitalized terms used in this Guarantee Agreement
but not defined in the preamble hereto have the respective meanings assigned to
them in Section 1.01;

                  (b)      a term defined anywhere in this Guarantee Agreement
has the same meaning throughout;

                  (c)      all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time;

                  (d)      all references in this Guarantee Agreement to
Articles and Sections are to Articles and Sections of this Guarantee Agreement
unless otherwise specified;

                  (e)      a term defined in the Trust Indenture Act has the
same meaning when used in this Guarantee Agreement unless otherwise defined in
this Guarantee Agreement or unless the context otherwise requires;

                  (f)      a reference to the singular includes the plural and
vice versa; and

                  (g)      the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders.


                                       14
<PAGE>

         SECTION 8.06      Governing Law. THIS GUARANTEE AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


                                       15
<PAGE>

         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                    BANCORPSOUTH, INC.



                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------

                                    THE BANK OF NEW YORK,
                                    as Guarantee Trustee,



                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------


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